Corporate Articles of Incorporation

ARTICLES OF INCORPORATION

The undersigned incorporator hereby forms a corporation under the laws of the state indicated below. Corporation Name: ; Principal Office Address: ; State of Incorporation: .

RECITALS

WHEREAS, the incorporator desires to organize a business corporation for lawful purposes permitted by the laws of the state of incorporation and to set forth the fundamental terms under which the corporation will operate;

WHEREAS, the incorporator has determined the initial capital structure, registered office, registered agent, and other matters necessary for the formation of the corporation;

WHEREAS, these Articles of Incorporation shall constitute the articles as required by statute and shall take effect upon filing with the appropriate filing office.

NOW, THEREFORE

The undersigned incorporator adopts the following Articles of Incorporation:

ARTICLE I — NAME

The name of the corporation is .

ARTICLE II — DURATION

The period of duration of the corporation is perpetual. If not perpetual, specify termination date: Month: Day: Year: .

ARTICLE III — PURPOSE

The corporation is organized to engage in any lawful act or activity for which corporations may be organized under the laws of the state of incorporation. Specific primary purpose (if any):

ARTICLE IV — REGISTERED OFFICE AND AGENT

Registered Agent Name: . Registered Office Address: .

ARTICLE V — INCORPORATOR

Incorporator Name: . Incorporator Address: . Additional incorporator (if any) Name: Address: .

ARTICLE VI — CAPITAL STOCK

The aggregate number of shares the corporation is authorized to issue is shares, divided into classes as follows:

The board of directors is authorized to establish additional series and classes of shares and to fix their preferences, limitations and relative rights, subject to any express limitations set forth above.

ARTICLE VII — INITIAL BOARD OF DIRECTORS

The number of directors constituting the initial board is . The names and addresses of the persons who are to serve as the initial directors until the first annual meeting or until their successors are elected and qualified are listed below.

ARTICLE VIII — LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal, amendment or modification of this Article shall not adversely affect any right or protection of a director existing at the time of such repeal, amendment or modification.

ARTICLE IX — INDEMNIFICATION

The corporation shall indemnify and advance expenses to the fullest extent permitted by law for any person who is or was a director, officer, employee or agent of the corporation. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against such person and incurred by such person in any such capacity.

ARTICLE X — BYLAWS

The board of directors shall have the power to adopt, amend or repeal the bylaws of the corporation. Bylaws may contain any provision not inconsistent with law or these Articles, including provisions regulating the powers and duties of the board and officers.

ARTICLE XI — AMENDMENTS

These Articles of Incorporation may be amended in the manner provided by law. No amendment that would materially and adversely affect the rights of issued and outstanding shares shall be effective as to such shares without the approval of the holders of such shares as required by law.

ARTICLE XII — DISSOLUTION

Upon dissolution of the corporation, the assets of the corporation shall be distributed in accordance with applicable law and the rights of holders of the corporation's shares, after payment of liabilities and expenses of winding up the corporation's affairs.

NOTICES

Any notice required or permitted under these Articles shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or delivered by nationally recognized overnight courier to the address on file for the party.

GOVERNING LAW

These Articles shall be governed by and construed in accordance with the laws of the state of incorporation without regard to its conflicts of law principles.

ENTIRE AGREEMENT; SEVERABILITY

These Articles constitute the entire agreement of the incorporator with respect to the matters set forth herein. If any provision of these Articles is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

COUNTERPARTS; AMENDMENT; WAIVER

These Articles may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. No amendment or waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

FILING REPRESENTATIONS AND CERTIFICATION

The incorporator represents and certifies that the information contained in these Articles is true and correct to the best of the incorporator's knowledge and belief and that the incorporator is authorized to execute and deliver these Articles on behalf of the incorporator and to take all actions necessary to effectuate the formation of the corporation.

ADDITIONAL INFORMATION

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