Legal Draft Articles of Incorporation

LEGAL DRAFT ARTICLES OF INCORPORATION

The undersigned incorporator hereby adopts the following Articles of Incorporation for the corporation to be formed under applicable law. Corporation Name: Principal Office Address:

RECITALS

WHEREAS, the incorporator desires to form a corporation under the laws of the jurisdiction identified in Article XII for the purpose of engaging in any lawful business for which corporations may be incorporated under such laws; and

WHEREAS, the incorporator intends these Articles to set forth the basic governing provisions of the corporation, including shareholder rights, board structure, stock authority, and limitations of liability for directors and officers;

WHEREAS, the incorporator has executed and will deliver all documents and take all actions necessary to effect the formation of the corporation.

NOW, THEREFORE, the incorporator hereby adopts the following Articles of Incorporation:

ARTICLE I — NAME

The name of the corporation is .

ARTICLE II — DURATION

The period of duration of the corporation is perpetual unless a definite dissolution date is specified: Effective Date: .

ARTICLE III — PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the governing corporate statutes, including without limitation:

ARTICLE IV — REGISTERED AGENT AND OFFICE

The name and street address of the initial registered agent and registered office are set forth below. The agent consents to accept service of process on behalf of the corporation.

ARTICLE V — CAPITAL STOCK

The aggregate number of shares of stock which the corporation shall have authority to issue is shares, and the par value of each share is . The shares may be divided into one or more classes or series, each with such designations, preferences, limitations and relative rights as the board of directors may fix.

ARTICLE VI — INCORPORATOR

The name and address of the incorporator are as follows:

ARTICLE VII — INITIAL BOARD OF DIRECTORS

The number of directors constituting the initial board is , and the names and addresses of the persons who are to serve as the initial directors until the first annual meeting or until their successors are duly elected and qualified are:

ARTICLE VIII — BYLAWS

The board of directors shall have the power to adopt, amend or repeal the bylaws of the corporation. Such bylaws may contain provisions not inconsistent with these Articles of Incorporation and applicable law regarding the governance of the corporation.

ARTICLE IX — LIMITATION OF LIABILITY AND INDEMNIFICATION

To the fullest extent permitted by law, a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. The corporation shall indemnify directors and officers to the maximum extent permitted by applicable law, and the board may authorize insurance on behalf of such persons.

ARTICLE X — AMENDMENT OF ARTICLES

These Articles of Incorporation may be amended from time to time by the affirmative vote of holders of a majority of the outstanding shares entitled to vote or by such greater vote as may be required by law or by any provisions of these Articles applicable to a particular amendment.

ARTICLE XI — DISSOLUTION

Upon dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all liabilities of the corporation, distribute the remaining assets in such manner as the board deems equitable consistent with applicable law and any contractual or statutory priorities.

NOTICES

Any notice required or permitted under these Articles shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses provided in the corporate records or to such other address as a party may designate in writing.

GOVERNING LAW

These Articles shall be governed by and construed in accordance with the corporate laws of the jurisdiction in which this corporation is organized. Governing Jurisdiction:

ENTIRE AGREEMENT

These Articles of Incorporation constitute the entire written agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter.

SEVERABILITY

If any provision of these Articles is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these Articles shall be construed as if such invalid, illegal or unenforceable provision had never been included.

AMENDMENTS; WAIVER; COUNTERPARTS

Any provision of these Articles may be amended, modified or repealed by the corporation as provided herein and by applicable law. No waiver of any provision shall be effective unless in writing. These Articles may be executed in counterparts, each of which shall be deemed an original.

ADDITIONAL PROVISIONS

The incorporator reserves the right to insert additional provisions not inconsistent with law for the regulation of the internal affairs of the corporation and the conduct of its business.

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