[ARTICLES/CERTIFICATE] OF INCORPORATION OF [NAME OF CORPORATION]

Article 1. NameThe name of this corporation is [name].

Article 2. PurposesThe purpose for which this corporation is formed is [description].

Article 3. Registered Office and AgentThe address of the initial registered office of the corporation is [address], [name of city], [name of county], [name of state] [zip code], and the name of its initial registered agent at such address is [name of agent].

Article 4. Principal OfficeThe business address of the corporation's principal office is [address or other specific description], [name of city], [name of county], [name of state] [zip code].[EITHER:]

Article 5. DurationThe period of this corporation's duration is [perpetual/[number of years] years].[OR:]

Article 5. DurationThis corporation's existence shall expire on [date].

Article 6. Directors, Officers and Agents

6.1. Initial DirectorsThe number of directors constituting the initial board of directors is [number of section], and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

NameAddress[name][address][name][address][name][address]

6.2. Initial OfficersThe names and addresses of the President and Secretary of the corporation are as follows:

NameAddress[name][address][name][address]

6.3. Changes in Authorized Number of DirectorsThe number of directors of the corporation set forth in Section 6.1 of this Article shall constitute the authorized number of directors until changed by an amendment of [these articles/this certificate] of incorporation or by a bylaw duly adopted by the vote or written consent of the holders of a majority of the then outstanding shares of stock in the corporation.

6.4. Removal of Directors and OfficersAny officer elected or appointed by the board of directors, or by the Executive Committee, or by the shareholders, or any member of the Executive Committee, or of any other standing committee, or any director of this corporation may be removed at any time, with or without cause, in such manner as shall be provided in the bylaws of this corporation.[EITHER:]

6.5. Powers of DirectorsSubject to the limitations contained in the [articles/certificate] of incorporation and [Section/Article] [number of section] of the corporation law for the State of [name of state] concerning corporate action that must be authorized or approved by the shareholders of the corporation, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be controlled by the board.[OR:]

[OPTIONAL: 6.5. Specific Powers of Directors

(a) In furtherance and not in limitation of the powers conferred upon the board of directors by statute, the board of directors is expressly authorized, without any vote or other action by shareholders other than such as at the time shall be expressly required by statute or by the provisions of these articles of incorporation, as amended, or of the bylaw, to exercise all of the powers, rights and privileges of the corporation (whether expressed or implied in these articles or conferred by statute) and to do all acts and things which may be done by the corporation, including, without limiting the generality of the above, the right

(i) Pursuant to a provision of the bylaw, by resolution adopted by a majority of the actual number of directors elected and qualified, to designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in that resolution or in the bylaw, shall have and exercise all the authority of the board of directors except as otherwise provided by law;

(ii) To make, alter, amend or repeal bylaw for the corporation;

(iii) To authorize the issuance from time to time of all or any shares of the corporation, now or in the future authorized, part paid receipts or allotment certificates in respect of any such shares, and any securities convertible into or exchangeable for any such shares (regardless of whether those shares, receipts, certificates or securities be unissued or issued and subsequently acquired by the corporation), in each case to such corporations, associations, partnerships, firms, individuals or others (without offering those shares or any part of them to the holders of any shares of the corporation of any class now or in the future authorized), and for such consideration (regardless of whether more or less than the par value of the shares), and on such terms as the board of directors from time to time in its discretion lawfully may determine;

(iv) From time to time to create and issue rights or options to subscribe for, purchase or otherwise acquire any shares of stock of the corporation of any class now or in the future authorized or any bonds or other obligations or securities of the corporation (without offering the same or any part of them to the holders of any shares of the corporation of any class now or in the future authorized);

(v) In furtherance and not in limitation of the provisions of the above subdivisions (iii) and (iv), from time to time to establish and amend plans for the distribution among or sale to any one or more of the officers or employees of the corporation, or any subsidiary of the corporation, of any shares of stock or other securities of the corporation of any class, or for the grant to any of such officers or employees of rights or options to subscribe for, purchase or otherwise acquire any such shares or other securities, without in any case offering those shares or any part of them to the holders of any shares of the corporation of any class now or in the future authorized; such distribution, sale or grant may be in addition to or partly in lieu of the compensation of any such officer or employee and may be made in consideration for or in recognition of services rendered by the officer or employee, or to provide

[him/her] with an incentive to serve or to agree to serve the corporation or any subsidiary of the corporation, or otherwise as the board of directors may determine; and

(vi) To sell, lease, exchange, mortgage, pledge, or otherwise dispose of or encumber all or any part of the assets of the corporation unless and except to the extent otherwise expressly required by statute.

(b) The board of directors, in its discretion, may from time to time:

(i) Declare and pay dividends upon the authorized shares of stock of the corporation out of any assets of the corporation available for dividends, but dividends may be declared and paid upon shares issued as partly paid only upon the basis of the percentage of the consideration actually paid on those shares at the time of the declaration and payment;

(ii) Use and apply any of its assets available for dividends, subject to the provisions of clause [number of clause] of these articles, in purchasing or acquiring any of the shares of stock of the corporation; and

(iii) Set apart out of its assets available for dividends such sum or sums as the board of directors may deem proper, as a reserve or reserves to meet contingencies, or for equalizing dividends, or for maintaining or increasing the property or business of the corporation, or for any other purpose it may deem conducive to the best interests of the corporation. The board of directors in its discretion at any time may increase, diminish or abolish any such reserve in the manner in which it was created.][OR:]

[OPTIONAL: 6.5. Power to Issue SharesThe board of directors is expressly authorized to adopt, from time to time, a resolution or resolutions providing for the issue of preferred stock in one or more series, to fix the number of shares in each such series and to fix the designations and the powers, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions of such shares, of each such series.The authority of the board of directors with respect to each such series shall include a determination of the following, which may vary as between the different series of preferred stock:

