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  • 1. Real Estate Listing Agreement (Exclusive Rights to Buy)1. Parties: the parties to this agreement (this listing) are: Buyer: Angela Aimes Address: 1234 Main Street City, State, Zip: Nowhere, PA 44100 Phone: (222) 222-2222 Fax (222) 333-3333 E- Mail aimes@yahoo.com Broker: Charles Cheetam Address: 4321 Market Street City, State, Zip: Nowhere, PA 44111 Phone: (222) 444-4444 Fax (222) 555-5555 E- Mail cheetam@yahoo.com Buyer appoints broker as buyer’s sole and exclusive real estate agent and grants the broker the exclusive right to buy the property.2. Property: “Property” means the land, improvements, and accessories. A. Land: Lot 6, Block, 12 City: Nowhere County: Green State: PA Address 1567 Oak Blvd. B. Improvement: The building, parking lot, and all other fixtures attached to the above name property.3. Listing Price: buyer instructs broker to buy the property at the following price: $ 256,000.00.4. Term: A The listing begins on February, 1 2012 and ends on February,7 2012 .5. Brokers Fee:
  • 2. Fee: Buyer will pay a broker fee of $ 5,000.00Earned: Broker fee is earned when property is purchased.
  • 3. I Angela Aimes, residing at 1234 Main Street PA, Nowhere 44100 being of sound mind and legalcapacity, do hereby make and appoint Charles Cheetam of 4321 Market Street PA Nowhere 44111, mylawful attorney to act in my name and place and for my use and benefit to purchase the property at 1567Oak Blvd, Nowhere, PA.This power of attorney shall begin on February 1, 2012 and end on February 7, 2012._____________Signature_____________Date______________ Agent signature______________ Date_________________________________Witness 1 Date_________________________________Witness 2 Date________________________________Notary Date
  • 4. General Partnership Agreement**________________________________________________, residing at ________________________________________________________________________and_______________________.________________________________________________, residing at __________________________________________________________________________, hereinafter referred to as the“Partners” agree as follows:1. Type of Business.The Partners voluntarily associate themselves together as general partners for the purpose ofconducting the general business of _______________________________________, and anyothertype of business that may from time to time be agreed on by the Partners.2. Name of Partnership.The name of the Partnership shall be ______________________________________________________________________________. This name will be registered in the office of theSecretaryof State as the fictitious name of the Partnership.3. Term of Partnership.The Partnership shall commence on______________________________________________and shall continue until ________________________________________________________ orterminated as provided in this Agreement.4. Place of Business.The principal place of business of the Partnership shall be at_____________________________,___________________________, ____________________________, _____________________and any other place or places that may be mutually agreed on by the parties to this Agreement.(name of partner)(name of partner)(address)(address)(type of business)(name)(“the execution of this Agreement” or specify date)(specify date or “dissolved by mutual agreement of the parties”)(address)(city) (county) (state)Sample General Partnership Agreement25. Initial Capital.The initial capital of this Partnership shall be the sum of $____________________________,to which each Partner shall contribute by depositing in a checking account in the name of thePartnership at the _________________________________ in ______________________________________________ on or before_____________________________, the following amounts:____________________________ shall contribute $ ___________________________________________ shall contribute $ _______________6. Withdrawal of Capital.No Partner shall withdraw any portion of the capital of the Partnership without the expresswritten consent of the other Partners.
  • 5. 7. Profits and Losses.Any net profits or losses that may accrue to the Partnership shall be distributed to or borne bythe Partners.____________________________________________________________________________________________________________________________________________________________________________________________________________8. Partnership Books.At all times during the continuation of the Partnership, the Partners shall keep accurate books ofaccount in which all matters relating to the Partnership, including all of its income, expenditures,assets, and liabilities, shall be entered. These books shall be kept on________________________basis and shall be open to examination by either Partner at any time.9. Fiscal Year.The fiscal year of the Partnership shall end on the ___________ day of ___________________each year.(amount)(bank) (city)(state) (date)(name)(name)(in equal proportions or in the following proportions: __________ specify proportions. e.g. [name], 60%; [name], 40%)(Accrual or Cash)(month)Sample General Partnership Agreement310. Accountings.A complete accounting of the Partnership affairs as of the close of business on the last day ofMarch, June, September, and December of each year shall be rendered to each Partner within____________ days after the close of each of those months. On each accounting, the net profitsofthe Partnership shall be distributed to the Partners as provided in this Agreement to the extentthatcash is available for this distribution. Except as to manifest errors discovered within____________days after its rendition, each accounting shall be final and conclusive to each Partner.11. Time Devoted to Partnership.Each Partner shall devote his or her undivided time and attention and use the utmost of his orher skills and ability in furtherance of the Partnership business.12. Management and Authority.Each Partner shall have an equal voice in the management of the Partnership and shall haveauthority to bind the Partnership in making contracts and incurring obligations in the name andonthe credit of the firm. However, no Partner shall incur any obligations in the name or on thecreditof the firm exceeding $_____________________ without the express written consent of theotherPartner. Any obligation incurred in violation of this provision shall be charged to and collectedfrom the individual Partner incurring the obligation.
