Form A, Minutes for a Meeting of Either Directors or Stockholders.

Form A provides a basic form to reflect the minutes of a meeting of either directors or stockholders which may be modified to reflect the actions taken or decisions made.

Form B, Action by Consent of Directors or Stockholders.

Form B is similar to Form A but is used when actions are taken by written consent in lieu of a meeting

Form 1.01, Basic Certificate of Incorporation

This is the basic form for a certificate of incorporation. - 12 -

Form 1.02, Long Form Certificate of Incorporation

This is a more complete form of certificate. Forms 1.03-15 contain optional terms which may be added to the certificate of incorporation. - 14 -

Form 1.03, Optional Terms for Certificate under Section 102(b)(2). - 18 -
Form 1.04, Optional Terms for Certificate, Par Value Stock. - 19 -
Form 1.05, Optional Terms for Certificate, Authorize Common and Preferred Stock With Par Value - 19 -
Form 1.06, Optional Terms for Certificate, Authorizes Common and Preferred Stock Without Par Value. - 20 -
Form 1.07, Optional Terms for Certificate Designation of Rights for Preferred Stock. - -20 -
Form 1.08, Optional Terms for Certificate, Blank Check Preferred Stock. - 21 -
Form 1.09, Optional Terms for Certificate Terms for Preferred Stock. - 23 -
Form 1.10, Certificate of Designations for Preferred Stock. - 23 -
Form 1.11, Optional Terms for Certificate Authorizing Multiple Classes of Common Stock. - 38 -
Form 1.12, Optional Terms for Certificate, Date of Termination of Corporate Existence. - 38 -
Form 1.13, Optional Terms for Certificate Specific Purpose Clause. - 39 -
Form 1.14, Optional Terms for Certificate Exculpation. - 39 -
Form 1.15, Optional Terms for Certificate Board Power to Amend Bylaws. - 40 -
Form 1.16, Amendment to Certificate of Incorporation Prior to Receipt of Payment for Stock.

Amending the certificate of incorporation prior to receipt of payment for stock is a process different from an amendment after payment. - 41 -

Form 1.17, Amendment to Certificate of Incorporation After Receipt of Payment for Stock. - 42 -
Form 1.18, Nonstock Certificate of Incorporation with charitable provisions.

This is the certificate of incorporation of a charitable corporation

Form 1.19, Bylaws With Electronic Provisions.

This Form contains modern bylaws which include the most recent changes to the DGCL dealing with meetings.

Form 1.20, Subscription Agreement.

This Form is used in connection with raising money before the company is formed.

Form 1.21, Resolution Authorizing the Sale of Par Value Shares for Cash and Designates Capital

Forms 1.21-23 are used to authorize the sale of stock. - 65 -

Form 1.22, Resolution Authorizing the Sale of No-Par Value Shares for Cash and Designates Capital - 66 -
Form 1.23, Resolution Authorizing the Sale of Par Value Shares for Property and Designates Capital

Form 1.25, Application For Certificate of Authority as a Foreign Corporation.

A company formed under the laws of another jurisdiction seeking to do business in Delaware must register as a foreign corporation.

Form 1.26, Certificate of Merger.

This is the Form filed with the Secretary of State when a Delaware corporation merges with another entity. - 71 -

Form 1.27, Agreement of Merger.

This is a form of agreement that a company may enter into in connection with a merger.

Form 1.28, Certificate of conversion of LLC to Delaware Corporation.

This certificate converts a LLC into a corporation. - 79 -

Form 1.29, Certificate of Conversion of a Delaware Corporation to a Delaware LLC.

This certificate converts a corporation into a LLC.

Form 1.30, Certificate of Dissolution Pursuant to Sec. 274.

This Form is used to dissolve a corporation before it has assets and before it has shareholders. - 80 -

Form 1.31, Certificate of Dissolution Pursuant to Section 275(d).

This Form is used to dissolve a corporation after it has either assets or shareholders.

Form 1.32, Shareholder Agreement.