(a) The number of shares constituting the series and the distinctive designation of the series;

(b) The dividend rate on the shares of the series, the conditions and dates upon which dividends on such shares shall be payable, the extent, if any, to which dividends on such shares shall be cumulative, and the relative rights of preference, if any, of payment of dividends on such shares;

(c) Whether or not the shares of the series are redeemable and, if redeemable, the time or times during which they shall be redeemable and the amount per share payable on redemption of such shares, which amount may, but need not, vary according to the time and circumstances of such redemption;

(d) The amount payable in respect of the shares of the series, in the event of any liquidation, dissolution or winding up of this corporation, which amount may, but need not, vary according to the time or circumstances of such action, and the relative rights of preference, if any, of payment of such amount;

(e) Any requirement as to a sinking fund for the shares of the series, or any requirement as to the redemption, purchase or other retirement by this corporation of the shares of the series;

(f) The right, if any, to exchange or convert shares of the series into other securities or property, and the rate or basis, time, manner and condition of exchange or conversion;

(g) The voting rights, if any, to which the holders of shares of the series shall be entitled in addition to the voting rights provided by law; and

(h) Any other terms, conditions or provisions with respect to the series not inconsistent with the provisions of this Article or any resolution adopted by the board of directors pursuant to this Article.][OR:]

[OPTIONAL: 6.5. Power to Assess SharesThe directors of this corporation are hereby granted power and authority to levy and collect from time to time, as in their discretion they may deem advisable, assessments upon all of the shares of this corporation at any time issued and outstanding, and shall have and enjoy all of the rights and privileges with reference to such assessments as are fixed, provided, and established by law in respect to corporations the directors of which have such power of assessment; provided, however, neither any assessment nor the levy thereof shall create any personal liability whatsoever of any shareholder of this corporation. The assessment shall be a lien on the shares assessed from the time of the levy.][OR:]

[OPTIONAL: 6.5. Delegation of AuthorityThe board of directors shall delegate, to the extent that it considers necessary, any portion of its authority to manage, control, and conduct the current business of the company, to any standing or special committee of the corporation or to any officer or agent thereof. Notwithstanding any delegation of authority that the board may make hereunder, it shall exercise general supervision over the officers and agents of the corporation and shall be responsible to the shareholders for the proper performance of their respective duties.]

[OPTIONAL: 6.6. Option: Classified Board of DirectorsThe bylaws of this corporation may prescribe that the directors of this corporation shall be classified in respect to the time for which they shall severally hold office, into [number of classes] classes, each class to consist of [number of directors] of the directors and to be elected for the following terms: [description of term for each class]At each annual election the successors to the class of directors whose term expires in that year shall be elected to hold office for the term of [number of years] years, so that the term of office of at least one class shall expire in each year.]

[OPTIONAL: 6.7. Greater Director Voting RequirementsEach of the following actions shall require the approval by the vote of [amount of percentage]%, or the written consent, of the board of directors of the corporation notwithstanding that applicable law would otherwise permit such actions with the approval of a lesser percentage: [description of actions subject to supermajority voting].]

[OPTIONAL: 6.8. Interested Director or Officer TransactionsNo contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because [his/her] or their votes are counted for such purpose, if:

1. The material facts as to [his/her] interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or

2. The material facts as to [his/her] interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

3. The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.

Interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.][EITHER:]

[OPTIONAL: 6.9. Indemnification

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that [he/she] is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fee), judgments, fines and amounts paid in settlement actually and reasonably incurred by [him/her] in connection with such action, suit or proceeding if [he/she] acted in good faith and in a manner [he/she] reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe [his/her] conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which [he/she] reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that [his/her] conduct was unlawful.

(b) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that [he/she] is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by [him/her] in connection with the defense or settlement of such action or suit if [he/she] acted in good faith and in a manner [he/she] reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of [his/her] duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such other court shall deem proper.

(c) To the extent that any person referred to in paragraphs (a) and (b) of this article has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, [he/she] shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by [him/her] in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because [he/she] has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is

not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that [he/she] is entitled to be indemnified by the corporation as provided in this article.

(f) The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in [his/her] official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against [him/her] and incurred by [him/her] in any such capacity, or arising out of [his/her] status as such, whether or not the corporation would have the power to indemnify [him/her] against such liability under the provisions of this Article 11.

(h) For the purposes of this article, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as [he/she] would if [he/she] had served the resulting or surviving corporation in the same capacity.][OR:]

6.9. IndemnificationThe corporation is authorized to provide indemnification of agents (as defined in [[section/article] number] of the [name of [act/statute]]) for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by [[section/article] number] of the [name of [act/statute]], subject to the limits on such excess indemnification set forth in [[section/article] number] of the [name of [act/statute]].

Article 7. IncorporatorsThe names and addresses of the incorporators are:

NameAddress[name][address][name][address][name][address]

Article 8. Capitalization[EITHER:]

8.1. Number and Classes of SharesThe total number of shares of all classes of stock which the corporation shall have authority to issue is [number of shares], divided into [number of shares] shares of [class name] common stock at $[dollar amount] par value each and [number of shares] shares of [class name] preferred stock, at $[dollar amount] par value each.The classes of stock shall be issuable in one or more series with such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights, and corresponding qualifications, limitations or restrictions, as shall be stated and expressed in this certificate of incorporation or any amendment to it, or in the resolution or resolutions providing for the issue of such stock, or series of stock, adopted, at any time and from time to time, by the board of directors of the corporation pursuant to the authority hereby expressly vested in the board of directors.[OR:]

8.1. Number and Classes of SharesThe corporation is authorized to issue only one class of stock, to be designated common stock. The total number of shares of common stock presently authorized is [total number of shares].

