INCORPORATION AGREEMENT

This Incorporation Agreement (“Agreement”) is made and entered into on this ____ day of _____________, 2010 (the “Effective Date”), by and among [COMPANY], a Florida Company (the “Company”), [INDIVIDUAL], [COMPANY], [INDIVIDUAL], [INDIVIDUAL] and [INDIVIDUAL], each a “Shareholder” and, collectively, the “Shareholders" for the purpose of setting forth the understanding and agreements of the parties hereto with regard to the capitalization and organization of the Company.

Agreement

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

Formation of Corporate Entity. The Shareholders agree that [COMPANY], a general for-profit corporation under the applicable provisions of the Florida Business Corporations Act was created effective as of [DATE] by the filing of the Company's Article of Incorporation with the Florida Secretary of State. The form of Articles of Incorporation are attached hereto as Appendix A.

Incorporator. The parties hereto acknowledge that [INDIVIDUAL] (“[INDIVIDUAL]”) was authorized and directed to act as the sole incorporator of the Company for the purpose of executing the Articles of Incorporation as necessary to commence the Company as an official entity in the State of Florida. [INDIVIDUAL] hereby assigns all right, title and interest in and to such Company to the Shareholders..

Authorized Business Activity. The purposes clause of the Company shall state that the Company shall be organized for any and all legal purposes. This shall not, however be construed so as to expand the actual scope of the Company’s business beyond that in which the Company actually engages for purposes of defining the scope of the fiduciary obligations of the Shareholders, Directors, or Officers of the Company.

Capital Structure. The parties agree that the shares of the Company as formed, consisting of 1,000 authorized shares of common stock with a par value of $0.01 per share (the "Shares"), shall initially issued to the Shareholders as set forth in the following table, the same allocation of which is authorized and consented to in the Consent to Corporate Action Minutes attached hereto as Appendix C:

Additional Shareholders. Subject to Section 8 of this Agreement and in accordance with prior discussions between the Shareholders and in consideration of the actions of the Shareholders to date, except as may otherwise be agreed upon by the Shareholders in writing, in the event that it is necessary to issue Shares to financial entities for purposes of capital infusions into the Company, such Shares shall be issued out of those Shares to be issued to [COMPANY], [INDIVIDUAL], [INDIVIDUAL] and [INDIVIDUAL] respectively as set forth in Section 4 of this Agreement. The Shares of [INDIVIDUAL] shall not be subject to dilution as a result of such transactions and the undersigned understand and agree that [INDIVIDUAL]'s ownership interest in the Company shall not be subject to dilution. In furtherance of this, the parties agree that they will take any and all steps necessary, including but not limited to amending and restating the Articles of Incorporation of the Company, the Bylaws and the Shareholder Agreement and drafting appropriate unanimous consent to corporate action minutes of the Company Board of Directors and Shareholders, reflecting [INDIVIDUAL]'s preemptive rights with respect to his Shares and the grant of such rights by and through this Agreement.