Fill and Sign the Preincorporation Agreement This Agreement Made This Day of Form

PREINCORPORATION AGREEMENT THIS AGREEMENT made this ____ day of ___________, 20___ , by and between the following individuals, hereinafter the “Parties”: __________________________________ ___________________________________ __________________________________ ___________________________________ __________________________________ ___________________________________ W I T N E S S E T H: WHEREAS, the Parties are currently in the pre-incorporation stages of the formation of a corporation to be named _________________________________________, and to be organized pursuant to the laws of the State of Delaware hereinafter "Corporation". WHEREAS, the Parties believe it is in their best interest to unanimously agree to terms providing for the operation, management and control of the Corporation in order to achievetheir aims and purposes. WHEREAS, the Parties, having agreed that, following the formation of the proposed _____________________ Corporation, they, acting as Shareholders shall elect, from their number, __________ individuals to serve as Directors. These individuals, being signatory hereto, shall, as Directors, make all reasonable efforts to put in place and effect the following items of agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, it is agreed by and between the parties as follows: I. The Parties agree to form a corporation named _______________ under the laws of the State of Delaware If the proposed name of the Corporation is unavailable, the Parties shall agree on a substitute name. The Parties further agree that the formation of the Corporation shall be completed no later than the _____ day of _______________, 20___, excepting for time for reasonable delays. The Articles of Incorporation shall be signed by _____________, who shall promptly call a meeting of the proposed Shareholders and Directors within five (5) days of formation of the corporation.
2. That if any stock of the corporation is sold pursuant to the provisions herein to be adopted and adopted by the proposed corporation before the closing of this transaction, upon closing, the stock sale agreement shall thereupon enter into full force and effect notwithstanding that, at the time the notice of the stock sale agreement became effective, the certificate of stock is not signed by the stockholders who are the stockholders of record or if the certificate of stock is not signed by the stockholders who are the stockholders of record, who are not stockholders of record, such notice shall be filed within thirty (30) days after such notice became effective to remove such limitations upon enforcement of the provisions of this paragraph. The parties agree that, within thirty (30) days of the date of this agreement entering into full force and effect hereunder, the notice of the stock sale agreement, upon becoming effective, shall be filed to remove any limitations upon the enforcement of the provisions of this paragraph as regards the termination of the business of the corporation pursuant to such notice. Iii. That upon the agreement herein to be executed or by the date of the execution of this agreement, an election for officers shall be made, to be held pursuant to such plan and procedure as may by the parties hereto agreed upon as shall be in the best interests of the corporation in order to achieve its aims and purposes. Iv. That there be a board of directors made up entirely of persons currently or formerly existing or who are being or who have been employed by the existing owners to serve as directors of the proposed corporation as soon as practicable thereafter, who will have their names printed as directors on the certificate of incorporation and a by-law adopted to be known as the "by-laws of the corporation” as provided in this paragraph, which by-laws shall be the provisions of the corporation, as now or hereafter amended or changed, for the establishment, continued, discontinuance and termination of the corporation. V. That the number of members of the board of directors shall be determined by the terms or conditions of each proposed member of the board provided for below at the time such member has been elected; and as of the date of this agreement, such additional directors may be elected and additional members added to the board of directors provided for below. 6. That the proposed corporation shall have a board consisting of an individual, who, upon the signing of this agreement, shall become the president and chief executive officer of the corporation; and such individual shall be in possession and exercising every power and authority, both as.