[OPTIONAL: 8.2. Reserved SharesSuch numbers of shares of common stock as may from time to time be required for such purpose shall be reserved for issuance: (i) upon conversion of any shares of preferred stock or any obligation of this corporation convertible into shares of common stock; and (ii) upon exercise of any options or warrants to purchase shares of common stock.]

[OPTIONAL: 8.3. Minimum Capital RequirementsThis corporation will not commence business until it has received for the issuance of its shares consideration of the value of $[dollar amount], consisting of money, labor done, or property actually received.]

[OPTIONAL: 8.4. Amendment of Capital ProvisionsThis Article can be amended only by the vote or written consent of the holders of [amount of percentage]% of the outstanding shares.][EITHER:]

Article 9. Share Rights and Restrictions

9.1. Dividend Rights

(a) Subject to any prior rights to receive dividends to which the holders of shares of any series of the [class name] preferred stock may be entitled, the holders of shares of [class name] common stock shall be entitled to receive dividends, if and when declared payable from time to time by the board of directors, from funds legally available for payment of dividends.

(b) The holders of [class name] preferred stock of all series shall be entitled to receive, when and as declared by the board of directors, dividends at the rate or rates fixed for the respective series, and no more, without priority of one series over any other series, out of funds of the corporation legally available for dividends, payable in cash quarterly on such dates as may be fixed by the board of directors as to any series of [class name] preferred stock (the periods between any such dates, commencing on such dates, being designated in this certificate as “dividend periods”). Dividends on the [class name] preferred stock of any series shall be cumulative from and after such date as may be fixed by the board of directors prior to their issuance. Such dividends on the [class name] preferred stock of all series shall be declared and paid or set apart for payment before any dividend shall be declared or paid or set apart for payment on, or any other distribution made in respect of, the [class name] common stock, and shall be cumulative as above provided so that if, in any dividend period, dividends at the respective rates fixed for each such series shall not have been declared and paid or set apart for payment on all outstanding shares of each such series for such dividend period and all

preceding dividend periods from and after the date from which dividends on each such series shall be cumulative, then the aggregate deficiency shall be fully paid or declared and set apart for payment, but without interest, before any dividends shall be declared or paid or set apart for payment on, or any other distribution made in respect of the [class name] common stock.

(c) After full cumulative dividends on the outstanding [class name] preferred stock of all series shall have been paid or set apart for payment for all previous dividend periods and for the then current dividend period, as above provided, and after sufficient funds shall have been set aside to meet all matured obligations, if any, of the corporation with respect to all sinking funds, retirement funds or purchase funds for any series of [class name] preferred stock, then and not otherwise, as long as any [class name] preferred stock of any series shall remain outstanding, dividends may be declared and paid or set apart for payment on the [class name] common stock in the discretion of the board of directors out of any funds of the corporation then remaining and legally available for that purpose.

(d) Accumulations of dividends, whether declared or passed, shall not bear interest.[EITHER:]

9.2. Voting RightsExcept as otherwise expressly provided by the law of the State of [name of state] or [these articles/this certificate] of incorporation or the resolution of the board of directors providing for the issue of a series of [class name] preferred stock, the holders of the [class name] common stock shall possess exclusive voting power for the election of directors and for all other purposes, including the right to vote on questions of merger, consolidation and the sale of substantially all the assets of the corporation. Every holder of record of [class name] common stock entitled to vote and, except as otherwise expressly provided in the resolution or resolutions of the board of directors providing for the issue of a series of [class name] preferred stock, every holder of record of any series of [class name] preferred stock at the time entitled to vote, shall be entitled to one vote for each share held.[OR:]

[OPTIONAL: 9.2. Voting RightsThe holders of [class name] preferred stock, as a class, shall be entitled to designate [number of members] members of the board of directors. The holders of the Common Stock, as a class, shall be entitled to designate the remaining [number of members] members of the board of directors. So long as any shares of [class name] preferred stock remain outstanding, the corporation shall not, without the vote or written consent of the holders of more than [amount of percentage]% of the then outstanding shares of [class name] preferred stock, change the authorized number of directors of the corporation or the terms of this article. Vacancies in the office of a director shall be filled by a vote of that class of shares which is entitled to elect the director in accordance with this article.][OR:]

[OPTIONAL: 9.2. Conditional Voting RightsThe holders of outstanding [class name] preferred stock shall be entitled to vote as a class for the election of [number of directors] directors if the corporation shall fail for [number of quarters] quarters to pay the fixed, minimum or other dividend payable with respect to those shares or with respect to a particular series of such shares, regardless of whether the dividend is cumulative. These limited voting rights may be exercised at the next annual meeting of shareholders following the failure to pay a dividend for the [designation of quarter] quarter and at each succeeding annual meeting of shareholders until payment of all preferred dividends which are in arrears has been made or provided for, at which time the right to vote for election of [number of directors] directors conferred upon the holders of the outstanding [class name] preferred stock shall cease. In addition to the conditional right to vote for election of [number of directors] directors, any proposal to amend the relative rights and privileges of shares of [class name] preferred stock (including those conferred by this provision) upon which the holders of that preferred stock are entitled by the provisions of the corporation act to vote upon as a class shall require, instead of a vote of the holders of a majority of those shares, the affirmative vote of the holders of [percentage/fractional number] of those shares. Except as specified in this paragraph, the holders of [class name] preferred stock shall not be entitled to any vote on any matter, including questions of merger, consolidation, and the sale of all or substantially all of the assets of the corporation.][OR:]

