Incorporation Agreement

INCORPORATION AGREEMENT

This Incorporation Agreement (the "Agreement") is made and entered into as of the day of , by and among Incorporator Name: , with mailing address: ("Incorporator"), and Corporation Name: , to be organized under the laws of the State of ("Corporation"). The parties agree as follows.

Recitals

WHEREAS, the Incorporator desires to form a corporation pursuant to the general corporation laws of the State of for the purpose of conducting the business described herein and to set forth certain initial agreements among the parties regarding the organization, capitalization and governance of the Corporation;

WHEREAS, the parties desire to establish the initial capital structure, the issuance and subscription of shares, the appointment of initial directors and officers, and certain restrictions and obligations of the shareholders and the Corporation pending and following formal filing of the Articles of Incorporation; and

WHEREAS, the parties intend that the Corporation shall be governed by this Agreement, the Articles of Incorporation and the Bylaws adopted by the Corporation, and that the parties will take such actions as are necessary to effect formation and initial capitalization.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below: "Articles" means the Articles of Incorporation filed for the Corporation; "Board" means the Board of Directors of the Corporation; "Shares" means the capital stock of the Corporation authorized pursuant to Section 5 of this Agreement; "Subscriber" means a person who executes a subscription for shares pursuant to Section 6.

2. Formation and Organizational Matters

2.1 Incorporation. The Incorporator shall cause the Articles to be prepared and filed with the appropriate authorities in the State of , and shall take all necessary actions to form the Corporation. The Corporation shall be formed with such corporate powers as are granted by law and as set forth in the Articles.

2.2 Registered Agent and Office. The initial registered agent of the Corporation shall be Registered Agent Name: and the registered office address shall be: .

3. Corporate Name and Principal Office

3.1 Name. The corporate name of the Corporation shall be Corporation Name: or such other name as the Board may determine and as permitted by applicable law.

3.2 Principal Office. The principal office of the Corporation shall be located at: or at such other place as the Board may from time to time determine.

4. Purpose

The Corporation is formed to engage in any lawful act or activity for which corporations may be organized under the laws of the State of , including but not limited to:

5. Authorized Capital Stock

5.1 Authorized Shares. The total number of authorized shares of the Corporation shall be common shares with a par value of per share, or such greater amount as shall be set forth in the Articles.

5.2 Classes and Rights. The rights, preferences, restrictions and limitations of each class or series of stock shall be as set forth in the Articles and the Bylaws. Any initial designation of series, if applicable, shall be established by the Board in accordance with the Articles.

6. Subscription, Issuance and Payment for Shares

6.1 Subscription. The initial subscribers or purchasers shall be issued Shares as set forth on Schedule A — Initial Shareholders attached hereto. Each subscriber shall pay the agreed purchase price in cash, property or services as approved by the Board, and the Corporation shall issue certificates or electronic evidence of such Shares upon receipt of consideration determined to be adequate by the Board.

6.2 Restrictive Legends. Certificates representing Shares shall bear such restrictive legends as required by this Agreement, the Articles or applicable law including legends evidencing rights of first refusal, transfer restrictions and other restrictions on transfer.

7. Board of Directors and Governance

7.1 Initial Directors. The initial directors of the Corporation shall be appointed by the Incorporator or by written consent of the initial shareholders. The initial directors are:

7.2 Board Authority. The Board shall have the authority to adopt and amend Bylaws, appoint officers, issue shares within authorized limits, and take all actions necessary for the conduct of the Corporation's business consistent with this Agreement and the Articles.

8. Officers

The initial officers of the Corporation shall be appointed by the Board and may include a President, Secretary and Treasurer. The Board shall fix compensation and duties of officers and may remove or replace officers in accordance with the Bylaws.

9. Restrictions on Transfer of Shares

9.1 Transfer Restrictions. Except as otherwise provided in this Agreement, no shareholder shall transfer any Shares unless such transfer complies with the right of first refusal, consent and other restrictions set forth in this Agreement and the Articles. Any purported transfer in violation shall be void and of no effect.

9.2 Right of First Refusal. Before transferring Shares to a third party, a shareholder shall offer the Shares to the Corporation and then to the other shareholders on the same terms. Procedures and timing for exercising such rights shall be established by the Board or in the Bylaws.

10. Representations and Warranties

10.1 Incorporator Representations. The Incorporator represents and warrants that the Incorporator has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that execution and performance will not violate any contract or applicable law.

10.2 Corporation Representations. To the extent applicable following formation, the Corporation will represent that it is duly organized, has the corporate power to carry on its business, and that this Agreement will be binding upon the Corporation when duly executed.

11. Covenants

The parties covenant to execute and deliver all instruments, take all actions and cause all corporate approvals to be obtained as may be necessary or desirable to effectuate the purposes of this Agreement, including adoption of Bylaws, issuance of Shares and taking steps to maintain corporate formalities.

12. Indemnification

To the fullest extent permitted by law, the Corporation shall indemnify and hold harmless its directors, officers and agents for liabilities and expenses incurred in connection with their service to the Corporation, subject to the terms and conditions set forth in the Articles and Bylaws.

13. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or sent by certified mail, return receipt requested, or by nationally recognized overnight courier service, to the addresses set forth below or to such other address as a party designates by written notice.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

15. Entire Agreement

This Agreement, together with the Articles, the Bylaws and any attached Schedules, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, such provision shall be ineffective to the extent of such invalidity or unenforceability without affecting the remaining provisions of this Agreement, which shall continue in full force and effect.

17. Amendments and Waiver

Any amendment or modification of this Agreement shall be effective only if in writing and signed by the parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting such waiver.

18. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

19. Miscellaneous

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

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