Business Incorporation Agreement

BUSINESS INCORPORATION AGREEMENT

This Business Incorporation Agreement (this Agreement) is made as of by and between Incorporator Name: whose address is ("Incorporator"), and Founder Name: whose address is ("Founder"). The parties agree as follows.

RECITALS

WHEREAS, the Incorporator intends to form a corporation under the laws of the jurisdiction of incorporation set forth below for the purpose described below; and

WHEREAS, the Founder has agreed to provide the initial capital, services and organizational actions necessary to cause the formation and initial capitalization of the corporation on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to formation, initial governance, capitalization and transfer restrictions pending and upon the filing of the Articles of Incorporation.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Company" means the corporation to be formed pursuant to this Agreement under the corporate name: and the jurisdiction of incorporation: .

1.2 "Articles" means the Articles of Incorporation or Certificate of Incorporation to be filed in the jurisdiction specified above.

2. FORMATION AND FILING

2.1 Filing. The Incorporator shall prepare and file the Articles and take such other actions as are necessary to form the Company under the laws of the jurisdiction identified above. The Incorporator shall file the Articles on or before .

2.2 Registered Agent and Registered Office. The initial registered agent and registered office shall be: , at .

3. PURPOSE

The primary purpose of the Company shall be:

4. AUTHORIZED CAPITALIZATION

4.1 Authorized Shares. The Company shall authorize shares of common stock, par value per share.

4.2 Initial Issuance. The Founder agrees to accept and the Company agrees to issue to the Founder, upon formation and in exchange for the contributions set forth below, the number and class of shares and ownership percentage set forth in the capitalization schedule attached as an exhibit to this Agreement and incorporated herein by reference.

5. INITIAL ORGANIZATION AND GOVERNANCE

5.1 Initial Directors. The initial board of directors shall consist of the following persons until their successors are elected and qualified:

5.2 Organizational Actions. The parties shall take such actions as are reasonably necessary to adopt bylaws, appoint officers, approve initial bank accounts, and take any other organizational steps required to enable the Company to commence operations.

6. INCORPORATOR AND FOUNDER COVENANTS

6.1 Incorporator Covenants. The Incorporator covenants that all actions taken prior to the filing of the Articles on behalf of the Company shall be limited to those actions necessary to effect formation and that the Incorporator shall not enter into material agreements on behalf of the Company except with the written consent of the Founder.

6.2 Founder Covenants. The Founder covenants to deliver the agreed initial capital contributions, to execute any documents necessary for issuance of shares, and to cooperate with the Incorporator in preparing and executing the Articles, bylaws and related organizational documents.

7. PRE-INCORPORATION CONTRACTS; LIABILITY

7.1 Pre-incorporation Contracts. Any contract entered into prior to the formation of the Company by or on behalf of the Company shall be deemed an obligation of the Company upon its formation only if (a) expressly adopted by the Board of Directors, or (b) ratified in writing by the Company after incorporation. Until such ratification, the party who executed the contract shall remain personally liable.

7.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Incorporator and the Founder against liabilities and expenses (including attorneys' fees) reasonably incurred in connection with any claim arising from actions taken on behalf of the Company in the formation process, except for liabilities resulting from willful misconduct or gross negligence.

8. TRANSFER RESTRICTIONS

8.1 Restriction. No shares or founder interests issued pursuant to this Agreement shall be transferred, sold, pledged or assigned except in compliance with any agreement and with the prior written consent of the Board of Directors or as otherwise agreed in writing by the parties.

8.2 Right of First Refusal. If any holder desires to transfer any shares, the Company and remaining shareholders shall have a right of first refusal to purchase such shares on the same terms as the proposed transfer.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement to which it is a party; and (c) the execution and performance have been duly authorized.

9.2 Founder represents that the capital contributions described in Section 4 are free and clear of liens and that the Founder has good and marketable title to such contributions.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below (or to such other address as a party may designate by notice):

11. AMENDMENT; WAIVER

11.1 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

11.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. A failure or delay to exercise any right shall not constitute a waiver.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation identified in Section 1.1, without regard to its conflict of laws rules. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county where the principal office of the Company is located, and each party submits to the jurisdiction of such courts.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as original signatures.

MISCELLANEOUS

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal counsel, and that they enter into this Agreement voluntarily and with full knowledge of its terms and legal effect.

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