[OPTIONAL: 9.2. Conditional Voting RightsWhenever and as often as dividends payable on the [class name] preferred stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding [number of section] quarterly dividends (whether or not declared and whether consecutive or not), the holders of record of the [class name] preferred stock of all series shall thereafter have the right, as a single class, to elect [number of directors] directors, and, subject to the terms of any outstanding series of [class name] preferred stock, the holders of record of the [class name] common stock, as a single class, shall have the right to elect the remaining authorized number of directors.Upon the happening of the [number of defaults] dividend defaults set forth above, a special meeting of shareholders of the corporation then entitled to vote shall be called by the chairperson of the board or the president or the secretary of the corporation, if requested in writing by the holders of record of not less than [amount of percentage]% of the [class name] preferred stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of shareholders, the shareholders of the corporation then entitled to vote shall elect, voting as above provided, an entirely new board of directors, and the term of office of the directors in office at the time of that election shall expire upon the election of their successors at that meeting; provided, however, that nothing contained in this certificate shall be construed to be a bar to the re-election of any director at that meeting. At all meetings of shareholders at which holders of [class name] preferred stock shall be entitled to vote for directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated directors. In order to validate an election of directors by shareholders voting as a class, such directors shall be elected by the vote of at least a plurality of shares held by such shareholders present or represented at the meeting. At any such meeting, the election of directors by shareholders voting as a class shall be valid notwithstanding that a quorum of other shareholders voting as one or more classes may not be present or represented at that meeting, and if any shareholders voting as a class shall elect directors, the directors so elected shall be deemed to be directors of the corporation unless and until the other shareholders entitled to vote as one or more classes shall elect their directors.While class voting is in effect with respect to the [class name] preferred stock, any director elected by holders of [class name] preferred stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the shareholders voting as a class who elected that director, for any cause deemed sufficient by such shareholders present at that meeting. In case any vacancy shall occur among the directors elected by such shareholders voting as a class, that vacancy may be filled by the remaining director so elected, or [his/her] successor then in office, and the director so elected to fill that vacancy shall serve until the next meeting of shareholders for the election of directors.Such voting rights of the holders of [class name] preferred stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on [class name] the preferred stock shall have been paid or declared and set apart for payment at which time the right of the [class name] preferred stock to vote as a single class for the election of directors, as set forth above, shall terminate. Upon such termination, a special meeting of the shareholders of the corporation then entitled to vote may be called by the chairperson of the board or the president, and shall be called by the chairperson of the board or the president or the secretary of the corporation if requested in writing by the holders of record of not less than [amount of percentage]% of the [class name] common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the shareholders, the shareholders of the corporation then entitled to vote shall elect an entirely new board of directors and the term of office of the directors in office at the time of that election shall expire upon the election of their successors at that meeting; provided, however, that nothing contained in this certificate shall be construed to be a bar to the re-election of any such director at such meeting.][OR:]

9.2. Conditional Voting RightsIf the corporation shall pass or be in default in the payment of dividends on preferred shares for [default period], then, at the option of the holders of the preferred stock, such holders shall have sole

voting rights for the election of directors and for all other corporate purposes, and the voting rights of the holders of the common shares of the corporation shall be suspended, until preferred stock dividends shall have been paid for a period of [number years] years.Under the above-stated conditions, the holders of the preferred shares may exercise their option to assume voting rights by vote of the holders of a majority of such preferred shares, or by written demand executed by such majority. Written notice of any such election shall be given to the secretary of the corporation, who shall promptly notify the officers, directors, and common shareholders.During the time of assumption of the voting power by the preferred shareholders, all the provisions of the bylaws relating to the calling, giving notice of, and holding of shareholders' meetings, both regular and special, the election of directors, the appointment, suspension, and discharge of officers, and all other provisions of the bylaws governing or relating to the conduct and management of the business of the corporation, shall remain in full force and effect, except that all stock voting power shall be vested solely in the issued and outstanding shares of preferred stock.On the payment or resumption of payment of dividends on preferred stock as provided above, the voting rights and control of the holders of the common stock of the corporation shall automatically be reinstated, and the voting power and control of the holders of the preferred stock shall abate.The provisions of this article shall continue in force and effect, and the option and election of the holders of the preferred stock may be exercised under the conditions above set forth, so long as any shares or not less than [number of shares] shares of the preferred stock of the corporation shall remain outstanding.[OR:]

[OPTIONAL: 9.2. Cumulative Voting RightsIn all elections of directors of this corporation, each shareholder has the right to cast as many votes as equal the number of shares held by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all of such votes for a single director or may distribute them among the number of directors to be elected, or any two or more of them, as such shareholder may see fit. This Section may be amended only by a vote of [percentage/fractional number] of the outstanding shares of stock of the corporation.][OR:]

[OPTIONAL: 9.2. Cumulative Voting RightsAt each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by [him/her] for as many persons as there are directors to be elected and for whose election [he/she] has a right to vote, or to cumulate [his/her] votes by giving one candidate as many votes as the number of such directors multiplied by the number of [his/her] shares shall equal, or by distributing such votes on the same principle among any number of such candidates.][OR:]

[OPTIONAL: 9.2. Effect of Shareholders' AgreementThe voting rights of all shares of stock of the corporation shall be subject to the restrictions set forth in a shareholders' agreement to be executed by all shareholders of the corporation on [date]. All persons purchasing shares of stock in the corporation subsequent to the execution of such agreement shall, as a condition precedent to becoming shareholders of the corporation, become parties to such agreement.[OR:]

[OPTIONAL: 9.2. Voting Trust AgreementsShares of stock in the corporation with voting rights may be transferred to trustees to confer on them the right to vote and otherwise represent the shares.A duplicate of any voting trust agreement, conferring on trustees the right to vote and otherwise represent the shares, may be filed in the principal executive office of the corporation. Any agreement, so filed, shall be open to inspection by any shareholder or the holder of a voting trust certificate or the agent of either, on the same terms as the stock books of the corporation are open to inspection.When the voting trust agreement is filed in the office of the corporation, the corporation shall take notice of its terms and the limitations on the authority of the trustees under the agreement.][OR:]