This Form provides a comprehensive agreement among the shareholders and the company regarding its management as well as a buy/sell. Forms 1.33-41 contain alternative forms. Forms 1.42-44 are agreements for the voting control of a company. - 83 -

Form 1.33, Alternative Provisions For Shareholder Agreement, Valuation of shares-101 -
Form 1.34, Alternative Provisions For Shareholder Agreement, Paragraph 1.5. - 106 -
Form 1.35, Alternative Provisions For Shareholder Agreement, Paragraph 2.2(a). - 108 -
Form 1.36, Alternative Provisions For Shareholder Agreement, Paragraph 2.2(b). - 108 -
Form 1.37, Alternative Provisions For Shareholder Agreement, Share Valuation Paragraph 2.6: - 109 -
Form 1.38, Alternative Provisions For Shareholder Agreement, Accountant Values Shares, Paragraph 2.6. - 109 -
Form 1.39, Alternative Provisions For Shareholder Agreement, Appraiser Values Shares, Paragraph 2.6: - 110 -
Form 1.40, Alternative Provisions For Shareholder Agreement, Code Section 303 Redemption, Paragraph 3.1. - 110 -
Form 1.41, Alternative Provisions For Shareholder Agreement, Purchase of Life Insurance to Fund Buy Out. - 111 -
Form 1.42, Voting Trust Agreement. - 112 -
Form 1.43, Voting Trust Certificate. - 115 -
Form 1.44, Stockholder voting Agreement

Form 1.45, Minutes of the First Meeting of the Incorporator.

Forms 1.45-61 are forms to be used with various actions as reflected in their names. - 123 -

Form 1.46, Notice of the First Meeting of the Board of Directors. - 124 -
Form 1.47, Waiver of Notice of Meeting of Directors. - 124 -
Form 1.48, Minutes of the First Meeting of Directors. - 125 -

BYLAWS [Not necessary if the Incorporator adopted Bylaws]
ELECTION OF DIRECTORS [to increase the number of directors from those named in the Certificate of Incorporation]
APPOINTMENT OF OFFICERS
CORPORATE SEAL
STOCK CERTIFICATE OFFICERS' AND DIRECTORS' MEETINGS
QUALIFICATION IN FOREIGN STATE
ISSUANCE OF SHARES
EVALUATING NO-PAR SHARES
ISSUING SHARES FOR CASH
ISSUE OF SHARES FOR A BUSINESS
ISSUE OF SHARES FOR PROPERTY
BANK RESOLUTION
DIRECTORS' ATTENDANCE FEES
ACQUIRING REAL PROPERTY ON MORTGAGE
ACQUIRING LEASE OF PROPERTY
SHARES FOR ATTORNEY'S FEES
ANNUAL RETAINER
GENERAL LICENSING AUTHORITY
PAYMENT OF EXPENSES, ETC

Form 1.49, Notice of Meeting of Directors.
Form 1.50, Waiver of Notice of Meeting of Directors.
Form 1.51, Certificate of Mailing.
Form 1.52, Notice of Special Meeting of Shareholders.
Form 1.53, Minutes of the Annual Meeting of Shareholders.
Form 1.54, Unanimous Consent Minutes of the Board of Directors.
Form 1.55, Certified copy of Corporate Resolution.
Form: 1.56, Incumbency Certificate.
Form 1.57, Resolution to Approve Purchase
Form 1.58, Resolution to Pay Cash Dividend.
Form 1.59, Resolution to Authorize Stock Dividend.
Form 1.60, Resolution to Authorize Stock Split
Form 1.61, Resolution to Approve Employment Agreement.

Form 1.62, Employment Agreement.

This is a Form agreement to reflect the employment of a senior employee.

Form 1.63, Certificate of Incorporation, Close Corporation.

This is the Form which is used to form a close corporation. In a close corporation the company may be managed by its stockholders rather than a board of directors.

Form 1.64, Certificate of Incorporation to Elect Close Status By Existing Corporation.

An existing general corporation may elect to become a close corporation by filing this certificate.

Form 1.65, Close Corporation Bylaws.

Bylaws for a close corporation.

Form 166, Bylaws For Non-Stock Not-For-Profit Corporation

This is a form of bylaws for a not-for-profit- corporation