Pre-Incorporation Agreement Form

Agreement made this ______________________ day of ___________________, 20__, between ____________________________________________________________.

WHEREAS the parties hereto wish to organize a corporation upon the terms and conditions hereinafter set forth; and

WHEREAS the parties wish to establish their mutual rights and responsibilities in relation to their organizational activities;

Now, THEREFORE, in consideration of the premises and mutual covenants contained herein, it is agreed by and between the parties as follows:

FIRST: The parties will forthwith cause a corporation to be formed and organized under the laws of ______________________________________________________________________.

SECOND: The proposed Articles of Incorporation shall be attached hereto as Exhibit A.

THIRD: Within seven days after the issuance of the corporation's certificate of incorporation, the parties agree that the corporation's authorized stock shall be distributed, and consideration paid, as follows:

• _________ shares of ____________ (insert common preferred) stock shall be issued to _______________________ in consideration of his/her payment to the corporation of $ ________ cash.
• _________ shares of stocks shall be issued to ___________________________ in consideration of his/her transfer to the corporation of ______________________ (list property, real or personal, to be transferred).
• _________ shares of stock shall be issued to ____________________________ in consideration of his transfer to the corporation of ______________________ etc ..

FOURTH: The corporation shall employ _____________________________________ as its manager for a term of ____________ years and at a salary of ________________ per annum, such employment not to be terminated without cause and such salary not to be increased or decreased without the approval of ___________ % of the directors.

FIFTH: The parties agree not to transfer, sell, assign, pledge, or otherwise dispose of their shares until they have first offered them for sale to the corporation, and then should the corporation refuse such offer, to the other shareholders on a pro rata basis. The shares shall be offered at their book value to the corporation, and in the event the corporation refuses, the other shareholders shall have thirty (30) days to purchase the shares. If the corporation or other shareholders do not purchase all the offered shares, their owner without price restrictions may freely transfer the remaining shares.

SIXTH: The parties to this agreement promise to use their best efforts to incorporate the organization and to commence its business.

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