Corporate Incorporator Resolutions

CORPORATE INCORPORATOR RESOLUTIONS

This Corporate Incorporator Resolutions (the "Resolutions") is made and adopted this by the undersigned incorporator. Incorporator Name: with address . The incorporator is forming a corporation to be known as under the laws of the State of (the "Corporation").

RECITALS

WHEREAS, the incorporator has prepared and caused to be executed Articles of Incorporation in form acceptable to the incorporator and in compliance with the laws of the State of ; and

WHEREAS, the incorporator desires to take all necessary and proper corporate action to organize the Corporation, to appoint initial directors and officers, to adopt bylaws, to authorize the issuance of shares, and to ratify and approve acts taken prior to the effective date;

WHEREAS, the incorporator now adopts the following resolutions as the initial corporate action of the Corporation and to be entered in the minute book of the Corporation.

NOW, THEREFORE, BE IT RESOLVED

1. Adoption of Bylaws. The form of Bylaws presented to the incorporator is adopted as the Bylaws of the Corporation. The incorporator directs that such Bylaws be inserted into the corporate minute book and that the officers of the Corporation take all actions necessary to carry the Bylaws into effect.
   Bylaws (describe or attach summary):
2. Appointment of Initial Directors. The following persons are appointed as the initial directors of the Corporation until the first annual meeting of shareholders or until their successors are duly elected and qualified:
   Director 1: Director 2: Director 3:
3. Election of Officers. The incorporator elects the following individuals to serve as officers of the Corporation, to hold office until their successors are elected and qualified or until their earlier resignation or removal:
   President: Secretary: Treasurer:
4. Authorization to Issue Shares. The incorporator authorizes the issuance and reservation of the number of shares set forth below and directs that certificates (or uncertificated shares) be issued in such form as approved by the officers:
   Authorized shares: Par value per share: Initial issuance:
   The officers are authorized to execute stock certificates, register shareholders, and perform all acts necessary to consummate the issuance.
5. Registered Office and Registered Agent. The incorporator designates the registered office and registered agent of the Corporation as set forth below and authorizes any officer to file and deliver all instruments necessary to effect such designation:
   Registered agent: Registered office address:
6. Banking and Fiscal Matters. The officers are authorized to open bank accounts, designate authorized signatories, execute signature cards and agreements, and take all actions necessary to carry out the financial operations of the Corporation.
   Preferred bank or depository: Authorized signers and limits (describe):
7. Ratification of Pre-incorporation Acts. All actions taken by the incorporator, organizers, or other persons on behalf of the Corporation prior to the adoption of these Resolutions, including the expenditure of funds, engagement of counsel and service providers, and execution of agreements identified in the corporate records, are ratified, confirmed and approved in all respects.
8. Delegation; Further Acts. The officers and incorporator are authorized and directed to execute and deliver all documents and to take any further action necessary to carry out the intent and purposes of these Resolutions, including but not limited to executing contracts, consents, filings, and certificates on behalf of the Corporation.
9. Effective Date. These Resolutions shall be effective immediately upon adoption by the incorporator on the date set forth above unless a different effective date is set forth below:

NOTICES

All notices under these Resolutions shall be in writing and delivered to the following addresses unless otherwise updated in the corporate records.

MISCELLANEOUS

Governing Law. These Resolutions shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement. These Resolutions constitute the entire written action of the incorporator with respect to the matters set forth herein and supersede all prior oral or written agreements and understandings relating to those matters.

Severability. If any provision of these Resolutions is held to be invalid, illegal or unenforceable, such provision shall be severed and the remainder of these Resolutions shall continue in full force and effect.

Amendments; Waiver. These Resolutions may be amended or waived only by a written instrument executed by the incorporator or by the corporate body authorized to amend the corporate records.

Counterparts. These Resolutions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATION

I certify that I am the incorporator named above, that I have full authority to execute these Resolutions on behalf of the Corporation prior to its organization, and that the foregoing Resolutions were adopted and are in full force and effect as of the date set forth herein.

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