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General Form of Agreement to Incorporate Agreement made this the       day of       , 20       , between       , herein referred to as Incorporator One, of (Name of Incorporator One)       ,       , (Street Address, City, County, State, Zip Code) (Name of Incorporator Two) herein referred to as Incorporator Two, of       , (Street Address, City, County, State, Zip Code)       , herein referred to as Incorporator Three, of (Name of Incorporator Three)       , Incorporator One, Incorporator Two, and (Street Address, City, County, State, Zip Code) Incorporator Three being jointly referred to as the Incorporators. For and in consideration of the mutual promises contained in this Agreement, the Incorporators agree to form a corporation under the laws of       , and particularly (Name of State)       , for the purpose of undertaking and carrying on a (Name of State’s Model Business Corporation Act) business or businesses, as follows: I. Name of Corporation. Subject to availability, the name of the Corporation shall be       . If such name should not be available, one of the (Name) following names in the order stated shall be used:             . (Alternate names of Corporation in order of preference) II. Purpose and Powers. The Corporation shall be formed for the purpose of engaging in and maintaining a       business and such other lawful (Nature of Business) businesses as may from time to time be determined by the Board of Directors. The authorized corporate purposes shall include any lawful business purpose or purposes which a corporation organized under       of       (Citation of Model Business Corporation Act) (Name of State) as may be permitted to undertake including, but not limited to the following: A. To sue and be sued, complain and defend in its corporate name B. To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; General Form of Agreement to Incorporate Page 1 of 4 C. To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation; D. To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; E. To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property; F. To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity; G. To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises or income, and make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of (i) a corporation all of the outstanding stock of which is owned, directly or indirectly, by the contracting corporation, or (ii) a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, or (iii) a corporation all of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation, and make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation; H. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; I. To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity; J. To conduct its business, locate offices and exercise the powers granted by       within or without this state; (Cite appropriate statues of State’s Model Business Corporation Act) K. To elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them money and credit; L. To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents; General Form of Agreement to Incorporate Page 2 of 4 M. To make donations for the public welfare or for charitable, scientific or educational purposes; N. To transact any lawful business that will aid governmental policy; O. To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. III. Principal Office. The principal office for the transaction of the business of the Corporation shall be located in       , and       . (Name of County) ( Name of State) IV. Capitalization. The authorized capital of the Corporation shall be $       of authorized capital. The authorized capital stock of the Corporation shall be one class of common stock. V. Stock Subscription. Each of the Incorporators subscribes as capital of the Corporation the sum set out opposite the Incorporator's name below and agrees to accept in exchange for the amounts so specified the shares of stock following the names of the Incorporators: Names of No. of Shares Dollar Amt. Subscription Incorporators                                                                         VI. Incorporation; Permit to Issue Shares; Payment of Subscription. The Incorporators shall cause the Corporation to be formed under the provisions of             , formed within       days from the date (Citation of State’s Model Business Corporation Act) (Number) of this Agreement, and then with all reasonable diligence shall cause the Corporation to apply for and secure any necessary permit authorizing issuance of stock as above subscribed and then issue such stock after receiving the above stated dollar amounts. VII. Signing Articles; First Directors. The parties to this Agreement, or so many of them as may be necessary for the purpose, shall sign the Articles of Incorporation as Incorporators. The persons named below shall be designated in the Articles of Incorporation as the first directors of the Corporation and shall serve as such until their respective successors are duly elected and qualified: Names of Directors Addresses of Directors                                     General Form of Agreement to Incorporate Page 3 of 4 VIII. Officers. The Bylaws to be adopted at the first meeting of the Board of Directors shall provide for the following corporate officers: President, Vice President, and Secretary-Treasurer. The offices shall be filled by the Board of Directors at their first meeting by electing the following-named persons, each of whom has agreed to serve in the indicated office for the term designated in the Bylaws and at the monthly salary shown after his or her name, until his or her successor is duly elected and qualified. Title of Officer Name of Officer Monthly Salary                                                                         IX. Employment of Attorney. The Incorporators promptly shall employ       as corporate legal counsel for the following (Name of Attorney) purposes: A. Drafting the Articles of Incorporation, Bylaws, and any other documents required or convenient to the formation of the Corporation; B. Advising the Incorporators and the Corporation upon its formation with respect to each step in its organization; and C. To serve until other counsel is selected by the Corporation as its legal counsel. Charges for such legal services and all fees of state and county offices required in the process of incorporation and all other costs and charges of incorporation, including franchise tax, if any, certification, and seal, shall be expenses of the Corporation to be paid by the Corporation following its organization and the receipt of funds upon subscription. Each of the undersigned Incorporators promises to advance such costs as required in proportion to the amounts of their several stock subscriptions . Witness our signatures this the       day of       , 20       . (Signature of Incorporator)       (Printed Name of Incorporator) (Signature of Incorporator)       (Printed Name of Incorporator) (Signature of Incorporator)       (Printed Name of Incorporator) General Form of Agreement to Incorporate Page 4 of 4