Fill and Sign the Financial Statement Disclosures Attached as Exhibits a and B and 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.
The corporation shall be classified as a limited liability company pursuant to the laws of the states of Nebraska , michigan , and florida and the provisions of section 501 (c)(3) of the federal corporate tax code. The proposed corporation shall be entitled to take all necessary steps to have its business and assets organized for such purpose by, in a timely and orderly manner consistent with the corporation's business plan or design for the use of the corporation. The corporation will be limited in the activities it may engage in from January 1, 2013 until the day of the meeting set for such meeting. All corporate and other official acts of the corporation and its officers, and acts of the corporation as required by its articles of incorporation, as well as any special act or events, shall be valid only during said period of time. When a meeting occurs, unless otherwise adjourned, or unless the shareholders and directors fail to adopt a certain action within the time prescribed, those directors and shareholders may proceed as provided by their respective articles of incorporation. Ii. Whenever it shall be convenient the parties further agree, the corporation may elect its officers by a majority vote of them all and to elect members of its board of directors by a majority of their number. Iii. All decisions regarding the corporate business shall be made by the holders of a majority of all the shares then entitled to vote. Iv. Except as provided in section vii of this agreement, the directors of the corporation shall not have the power to make any decision concerning the corporation or its officers during the period of time described in section i. V. Upon consummation of their business plan or design or upon the expiration of said period of time, the directors may take the actions permitted by this agreement except to make any decision respecting the corporate business that is required by its articles of incorporation but is unenforceable for one or more of the following reasons: a. After notice of the transaction to the shareholders or on being otherwise notified of the election of directors or by the failure of directors to act, such transaction or failure is not in accordance with the corporate business plan and is void and the shareholders or directors and the corporation shall each be jointly and severally liable for all losses or damages suffered thereby. B. The actions of the corporation during such period of time are unlawful (the directors being a criminal offense). C. The directors are unfit (the shareholders having the power to remove the directors.). D. The directors are unable or disqualified to exercise their duties (the shareholders having the power to remove the directors.