[OPTIONAL: 9.2. Voting Rights of Debtholders

Each holder of [description of debt] in whose name such indebtedness is registered on the books of this corporation on the record date for any action of shareholders established pursuant to applicable law shall have voting rights identical to those held by the holders of common shares of this corporation. Each such holder shall have one vote for each $[dollar amount] principal amount of such indebtedness held by such holder on such date on any matter on which shareholders are entitled to vote. Each such holder shall be entitled to receive all notices from this corporation as fully as though such holder were a shareholder of this corporation. There shall be no fraction of a vote for less than $[dollar amount] of such indebtedness.Shares of stock in this corporation shall not be transferred or sold until the sale or transfer shall have been reported to and approved by the board of directors.]

9.3. Redemption RightsEvery series of [class name] preferred stock shall be subject to redemption at the election of the corporation and by operation of the respective sinking funds, retirement funds or purchase funds of any series of such stock, in whole or in part, at any time or from time to time, at such price or prices and upon such other terms and conditions as stated in this certificate of incorporation, or at such price or prices and upon such other terms and conditions, not inconsistent with the express provisions of this certificate of incorporation, as shall be fixed in the resolution or resolutions of the board of directors providing for the issue of such series of [class name] preferred stock.The following additional conditions shall apply to the redemption of all series of [class name] preferred stock:

(a) Notice of any proposed redemption shall be given by the corporation by publication, not less than [number of days] days nor more than [number of days] days prior to the redemption date, at least once in a newspaper printed in the English language and of general circulation in the City of [name of city] and County of [name of county], State of [name of state] (upon any secular day of the week) stating such election on the part of the corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price specified in such notice. A similar notice shall be mailed by the corporation, postage prepaid, not less than [number of days] days nor more than [number of days] days prior to the date fixed for redemption, to each holder of record of such shares to be redeemed at [his/her] address as shown on the records of the corporation. The failure to mail such notice or any defect in such mailing shall not invalidate the redemption of such shares.

(b) If less than all the shares of [class name] preferred stock of any series are to be redeemed, redemption shall be made by lot or pro rata, in any manner determined by the board of directors to be fair and proper, and the notice of redemption shall specify the shares to be redeemed. From and after the date fixed for redemption, unless default shall be made by the corporation in payment of the redemption price, all dividends on the shares of [class name] preferred stock called for redemption shall cease to accrue and all rights of the holders of such shares as shareholders of the corporation shall cease and terminate, except the right to receive the applicable redemption price, without interest, upon surrender of the certificates representing the shares so called for redemption, duly endorsed for transfer, if required.

(c) If the corporation, on or prior to the date fixed for the redemption of any of the [class name] preferred stock, shall deposit with a bank or trust company doing business in [geographical location], as a trust fund for the benefit of the respective holders of such shares to be redeemed, sums sufficient to redeem such shares called for redemption, with irrevocable instructions and authority to such depository to publish, in the name of the corporation, the notice of redemption of such shares (if not published) and to pay on or after the date fixed for such redemption to the respective holders of such shares the redemption price of such shares upon surrender of the certificates representing the shares so called for redemption, then from and after the time of such deposit (although prior to the date fixed for redemption) such shares so called for redemption shall be deemed to be redeemed and dividends on them shall cease to accrue after the date fixed for redemption. The above-described deposit shall be deemed to constitute full payment of such shares to their respective holders, and such shares shall no

longer be deemed to be outstanding and the holders of such shares shall cease to be shareholders with respect to such shares and shall have no rights with respect to them, except only the right to receive from such bank or trust company payment of the redemption price of such shares, without interest, upon surrender of the certificates representing the shares so called for redemption and the right to exercise any existing conversion rights in accordance with the express terms of such shares. All funds so deposited and not used for redemption because of any such conversions shall be returned to the corporation.

(d) No redemption or purchase of any [class name] preferred stock of any series, through the operation of any sinking fund, retirement fund or purchase fund for such stock, or otherwise, shall be made unless full cumulative dividends on all [class name] preferred stock of all series then outstanding which are not to be redeemed or purchased, to the end of the dividend period next preceding such redemption or purchase (and for the current dividend period if such redemption or purchase is on a dividend payment date), shall have been paid or declared and set apart for payment, and unless all matured obligations of the corporation with respect to all sinking funds, retirement funds or purchase funds for all series of [class name] preferred stock then outstanding have been met. Subject to the above, the corporation may, to the extent permitted by the law of the State of [name of state], purchase or acquire [class name] preferred stock of any series (in addition to purchases through the respective sinking funds, retirement funds or purchase funds for such series) at prices not exceeding the respective then applicable voluntary redemption prices of such stock, plus customary brokerage commissions paid in connection with the purchase or acquisition of such stock.