  • 6. 13. Salaries.As compensation for his or her services in and to the Partnership business, each Partner shall beentitled to a salary of $______________ each month, which shall be deducted by the Partnershipas an ordinary and necessary business expense before determination of net profits. The salary ofany Partner may, however, be increased or reduced at any time by mutual agreement of all thePartners.(Number)(Number)Sample General Partnership Agreement414. Net Profits Defined.The term “net profits” as used in this Agreement shall mean the net profits of the Partnership asdetermined by generally accepted accounting principles for each accounting period provided forinthis Agreement.15. Withdrawal of Partner.Any Partner may withdraw from the Partnership at the end of any accounting period by givingthe other Partner ____________________ days, written notice of his or her intention to do so.16. Option to Purchase Terminated Interest.On dissolution of the Partnership by the withdrawal or other act of a Partner, the remainingPartner, on written notice to the other Partner within __________________ days of thedissolution,may continue the Partnership business by purchasing the interest of the other Partner in the assetsand good will of the Partnership. The remaining Partner shall have the option to purchase theinterest of the withdrawing Partner by paying to this Partner or the Partner’s personalrepresentativethe value of the interest determined as provided in Paragraph 17 of this Agreement.17. Purchase Price of Partnership Interest.On exercise of the option described in Paragraph 16 above, the remaining Partner shall pay tothe person who is legally entitled to it the net book value of the interest as shown on the lastregularaccounting of the Partnership preceding the dissolution together with the full unwithdrawnportionof the deceased, withdrawing, or terminated Partner’s distributive share of any net profits earnedbythe Partnership between the date of the accounting and the date of dissolution of the Partnership.18. Buy-Sell Agreement on Death of Partner.If the Partnership is dissolved by the death of a Partner, the remaining Partner shall have theobligation within _________________ days from the death of the deceased partner to purchasetheinterest of the deceased Partner in the Partnership and to pay to the personal representative of thedeceased Partner the value of that interest as provided in Paragraph l7 of this Agreement. During(Number)(Number)(Number)Sample General Partnership Agreement5this _______________-day period following the death of a Partner, the remaining Partner may
  • 7. continue the business of the Partnership but the estate or personal representative of the deceasedPartner shall not be liable for any obligations incurred in the Partnership business that are greaterthan any amount includable in the estate of the deceased Partner that was previously invested orinvolved in the Partnership and remained so on the date of death. The estate of the deceasedPartnershall be obligated to sell his or her Partnership interest as provided in this Agreement and shallbeentitled, at the election of the personal representative of the deceased Partner, either to one-halfofthe net profits earned by the Partnership business during this _______________-day period or tointerest for the use during this period of the deceased’s interest in the Partnership business at therate of ______________ percent a year on the value of the partnership interest determined asprovidedin Paragraph 17 of this Agreement.19. Duties of Purchasing Partner.On any purchase and sale pursuant to the provisions of Paragraphs 16, 17, or 18 of thisAgreement,the remaining Partner shall assume all obligations and shall hold the withdrawing Partner,the personal representative and estate of a deceased Partner, and the property of any withdrawingordeceased Partner, free and harmless from all liability for these obligations. Furthermore, theremainingpartner, at his or her own expense, shall immediately cause to be prepared, filed, served,and published all notices that may be required by law to protect the withdrawing Partner or thepersonal representative or estate of a deceased Partner from liability for the future obligations ofthe partnership business.20. Dissolution.On dissolution of the Partnership other than as provided in Paragraphs 16, 17, and 18 of thisAgreement, the affairs of the Partnership shall be wound up, the assets of the Partnershipliquidated,the debts paid, and the surplus divided equally among the Partners.(Number)(Number)Sample General Partnership Agreement621. Notices.All notices between the parties provided for or permitted under this Agreement or by law shallbe in writing and shall be deemed duly served when personally delivered to a Partner or, insteadofpersonal service, when deposited in the United States mail, as certified, with postage prepaid,andaddressed to the partner at the address of the principal place of business of the Partnership or toanother place that may from time to time be specified in a notice given pursuant to this paragraphasthe address for service of notice on the Partner.22. Consents and Agreement:All consents and agreements provided for or permitted by this Agreement shall be in writing
