INCORPORATION WORKSHEET prepared on April 19, 2012

INCORPORATOR: Name: Street Address: City, State, Zip: Telephone: Dorian Mayhew Rothschild 60 Arthur St. San Rafael, CA 94901 (415) 456-1234 Ext. 100

CORPORATION NAME: Legal Name: Rothschild Electronics Corporation Trade Name: Rothschild Electronics Corp PRINCIPAL PLACE OF BUSINESS: The address where the corporation's principal place of business will be located is: Street Address: 440 Montgomery St. City, State, Zip: San Francisco, CA 94103 County: San Francisco Telephone: (415) 455-5000 Mailing Address: City, State, Zip: 440 Montgomery St. San Francisco, CA 94103

BUSINESS ACTIVITIES: This corporation will begin on June 11, 2012, with an initial number of employees of approximately 160, and anticipated first year gross revenues of approximately $150,000,000.00. The primary activities of the corporation can be described as follows: develops, manufactures, and sells electronics instruments and devices including calculators, sonar devices, gas chromatographs, and handheld gps devices. GEOGRAPHICAL AREA OF BUSINESS OPERATIONS: The business will conduct its operations in the following geographical area: San Francisco Bay Area. STOCK: The corporation will authorize the following number of shares: 10,000 The shares will be: no par value
This is a RocketLawyer.com Legal Document

The shareholders will have preemptive rights with respect to additional shares of stock sold by the corporation. The shareholders will be required to first offer their shares to the corporation before selling to other parties. FISCAL YEAR: The fiscal year of the corporation will end each year on December 31. DIRECTORS: The following persons will be the initial directors of the corporation: Name: Address: City, State, Zip: Telephone: Name: Address: City, State, Zip: Telephone: Name: Address: City, State, Zip: Telephone: Dorian Mayhew Rothschild 60 Arthur St. San Rafael, CA 94901 (415) 456-1234 Ext. 100 Alex Olsen 49 Promenade Dr. Tiburon, CA 94920 (415) 867-1232 Ext. 550 Ryan Jagger 460 Anchor Way Mill Valley, CA 94941 (415) 474-1222 Ext. 10

The terms of the regular directors will be staggered and the directors will be divided into 3 groups. Each director will serve for a term of 4 year(s). The directors will not be personally liable to the corporation or its shareholders for obligations arising out of the performance of the directors' duties. OFFICERS: The following persons will be elected to fill the respective offices: President: Address: City, State, Zip: Telephone: Maria Rothschild 60 Arthur St. San Rafael, CA 94901 (415) 456-1234 Ext.222

This is a RocketLawyer.com Legal Document

Vice President: Address: City, State, Zip: Telephone: Treasurer: Address: City, State, Zip: Telephone: Secretary: Address: City, State, Zip: Telephone:

Rob Mackabee 280 Market St. San Francisco, CA 94103 (415) 847-4554 Ext.125 Bob Ricken 12 Wannabe Lane Novato, CA 94939 (415) 441-1234 Ext.998 George Lazen 1800 Stockton Ave. San Francisco, CA 94103 (415) 987-5432 Ext.111

The corporation will defend the directors and officers against lawsuits. Business transactions between the corporation and its officers and directors will be allowed. Instruments which relate to an interest in real estate must be signed by the following: President or Vice-President and Secretary or Treasurer The officers are authorized to do the following: Open a corporate bank account Obtain a bank loan Lease office space at 123 Main St., San Francisco, CA from Premium Property Management upon such terms as the officers deem appropriate. FRINGE BENEFITS: The owners are interested in establishing the following: Health care plan for employees Pension or profit-sharing plan SEAL: The corporation will not have a corporate seal. STOCK CERTIFICATES: The corporation will issue stock certificates.

This is a RocketLawyer.com Legal Document

REGISTERED AGENT: The name and address of the registered agent of the corporation is: Name: Company Name: Address: City, State, Zip: Telephone: Dillon Buble RL Management, Inc 290 Turn St. San Francisco, CA 94103 (415) 575-1435 Ext._________________

This is a RocketLawyer.com Legal Document