(e) All [class name] preferred stock redeemed or otherwise retired shall immediately on the redemption or retirement of such stock be canceled and restored to the status of authorized but unissued preferred stock.[EITHER:]

9.4. Liquidation RightsIn the event of any liquidation, dissolution or winding up of the corporation, voluntary or involuntary, the holders of all shares of [class name] preferred stock of all series shall be entitled to be paid in full out of the assets of the corporation, without priority between series, the respective voluntary or involuntary liquidation price fixed for such series, and no more, plus all accrued and unpaid dividends on such shares to the date that payment is made available to the holders of such shares, prior to any payment or distribution of any assets of the corporation to the holders of the [class name] common stock. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets of the corporation shall be insufficient to permit the payment in full of the amounts payable as described above to the holders of the [class name] preferred stock of all series, then, to the exclusion of the holders of the [class name] common stock, the holders of the [class name] preferred stock of all series shall share ratably in proportion to the amounts which they are respectively entitled to receive in the distribution of the entire amount of the assets of the corporation according to the number of shares of all series of the [class name] preferred stock which they respectively hold.After payment to the holders of the [class name] preferred stock of all series of the full preferential amounts to which they are respectively entitled, as described above, the holders of the [class name] common stock shall be entitled to receive as a class, pro rata, all remaining assets of the corporation available for distribution to its shareholders.Consolidation or merger of the corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the corporation within the meaning of this paragraph 5.[OR:]

9.4. Liquidation RightsIn the event of any dissolution, liquidation or winding up of this corporation, whether voluntary or involuntary, after there shall have been paid to the holders of shares of [class name] preferred stock the full amounts to which they shall be entitled, the holders of the then outstanding shares of [class name] common stock shall be entitled to receive, pro rata, any remaining assets of this corporation available for distribution to its shareholders. The board of directors may distribute in kind to the holders of the

shares of [class name] common stock such remaining assets of this corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or entity and receive payment in cash, stock or obligations of such other corporation, trust or entity or any combination of such cash, stock, or obligations, and may sell all or any part of the consideration so received, and may distribute the consideration so received or any balance or proceeds of it to holders of the shares of [class name] common stock. The voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of this corporation (unless in connection with that event the dissolution, liquidation or winding up of this corporation is specifically approved), or the merger or consolidation of this corporation into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of this corporation of any class, shall not be deemed to be a dissolution, liquidation or winding up of this corporation for the purpose of this paragraph.[EITHER:]

9.5. Preemptive RightsEach share of the corporation entitles the holder to a preemptive right, for a period of [number of days] days, to subscribe for, purchase or otherwise acquire securities of the corporation. This right applies to any shares of the same class of the corporation or any equity and/or voting shares of any class of the corporation that the corporation purposes to issue, or any rights or options that the corporation purposes to grant for the purchase of shares of the same class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation that are convertible into or exchangeable for, or that carry any rights, to subscribe for, purchase or otherwise acquire shares of the same class of the corporation or equity and/or voting shares of any class of the corporation, whether now or hereafter authorized or created, whether having unissued or treasury status, and whether the proposed issue, reissue, transfer or grant is for cash, property or any other lawful consideration. After the expiration of [number of days] days, any and all of the shares, rights, options, bonds, securities or obligations of the corporation may be issued, reissued, transferred or granted by the board of directors, as the case may be, to any persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the board of directors in its discretion may determine. As used in these articles of incorporation, the terms “equity shares” and “voting shares” mean, respectively, shares that confer unlimited dividend rights and shares that confer unlimited voting rights in the election of one or more directors.[OR:]

9.5. Preemptive RightsNo holder of any shares of the corporation of any class now or in the future authorized shall have any preemptive right as such holder (other than such right, if any, as the board of directors in its discretion may determine) to purchase or subscribe for any additional issues of shares of the corporation of any class now or in the future authorized, nor any shares of the corporation purchased and held as treasury shares, or any part paid receipts or allotment certificates in respect of any such shares, or any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire any such shares, whether such shares, receipts, certificates, securities, warrants or other instruments be unissued, or issued and subsequently acquired by the corporation; and any such shares, receipts, certificates, securities, warrants or other instruments, in the discretion of the board of directors, may be offered from time to time to any holder or holders of shares of any class or classes to the exclusion of all other holders of shares of the same or any other class at the time outstanding.[EITHER:]

9.6. Share Transfer RestrictionsShares of stock in this corporation shall not be transferred or sold until the sale or transfer shall have been reported to and approved by the board of directors.[OR:]

9.6. Share Transfer RestrictionsAll of the issued and outstanding shares of the corporation shall be subject to restrictions on their transferability by agreement [among the holders of such shares/between the holders of such shares and the corporation]. A copy of the agreement shall be kept on file with the secretary of the corporation,

and shall be subject to inspection by shareholders of record and bona fide creditors of the corporation at reasonable times during business hours.[OR:]

9.6. Shareholders' Right of First RefusalIn case a shareholder desires to sell [his/her] shares of stock, [he/she] must first offer them for sale to the remaining shareholders, it being the intention to give them a preference in the purchase of the shares, and any attempted sale in violation of this provision is null and void.A shareholder desiring to sell [his/her] stock shall file notice in writing of [his/her] intention with the secretary of the corporation, stating the terms of sale, and unless those terms are accepted by any or all of the other shareholders within [number of days] days, they shall be deemed to have waived their privilege of purchasing and the shareholder will be at liberty to sell to anyone else.[OR:]

9.6. Corporation's Right of First RefusalNo transfer of stock shall be valid, until [number of days] days after the corporation, through its secretary, has had written notice of the proposed sale, the number of shares proposed to be sold, the price at which the proposed sale is to be made, and the name of the prospective buyer. During the [number of days] days, the corporation shall have the option to buy, at the price set by seller, any shares of outstanding stock before its owner, or the person in whose name it stands on the books of the corporation, may transfer them. Should the corporation not have the funds to buy the shares or should it deem it undesirable to purchase them for any other reason, another existing shareholder shall have the option, for an additional [number of days] days, of purchasing the shares at the price set by the seller in proportion to the number of shares then held by the shareholder. If not exercised within this time, any sale to third persons shall be valid.[OR:]