  • 8. and a signed copy of them shall be filed and kept with the books of the Partnership.23. Sole Agreement.This instrument contains the sole agreement of the parties relating to their Partnership andcorrectly sets forth the rights, duties and obligations of each to the other in connection with is asofits date. Any prior agreements, promises, negotiations, or representations not expressly set forthinthis Agreement are of no force or effect.Executed this ___________________ day of _________________________ , 19__________at ______________________________ County_________________________________(State).__________________________________________________________________________** PLEASE NOTE: The above document is a sample document only and will require individualtailoring to the needs and purposes of each individual general partnership. Importantconsiderationsto incorporate in every partnership agreement include tax issues, sharing of profits basedon contribution and a buy-out provision.(Signature of Partner) (Signature of Partner
  • 9. Limited Partnership AgreementKristy Rocca, referred to as GENERAL PARTNER, and Angela Aimes and Ron Diaz, referredto as LIMITED PARTNERS, agree:That they herewith form a limited partnership under the laws of the state of Ohio, under the nameof Aimes & Diaz.The purpose of the partnership is to engage in the business of a fitness center and to have allpowers necessary or useful to engage in business described.The principal place of business shall be 3333 Main Street Cleveland Ohio 44444.The partnership term begins on the date of this Agreement and shall continue until notice isgiven, when it shall dissolve under the terms of this Agreement.Each partner has contributed, or will contribute by February 1, 2012 the amount shown next totheir signature to this Agreement.Limited partners shall not be required to contribute additional capital.Each partner shall have a capital account that includes invested capital plus that partner’sallocations of net income, minus that partner’s allocations of net loss and share of distributions.Net income and net loss shall be allocated as follows:a. 50 percent to the General Partner.b. 50 percent to the Limited Partners, according to their respective percentage ownershipinterests.Except as otherwise expressed stated in this Agreement, the General Partner shall manage thepartnership business and have exclusive control over the partnership business, including thepower to sign deeds, notes, mortgages, deeds of trust, contracts, leases, and direction of businessoperations.The limited partners shall have all powers which may lawfully be granted to limited partnersunder the laws of the State of Delaware.AccountingThe partnership’s tax or fiscal year shall be a calendar year. The General Partner shall make anytax election necessary for completion of the partnership tax return.A limited partner may assign his or her rights to receive distributions, net income and net loss toany person without causing a dissolution of this partnership. No assignment will be effectiveuntil the general partner is notified in writing of the same.This agreement may only be amended by the written agreement of all Partners.
  • 10. 1. Notices.Any notice required by this Agreement or given in connection with it, shall be in writing andshall be given to the appropriate party by personal delivery or a recognized over night deliveryservice such as FedEx.See Exhibit 1 for the name and addresses for each partner.2. No Waiver.The waiver or failure of either party to exercise in any respect any right provided in thisagreement shall not be deemed a waiver of any other right or remedy to which the party may beentitled.3. Entirety of Agreement.The terms and conditions set forth herein constitute the entire agreement between the parties andsupersede any communications or previous agreements with respect to the subject matter of thisAgreement. There are no written or oral understandings directly or indirectly related to thisAgreement that are not set forth herein. No change can be made to this Agreement other than inwriting and signed by both parties.4. Governing Law.This Agreement shall be construed and enforced according to the laws of the State of Ohio andany dispute under this Agreement must be brought in this venue and no other.5. Headings in this AgreementThe headings in this Agreement are for convenience only, confirm no rights or obligations ineither party, and do not alter any terms of this Agreement.6. Severability.If any term of this Agreement is held by a court of competent jurisdiction to be invalid orunenforceable, then this Agreement, including all of the remaining terms, will remain in fullforce and effect as if such invalid or unenforceable term had never been included.In Witness whereof, the parties have executed this Agreement as of the date first written above.Dated: 1/21/12___________________General Partner
  • 11. Limited Partners shall sign the attached Exhibit One or duplicate originals of the same.Exhibit One: Names & Addresses of Limited Partners and their signatures____________________ ______________________ ___________________Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________Limited Partner Signature Printed Name and Address Social
