[COMPANY]

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Rev 6/18

Certificate OF INCORPORATION

OF

[Company Name]

The name of the corporation is [Company Name] (the “Corporation”).

The address of the Corporation’s registered office in the state of Delaware is ____________________, in the city of ____________________, county of ____________________, Zip Code __________. The name of its registered agent at such address is [Registered Agent Name].

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

The aggregate number of shares which the Corporation shall have authority to issue is [Ten Million (10,000,000)] shares of capital stock all of which shall be designated “Common Stock” [and have a par value of $0.0001 per share].

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation.

Distributions by the Corporation may be made without regard to “preferential dividends arrears amount” or any “preferential rights,” as such terms may be used in Section 500 of the California Corporations Code.