9.6. Corporation's Right of First OfferNo shareholder shall have the right to sell, assign, pledge, encumber, transfer, or otherwise dispose of any of the shares of the corporation without first offering the shares for sale to the corporation at [share valuation method]. Such offer shall be in writing, signed by the shareholder. The written offer shall be sent by [registered/certified] mail to the corporation at its principal executive office, and shall remain open for acceptance by the corporation for a period of [number of days] days from the date of mailing.If the corporation fails or refuses within such period to make reasonable arrangements for the purchase of the shares, the shareholder shall have the right to dispose of his or her shares as he or she may see fit.On the death of any shareholder, the corporation shall have the right to purchase all shares owned by the shareholder immediately prior to his or her death on the terms set forth above, and this provision shall be binding on the executor, administrator, or personal representative of each shareholder.Each share certificate issued by the corporation shall have printed or stamped upon it the following legend:

These shares are held subject to certain transfer restrictions imposed by the [articles/certificate] of incorporation of the corporation. A copy of the [articles/certificate] of incorporation is on file at the principal executive office of the corporation.[OR:]

9.6. Right of First Refusal for Corporation and Nonselling Shareholders

(a) The shareholder shall not sell, assign, pledge, or in any manner transfer any of the shares of stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer that meets the requirements set forth in this Bylaw.

(b) If the shareholder receives from anyone a bona fide offer acceptable to the shareholder to purchase any of [his/her] shares of stock, then the shareholder shall first give written notice thereof to the corporation. The notice shall name the proposed transferee and state the number of shares to be transferred, the price per share, and all other terms and conditions of the offer.

(c) Promptly on receipt of the notice of the intended transfer, the Secretary of the corporation must forward a copy of the notice to each member of the corporation's board of directors. At a duly called, noticed, and convened meeting to be held within [number of days] days after the date on which the corporation received the notice, the directors will consider the proposed transfer. Alternatively the directors may take action in this matter by consenting to a resolution in writing effective within the [number of days]-day period.

(d) For [number of days] days following receipt of such notice, the corporation shall have the option to purchase all or any lesser part of the shares specified in the notice at the price and on the terms set forth in the offer described in the notice, provided it is a bona fide offer. The corporation's right to exercise the option is subject to the restrictions governing the right of a corporation to purchase its own stock as set forth in [section/chapter number] of [title of state corporation statute/code], and such other pertinent governmental restrictions as are now, or may hereafter become, effective. If the corporation elects to purchase any or all of the shares, it shall give written notice to the selling shareholder of its election, and settlement for said shares shall be made as provided in (f) below.

(e) If the board of directors, on behalf of the corporation, does not elect to exercise the corporation's option with respect to any of the selling shareholder's shares within the [number of days]-day option period, the Secretary of the corporation shall give written notice of this to the nonselling shareholders of the corporation immediately on adoption of a board resolution to this effect. Said written notice shall state the number of shares remaining available for purchase (which shall be the same as the number contained in said selling shareholder's notice, less any such shares that the corporation has elected to purchase). Each of the other shareholders shall have the option to purchase, at the price and on the terms of the proposed transfer, that proportion of the shares available for purchase that the number of shares owned by each of said other shareholders bears to the total issued and outstanding shares of the corporation, excepting those shares owned by the selling shareholder. The shareholders' option to purchase under these circumstances will last for [number of days] days, beginning on the date of the Secretary's notice. Any shareholder who elects to exercise the option shall, within the [number of days]-day option period, give written notice to the Secretary of the corporation specifying the number of shares such shareholder will purchase. Failure to respond in writing within the [number of days]-day option period to the notice given by the Secretary of the corporation shall be deemed a rejection of such shareholders' right to acquire a proportionate part of the shares of the selling shareholder. If one or more shareholders do not elect to acquire the shares available to them, said shares shall be allocated on a pro rata basis and be made available to the shareholders, who then have the right to purchase shares in addition to the shareholders' respective pro rata allotments.

(f) If the corporation and/or shareholders, other than the selling shareholder, elect to acquire any of the shares of the selling shareholder as specified in said selling shareholder's notice, the Secretary of the corporation shall notify the selling shareholder and settlement thereof shall be made in cash within [number of days] days after the Secretary of the corporation receives said selling shareholder's notice; provided that if the terms of payment set forth in said selling shareholder's notice were other than cash against delivery, the corporation and/or its other shareholders shall pay for said shares on the same terms and conditions set forth in said selling shareholder's notice.If the corporation and/or its other shareholders do not elect to acquire all of the shares specified in the selling shareholder's notice, said selling shareholder may, within the [number of days]-day period following the expiration of the option rights granted to the corporation and other shareholders herein, sell elsewhere the shares specified in said selling shareholder's notice that were not acquired by the corporation and/or its other shareholders, provided that said sale shall not be on terms and conditions more favorable to the purchaser than those contained in the bona fide offer set forth in said selling shareholder's notice. All shares so sold by the selling shareholder shall continue to be subject to the provisions of this Bylaw in the same manner as before said transfer.

(g) Notwithstanding anything to the contrary contained herein, the following transactions shall be exempt from the provisions of this Bylaw:

(1) A shareholder's transfer of any or all shares held either during such shareholder's lifetime or on death by will or intestacy to such shareholder's immediate family. “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the shareholder making such transfer.

(2) A shareholder's bona fide pledge or mortgage of any shares with a commercial lending institution, provided that any subsequent transfer of said shares by said institution shall be conducted in the manner set forth in this Bylaw.

(3) A shareholder's transfer of any or all of such shareholder's shares to the corporation or to any other shareholder of this corporation.

(4) A shareholder's transfer of any or all of such shareholder's shares to a person who, at the time of such transfer, is an officer or director of the corporation.

(5) A corporate shareholder's transfer of any or all of its shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate shareholder, or pursuant to a sale of all of substantially all of the stock or assets of a corporate shareholder.

(6) A corporate shareholder's transfer of any or all of its shares to any or all of its shareholders.

(7) A transfer by a shareholder that is a limited or general partnership to any or all of its partners.