  • 12. STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICEThe Board of Directors of Aimes & Assiciates a Delaware Corporation, on this3 day of February2012 A.D. do hereby resolve and order that the location of the Registered Office of this Corporationwithin this State be, and the same hereby is 1111 Grove Street, in the City Dover of Kent County ofZip Code 22222The name of the Registered Agent therein and in charge thereof upon whom process against thisCorporation may be served, is Angela AimesThe Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by theBoard of Directors at a meeting held as herein stated.IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by anauthorized officer, the 3 day of February 2012 A.D.______________ ________________, Name: Angela Aimes chief executive officer
  • 13. STATE of DELAWARECERTIFICATE of INCORPORATIONA STOCK CORPORATION•First: The name of this Corporation is Aimes & Associates____________________________________________________________________.•Second: Its registered office in the State of Delaware is to be located at 1111Grove Street, in the City of DoverCounty of Kent Zip Code 22222 The registered agent in charge thereof is Angela Aimes____________________________________________________________________.Third: The purpose of the corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of Delaware.•Fourth: The amount of the total stock of this corporation is authorized to issue is100 shares (number of authorized shares) with a par value of1.5 per share.•Fifth: The name and mailing address of the incorporator are as follows: Name Aimes &Assiciates Inc.Mailing Address 1111 Grove StreetDover Delaware ZipCode 22222•I, The Undersigned, for the purpose of forming a corporation under the laws of the State ofDelaware, do make, file and record this Certificate, and do certify that the facts herein stated aretrue, and I have accordingly hereunto set my hand this3 day of February, A.D. 2012. NAME: Angela Aimes
  • 14. Provision to certificate of Incorporation Name of DirectorSteve Nelson is hereby named the director of Aimes & Associates Inc. _______________ Signature ________________ Date
  • 15. Notice is hereby given that the annual meeting of shareholders of Muscles “R” UsInc. will be held in room two on the second floor 1111 main street Cleveland Ohio44444, on February 15 2012, at 11:00 am, eastern standard time. The followingtopic will be addressed at the meeting: Directors elected Officers appointed Bylaws made Pre-incorporation share subscriptions accepted Pre-incorporation contracts ratifiedOnly shareholders of record at the close of business on February 14, 2012, areentitled to notice of and to vote at the meeting or any adjournments thereof.February 14, 2012 by order of board directorsCleveland, Ohio Angela Aimes, chief executive officer
  • 16. For value received, the undersigned, Muscles “R” Us Inc., a corporation organized and existing under thelaws of the state of Ohio, promises to pay to ____________________ on Oak street Cleveland, Ohio, thesum of _________________________ with interest from January 1, 2012 until paid, at the rate of sixpercent (6%) per annum, all due and payable on December 31, 2015. Should suit be commenced or anattorney employed to enforce terms of this note, Muscles “R” Us Inc. agrees to pay such additional sumas the court might order reasonable as attorney’s fees. Principals and interest payable in lawful moneyof the United States. This note maybe paid in full without any penalty charges. The undersigned herebywaives demand, presentment, and protest, and notices thereof and agrees to remain bound hereundernotwithstanding any extension, modification, or waiver by the holder of this note. Muscles “R” Us Inc By:____________ title:_____________________
  • 17. Board of Directors Meeting (Minutes)A meeting of the Board of Directors of Muscles “R” Us inc., an Ohio corporation was held onThursday, February 16, 2012, 4:00 pm at the principal office located at 1111 Grove Street,Cleveland, Ohio 44444.The directors present at the meeting: Angela Aimes, Ron Diaz, and Steve Nelson.Angela Aimes acted as chairman of the board, and Steve Nelson acted as secretary.The chairman called the meeting to order and stated that a quorum of directors were presentat the meeting.The secretary announced that the meeting was called to open new locations, hire a new vicepresident, implement a 401(k) plan, and launch a new line of diet products.A discussion was had on each subject.After motions duly made, second, and carried, the following decisions were unanimouslyagreed upon by the board of directors: New locations will be opened in New York and Maryland. A new vice president will be hired. A 401(k) plan will be implemented. A line of new diet products will be launched.The officers were instructed to take appropriate action to effect the purposes of theseresolutions.There being no further business before the meeting, on motion duly made, second, andunanimously carried, it is adjournedDate: ________________________ Secretary: ________________________
