Corporate Memorandum of Incorporation

Corporate Memorandum of Incorporation

This Memorandum of Incorporation is made on by and between Incorporator Name: and Registered Agent / Initial Subscriber: for the purpose of forming a corporation under the laws of .

Recitals

WHEREAS, the Incorporator desires to form a corporation under the laws of the jurisdiction set forth above for the purpose of carrying on lawful business activities consistent with the objects set forth herein; and

WHEREAS, the Registered Agent / Initial Subscriber has agreed to act as the registered agent and to subscribe for such number of shares as set forth in this Memorandum; and

WHEREAS, the parties intend to set forth the fundamental terms governing the corporation's name, registered office, capital structure, member liabilities, and the rights and obligations of initial subscribers, directors, and officers.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Name and Registered Office

1.1 Name: The name of the corporation shall be (the "Company").

2. Duration

2.1 The duration of the Company shall be perpetual unless dissolved in accordance with applicable law and this Memorandum. If the duration is limited, the Company shall terminate on .

3. Corporate Purpose

3.1 The Company shall have the power to do all acts and things necessary, convenient or incidental to the exercise of the objects set forth above, including but not limited to acquiring, owning, leasing and disposing of property, entering into contracts, borrowing and lending money, and engaging agents, employees and professional advisors.

4. Share Capital

4.1 Authorized Share Capital: The authorized share capital of the Company shall be divided into ordinary shares of each, or such greater or lesser amount as may be determined by resolution of the shareholders in accordance with applicable law.

5. Liability of Members

5.1 The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them. To the extent permitted by law, the Company shall indemnify and hold harmless each director and officer against liabilities and expenses reasonably incurred in connection with the defense or settlement of any claim arising out of their service to the Company, except in the case of willful misconduct, gross negligence, or a knowing violation of law.

6. Subscribers and Initial Share Allocation

6.1 Each subscriber represents and warrants that the consideration to be paid for the shares is lawful and that the subscription is made in good faith for investment and not with a view to distribution.

7. Directors and Officers

7.1 The powers, duties, appointment, removal, and remuneration of directors and officers shall be as set forth in the bylaws of the Company and applicable law. The initial directors named above shall serve until their successors are duly elected and qualified.

8. Transfer of Shares; Pre-emptive Rights

8.1 Transfers of shares shall be subject to the restrictions contained in this Memorandum and the bylaws. Unless otherwise determined by the board, existing shareholders shall have a pre-emptive right to subscribe pro rata for any new issuance of shares.

8.2 Any purported transfer in violation of the restrictions herein shall be null and void as against the Company until approved in accordance with the prescribed transfer procedure.

9. Meetings and Voting

9.1 General meetings of shareholders shall be held at such times and places as provided in the bylaws. Each outstanding share shall be entitled to one vote unless otherwise provided by agreement or by class.

10. Notices

10.1 All notices required or permitted under this Memorandum shall be in writing and delivered personally or sent by certified mail, courier, or other commercially reasonable means to the addresses set forth above or such other address as a party may designate in writing.

11. Amendments

11.1 This Memorandum may be amended only by the affirmative vote of the holders of not less than of the voting power entitled to vote on the amendment or such greater threshold as required by law.

12. Waiver; Counterparts

12.1 No waiver of any provision of this Memorandum shall be effective unless in writing and signed by the party against whom enforcement is sought. This Memorandum 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.

13. Governing Law

13.1 This Memorandum shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of laws.

14. Entire Agreement; Severability

14.1 This Memorandum, together with the bylaws and any shareholders' agreements, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.2 If any provision of this Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. Additional Provisions

15.1 The parties acknowledge that any matters not specifically provided for in this Memorandum shall be governed by the bylaws of the Company and applicable law.

Certification by Incorporator

The undersigned Incorporator hereby certifies that the statements contained in this Memorandum are true and correct to the best of the Incorporator's knowledge and belief and that the Incorporator has authority to execute this instrument on behalf of the subscriber(s) listed herein.

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