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Preincorporation Agreement by Incorporators and Promoter Agreement made on the ____________________ (date), between ___________________________ (Name of Promoter) of _____________________________ _____________________________________ (street address, city, county, state, zip code), referred to herein as Promoter, and ___________________________ (Name of Incorporator One), of _____________________________________________________________________ (street address, city, county, state, zip code), and _________________________ (Name of Incorporator Two) , of __________________________________________________________ _______________ (street address, city, county, state, zip code), collectively referred to herein as Incorporators or Seller. Whereas, the Incorporators are about to form a corporation to be named ____________ ______________________________ (name of corporation) (the Corporation ); and Whereas, the Seller desires that the Corporation sell _____________ (number) shares of (e.g., common stock) ______________________ (the shares) in addition to existing commitments to sell the same; and Whereas, the Promoter desires to promote the sale of the shares according to the terms of this Agreement, and the Seller desires to engage the Promoter to perform such services; and Whereas, the Incorporators desire to provide for additional matters related to the Corporation, its directors, officers and shareholders; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Pre-Existing CommitmentsThe following Subscriber has already committed to the purchase of the following shares and the Promoter shall not receive any compensation for the sale of such shares to this Subscriber: _______________________ (Name of Subscriber); ___________ (number of shares).2.Promoter’s AuthorityThe Promoter is authorized to sell, for a period ending ________________ (date), up to ___________ (number) shares (but not in blocks of less than __________ (number) shares per owner or joint owner), all of which stock shall be subject to the Corporation's Buy-Sell Agreement and to a securities legend, to persons who fit the following criteria: (specify) ______ ___________________________________ at a price not less than $____________ per share.3. Promoter’s RepresentationThe Promoter agrees that he shall only represent the Corporation in the following manner:A. All solicitations shall be made by ______________________________________ ____________________________________________________________________________ (personal contact or telephone or mailings) to persons who fit the following description: (describe) __________________________________________________________________. B. The only advertising materials to be used shall be first approved by the Seller.C. The only description of the Corporation and its prospects to be used shall be the materials attached to and made a part of this Agreement as Exhibit A. The Promoter agrees that he will not, in any manner whatever, suggest, hint, or indicate that such materials underestimate the condition or prospects of the corporation, nor shall such Promoter fail to give a copy of such materials to every prospective purchaser as follows: (describe when copy is to be given) ____________________________________________________________________________. The Promoter agrees that if he has failed to comply with this Subparagraph C for any reason, such failure and its facts shall be immediately disclosed to Seller .4. Promoter’s CompensationThe Promoter shall be compensated as follows: (describe) ______________________ ____________________________________________________________________________.5.IncorporationThe Corporation shall be a for-profit corporation organized under the laws of ______________________ (name of state), and shall be known as _____________________ ___________________ (name of corporation) .6.Corporate PurposeThe Corporation shall have the following purpose: the purpose for which the Corporation will be organized is to transact all lawful business for which corporations may be organized under the ____________________________________________________________________ (Name of State’s Business Corporation Act).7. Initial DirectorsThe Corporation initially shall have ________ (number) directors who shall be: _______ ____________________________________________________________________ (names).8.Initial OfficersThe initial officers of the Corporation shall be:Chairman: ________________________________________________President: _________________________________________________Vice-President: _____________________________________________Secretary: _________________________________________________Treasurer: _________________________________________________9.Employment ContractThe Corporation shall employ _______________________ (name) as the (describe position) ______________________________________ of the Corporation for a period of not less than _________ (number) months and shall pay him $____________ per year for his services as such; the amount to be paid in (e.g., biweekly installments) ___________________ of $____________, the first such payment to be paid on ___________________ (date). __________________________ (Name of Employee) shall have the authority to: A. Acquire and dispose of assets;B. Borrow money and give security for the same;C. Enter into contracts;D. Deposit and withdraw corporate funds;E. Employ and dismiss employees and establish their wages;F. Establish corporate procedures;G. Determine hours of operation;H. Advertise;I. _______________________ (Purchase or Construct or Lease) the following (e.g., plant and equipment) _________________________: (describe) _________________ ___________________________________________________________________________.J. Do such other things, as he in his sole and reasonably exercised discretion, shall deem necessary to successfully establish, operate and manage the Corporation. The Corporation and _____________________ (Name of Employee) shall enter into an employment