  • 18. Board of Directors Meeting (Minutes)A meeting of the Board of Directors of All Jacked Up Inc., an Ohio corporation was held onThursday, February 20, 2012, 4:00 pm at the principal office located at 1111 Grove Street,Cleveland, Ohio 44444.The directors present at the meeting: Angela Aimes, Ron Diaz, and Steve Nelson.Angela Aimes acted as chairman of the board, and Steve Nelson acted as secretary.The chairman called the meeting to order and stated that a quorum of directors were presentat the meeting.The secretary announced that the meeting was called to discuss why they refused to pay adividend, and possible accumulated tax earnings.A discussion was had on each subject.After motions duly made, second, and carried, the following decisions were unanimouslyagreed upon by the board of directors: All Jacked Up Inc. will set a record date of February 19, 2012 All Jacked Up Inc. will pay a dividend to its shareholders.The officers were instructed to take appropriate action to effect the purposes of theseresolutions.There being no further business before the meeting, on motion duly made, second, andunanimously carried, it is adjournedDate: ________________________ Secretary: ________________________
  • 19. Board of Directors Meeting (Minutes)A meeting of the Board of Directors of Muscles “R” Us, an Ohio corporation was held onThursday, February 20, 2012, 4:00 pm at the principal office located at 1111 Grove Street,Cleveland, Ohio 44444.The directors present at the meeting: Angela Aimes, Ron Diaz, and Steve Nelson.Angela Aimes acted as chairman of the board, and Steve Nelson acted as secretary.The chairman called the meeting to order and stated that a quorum of directors were presentat the meeting.The secretary announced that the meeting was called to discuss a name change, a new dietproduct, and charity events.A discussion was had on each subject.After motions duly made, second, and carried, the following decisions were unanimouslyagreed upon by the board of directors: The new name will be Aims Diet Products Inc. Will start producing diet products Will donate to the boys and girls clubThe officers were instructed to take appropriate action to effect the purposes of theseresolutions.There being no further business before the meeting, on motion duly made, second, andunanimously carried, it is adjournedDate: ________________________ Secretary: ________________________
  • 20. Board of Directors Meeting (Minutes)A meeting of the Board of Directors of Muscles “R” Us, an Ohio corporation was held onThursday, March 1, 2012, 4:00 pm at the principal office located at 1111 Grove Street,Cleveland, Ohio 44444.The directors present at the meeting: Angela Aimes, Ron Diaz, and Steve Nelson.Angela Aimes acted as chairman of the board, and Steve Nelson acted as secretary.The chairman called the meeting to order and stated that a quorum of directors were presentat the meeting.The secretary announced that the meeting was called to voluntarily dissolve the bisness.A discussion was had on the subject.After motions duly made, second, and carried, the following decisions were unanimouslyagreed upon by the board of directors: The shareholders will divide the company’ assets equally amongst themselves.The officers were instructed to take appropriate action to effect the purposes of theseresolutions.There being no further business before the meeting, on motion duly made, second, andunanimously carried, it is adjournedDate: ________________________ Secretary: ________________________
  • 21. Memorandum To: Mr. Cheetam From: Mario Freeman Date: March 4, 2012 Re: Muscles “R” Us Angela Aimes tried numerous ways of registering her business. She started with alimited partnership agreement with Kristy Rocca and Ron Diaz. A statement for domesticqualification was filed on her behalf with the Ohio Secretary of State. Angela then wanted to trylimited liability company, so the articles of organization were filed for her. Angela Aimes alsowanted to act as agent for this company, so the appointment of agent forms was filed. Next,Angela Aimes wanted to dissolve the LLC. A certificate of dissolution for a limit liability companywas filed on her behalf. Muscles “R” Us register in Delaware to do business in that state. Noticewas sent to all shareholders at Muscles “R” Us of a meeting to elect directors, officers, and preincorporation issues. At the meeting, minutes were taken and the shareholder unanimouslyagreed on all the issues. Muscles “R” Us ran into possible tax trouble due to accumulated earning.To handle this problem, they called a meeting and decided to pay dividends to its shareholder.They set a record date of February 19, 2012. Muscles “R” Us wanted to venture off into newmarkets, so they had a meeting. At this meeting, they decided to change their name and sell dietproducts. They also decided to get involved in charity events. The shareholder decided to dissolvethe business. The company sent proper notice and had a meeting. A certificate of dissolution wasfiled on the company’s behalf. Since all shareholders owned the same amount of shares, theydecided after paying creditors they would divide all remaining equally amongst them.