Corporate Notice of Incorporation

Corporate Notice of Incorporation

This Corporate Notice of Incorporation (the Notice) is executed as of Effective Date: by and between Incorporator Name: and Proposed Corporation Name: .

RECITALS

WHEREAS, Incorporator has prepared and intends to file Articles of Incorporation (the Articles) to form a corporation under the laws of the jurisdiction of incorporation: ; and

WHEREAS, the parties desire to provide formal notice of the formation, the principal office and registered agent, and key organizational actions taken or to be taken on behalf of the proposed corporation as set forth herein;

WHEREAS, the Incorporator has authorized the delivery and filing of the Articles and related documents and intends to take all actions necessary to effect incorporation;

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

1. FILING OF ARTICLES; FILING INFORMATION

The Incorporator represents and warrants that the Articles have been prepared in compliance with applicable statutory requirements and will be submitted for filing with the appropriate filing office of the jurisdiction of incorporation. If a filing number is assigned, it is: . The date the Articles were or will be filed (if known) is: .

2. NAME AND PRINCIPAL OFFICE

3. REGISTERED AGENT

The initial registered agent for service of process is: with registered office at . The Incorporator appoints the registered agent to accept service on behalf of the proposed corporation.

4. PURPOSE

5. AUTHORIZED CAPITAL STOCK

The authorized capital stock of the corporation shall consist of shares of common stock with a par value of per share. The Board of Directors is vested with authority, subject to applicable law and the Articles, to classify, reclassify, and issue stock as permitted by the Articles.

6. INITIAL ORGANIZATION

7. ENTITY TYPE

Select the entity characterization intended at formation: C Corporation S Corporation (if applicable and timely election to be filed) Nonprofit Corporation Other:

8. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), nationally recognized overnight courier, or other method providing proof of delivery. Notices to the Incorporator shall be sent to:

9. AMENDMENTS; WAIVER

This Notice may be amended only by a writing signed by both the Incorporator and an authorized officer of the corporation. No waiver of any breach of any provision hereof shall operate as a waiver of any other breach or of such provision.

10. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation identified above, without regard to conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS; SIGNATURES

This Notice 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. Signatures delivered by electronic means intended to preserve the original graphic and pictorial appearance of a signature shall be binding.

13. CERTIFICATION BY INCORPORATOR

The Incorporator certifies under penalty of perjury that the statements made in this Notice are true and correct to the best of the Incorporator's knowledge and that the Incorporator is authorized to take the actions described herein to effect the organization of the corporation.

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