contract with the following fringe benefits:1. Medical insurance with the following features:i)Hospital:Room and board: $____________ per day.Maximum no. of days: ____________.Intensive care additional: $____________ per day. Intensive care no. of days: ____________.Maximum extra charges: $____________.Surgical schedule: ____________.Anesthesia: ____________.In-hospital benefit: ____________.Hospital-out-patient: ____________.Supplemental accident: ____________.Radiation therapy: ____________.Diagnostic X-ray and lab: ____________.Maternity: ____________.2. Major medical: Maximum: $____________.Deductible: $____________.Coinsurance: ______%.Prescription drugs: ____________.Out-patient: ____________.Convalescent care: ____________.3. Dental: Deductible/family: ____________.Oral exams, etc.: ____________.X-Rays, fillings, etc.: ____________. Bridges, dentures, crowns, etc.: ____________.Maximum benefit: $____________.4. Carrier: ______________________________________.K. Disability insurance with the following features:1. Carrier: ______________________________________.2. Wait upon accidental disability: ____________.3. Wait upon sickness: ____________.4. Benefit per week: $____________.5. Reduction for partial disability: ____________.6. Reduction for ability to be employed: ____________.7. Benefit period upon accident: ____________.8. Benefit period upon sickness: ____________.L. Medical reimbursement: maximum benefit per corporate fiscal year: $____________.M. Group term life insurance: death benefit: $____________.N. Group whole life insurance: death benefit: $____________.O. Fully paid vacation days per year: ____________.P. Fully paid sick days per year: ____________.Q. Use of car ____________.1. Make and model: ____________.2. Reimbursement per business mile: ____________.3. Repair policy: ______________________________________.R. Education benefits -- work related:1. Days fully paid: ____________.2. Maximum course charge per day: $____________. 3. Maximum hotel allowance: $____________ per day.4. Maximum meal allowance: $____________ per day.5. Maximum entertainment: $____________ per day.S. Education benefits—nonwork related: maximum course cost and book costs per corporate fiscal year: $____________.T. Professional liability insurance coverage: $____________ per occurrence and $____________ per year.U. Personal liability insurance coverage: $____________ per person and $____________ per occurrence.V. A stock warrant which has the following features: (describe) _______________ ______________________________________________________.W. A stock option which has the following features: (describe) ________________ ______________________________________________________.X. A qualified retirement plan benefit which has the following features:1. Name of plan: ______________________________________.2. Minimum age for participation: ____________.3. Minimum service for participation: ____________.4. Employment status (categories):________________________________.5. Vesting: ______________________________________.6. Corporation contribution formula:_______________________________.7. Employee contribution formula:_________________________________.8. Effective date of plan: ____________.9. Initial committee members:____________________________________.10. Initial trustees: ______________________________________.11. Initial contribution: $__________________________________.Y. A deferred compensation plan which has the following features:1. Benefit on death: $____________.2. Benefit on disability: $____________. 3. Benefit on retirement or termination before age 65: $____________.4. Benefit on retirement or termination after age 65: $____________.Z. Reimbursement for:1. Entertainment: not to exceed $____________ per ____________.2. Travel: not to exceed $____________ per day (excluding mileage which shall be at ____________ cents per mile).3. Hotel per day: $____________.4. Meals per day: $____________.AA. A split-dollar plan with the following features:1. Name of plan: ______________________________________.2. Type of plan: ______________________________________.3. Type of policy: ______________________________________.4. Corporation's contribution: $____________.5. The insured's obligation will be: $____________.6. The total loan shall be defined as: $____________.10. Buy-Sell AgreementThe stockholders and additional stockholders (if any) shall enter into a By-Sell Agreement in substantially the same form as that attached to this Agreement as Exhibit B.11.Voting TrustIt is agreed that a voting trust agreement shall be entered into by the stockholders and additional stockholders (if any), such agreement to be in substantially the same form as that attached to this agreement as Exhibit C:A. Trustee: ______________________________________.B. Termination Date: _________________.12. S Corporation StatusThe stockholders agree that they will cause the Corporation to elect to be taxed under Subchapter S of the Internal Revenue Code and that they will not transfer the stock of the Corporation if such transfer would cause the Corporation to lose its election to be taxed under Subchapter S of the Internal Revenue Code.13.SeverabilityThe invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 14. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 15. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 16. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 17. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 18. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 19. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 20. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 21. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.WITNESS our signatures as of the day and date first above stated. ___________________________ (Printed name) ___________________________(Signature of Incorporator One) ___________________________ (Printed name) ___________________________(Signature of Incorporator Two)___________________________ (Printed name) ___________________________(Signature of Promoter)