In any such case, the transferee, assignee, or other recipient shall receive and hold such stock subject to the provisions of this Section, and there shall be no further transfer of such stock except in accordance with this Section.

(h) The provisions of this Section may be waived with respect to any transfer either by the corporation, on duly authorized action of its Board of Directors, or by the shareholders, on the express written consent of the owners of a majority of the voting power of the corporation (excluding the votes represented by those shares to be sold by the selling shareholder). This Section may be amended or repealed either by a duly authorized action of the Board of Directors or by the shareholders, on the express written consent of the owners of a majority of the voting power of the corporation.

(i) Any sale or transfer, or purported sale or transfer, of securities of the corporation shall be null and void unless the terms, conditions, and provisions of this Section are strictly observed and followed.

(j) The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing right of first refusal remains in effect:

RESTRICTIONS ON SALE OR TRANSFER OF STOCK. This stock certificate and the shares represented thereby is issued and shall be held subject to those particular qualifications, limitations and restrictions concerning the sale or transfer of stock as set forth in the [articles/certificate] of incorporation of the corporation, which matters are hereby referred to and made a part hereof, to all of which the holder of this certificate assents.

9.7. Amendment of Share Rights and RestrictionsThe consent of the holders of at least [percent/fraction] of the number of shares of [class name] stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of shareholders at which the holders of the [class name] stock shall vote separately as a class, shall be necessary for effecting or validating:

(a) Any change in the certificate of incorporation or bylaw of the corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the [class name] stock, provided, that if one or more but not all series of [class name] stock at the time outstanding are so affected, only the consent of the holders of at least [percentage/fractional number] of each series so affected, voting separately as a class, shall be required; or

(b) The issuance of any shares of any other class of stock of the corporation ranking prior to the [class name] stock.

The term “ranking prior to the [class name] stock” shall mean and include all shares of stock of the corporation in respect of which the rights of the holders of such shares as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the corporation, are given preference over the rights of the holders of the [class name] stock.[OR:]

Article 9. Share Rights and RestrictionsExcept as otherwise expressly provided by the law of the State of [name of state] or this certificate of incorporation, there shall be no limitation or restriction on variation between any of the different share classes or series. All share classes and series shall share pro rata in the payment of all dividends on the class or series at the various rates fixed for each class or series and in any amounts payable or distributable upon liquidation, dissolution or winding up of the corporation to the extent of the respective liquidation preferences fixed for each class or series; and, except for variations as expressly provided or permitted in this certificate, all share classes or series shall rank on a parity. All shares of any one series shall be entitled to the same dividend rate and shall have the same voting, redemption, conversion, liquidation and other rights, preferences, privileges, limitations and restrictions.

Article 10. Shareholders

10.1. Amendment of BylawsThe board of directors has the power to make, repeal, amend and alter the bylaws of the corporation, to the extent provided in the bylaws. However, the paramount power to repeal, amend and alter the bylaws, or to adopt new bylaws, is vested in the shareholders. This power may be exercised by a vote of a majority of shareholders present at any annual or special meeting of the shareholders. Moreover, the directors have no power to suspend, repeal, amend or otherwise alter any bylaw or portion of any bylaw so enacted by the shareholders, unless the shareholders, in enacting any bylaw or portion of any bylaw, otherwise provide.

10.2. Personal Liability of ShareholdersThe private property of the shareholders of this corporation is not subject to the payment of corporate debts, except to the extent of any unpaid balance of subscription for shares.

10.3. S Corporation ElectionIn the event the shareholders of the corporation ever elect to be taxed pursuant to the S Corporation provisions of the Internal Revenue Code of 1986, as amended (“Election”), then to the extent allowed by law, the corporation and the board of directors will each year, on or before the due date(s) for estimated payment(s) of federal and applicable state and local income taxes, pay to the shareholders, by way of salary, bonus, dividend or otherwise, sufficient money for each shareholder to pay the federal and applicable state and local income taxes due for the applicable time periods. In the event of an Election, neither any shareholder nor any of the officers of the corporation may, without the prior written consent of the record holders of more than [amount of percentage]% of the then outstanding shares of stock in the corporation, make or effect any transfer of any shares of stock in the corporation that would cause a termination or invalidation of the Election.

[OPTIONAL: 10.4. Original SubscribersThe names and places of residence of each of the original subscribers to the capital stock are as follows:

NamePlace of ResidenceNumber of Shares[name][place of residence][number of shares][name][place of residence][number of shares][name][place of residence][number of shares]]

[OPTIONAL: 10.5. Actions by Written ConsentWhenever the vote of shareholders at a meeting of shareholders is required or permitted to be taken for or in connection with any corporate action by any provision of the corporation law of the State of [name of state], or of this certificate of incorporation or of the bylaws authorized or permitted by that law, the meeting and vote of shareholders may be dispensed with if the proposed corporate action is taken with the written consent of the holders of stock having a majority of the total number of votes which might have been cast for or in connection with that action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for that action, and provided that prompt notice is given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent.]

[OPTIONAL: 10.6. Greater Shareholder Voting RequirementsEach of the following actions shall require the prior approval by vote or written consent of the shareholders entitled to exercise not less than [amount of percentage]% of the voting power of this corporation, notwithstanding that applicable law would otherwise permit such actions with the approval of a lesser percentage: [description of actions subject to supermajority voting].]

Article 11. AmendmentsThe corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained in its articles of incorporation, as amended, to the extent and in the manner now or in the future permitted or prescribed by statute, and all rights conferred in these articles upon shareholders are granted subject to that reservation.For the purpose of forming a corporation under the laws of [name of state], we, the undersigned, have personally executed [these articles/this certificate] of incorporation on [date].

INCORPORATORS:___________________[Names of incorporators]

[Acknowledgments]