STATE OF DELAWARE

CERTIFICATE OF INCORPORATION
A STOCK CORPORATION

The undersigned Incorporator, desiring to form a corporation under pursuant to the

General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation is LatteMamas Co. Commented [MF1]: If you would prefer an alternative to
Co. we can discuss the available options. I have searched and
confirmed this name is available.
2. The Registered Office of the corporation in the State of Delaware is located at 15 East North Street, in
the City of Dover, County of Kent Zip Code 19901. The name of the Registered Agent at such address
upon whom process against this corporation may be served is Capitol Corporate Services, Inc.

3. The purpose of the corporation is to engage in the selling of breast milk and breast milk made
products. Any action that does not relate to the selling of breast milk or breast milk made products is
expressly prohibited. The previous restriction does not apply with respect to the following clause.
4. LatteMamas Co. will donate a certain amount of breast milk for every unit sold. The amount to be
donated and the unit size will both be set out in the bylaws. Unless approved by a unanimous vote of all
directors the amount to be donated cannot be less than one-quarter ounce of breast milk for every one
ounce sold.
5. The total amount of stock this corporation is authorized to issue is 100,000 shares with a par value of
$.0000001 per share. Shares will be issued in the following classes.
-50,000 Class A shares. Class A shares will be entitled to vote for two Class A specific directors
and one general director. The 50,000 Class A shares are to be distributed to Elizabeth Anderson-
Sierra.
-50,000 Class B shares. Class B shares will be entitled to vote for the one general director. The
50,000 Class B shares are to be distributed to Jennifer Anderson.
-The two Class A Directors will be one currently lactating mother and one non-lactating woman.
In the event a change of this status occurs an election for Class A shares will be held within three
months.
6. The name and mailing address of the incorporator are as follows:
Name: Jennifer Anderson
Mailing Address: 1624 Foothill Blvd.
Monrovia, California Zip Code 91016
Commented [MF2]: This should fulfill the requirement
that the sole purpose of the business be selling breast milk
and breast milk based products. Based on Delaware law any
action that is expressly prohibited is illegal. DGCL
102(a)(3).
Commented [MF3]: This will fulfill the requirement that a
certain amount be donated for every ounce sold. Specific
amounts have been left out because they may be better suited
for the bylaws because bylaws are easier to amend. More
fluidity will mean that donation amount can change and
adapt with market conditions.
Commented [MF4]: This is one way to meet the
requirement that the board always contain one currently
lactating member and one non-lactating member. Each of
you will be guaranteed to elect a board member as the only
shareholders in your class. If Elisabeth would prefer more
security, and Jennifer agrees, Elisabeth can vote on two
board seats and be guaranteed to select the two required
directors.
Commented [MF5]: Elisabeth can use her voting powers
to elect the lactating and non-lactating mother. Instead of
making it a requirement this provides her with flexibility.

7. The Board of Directors will consist of three directors. Two directors will belong to classes A and B.
Class A will be entitled to elect one of those two. Class B will be entitled to elect the second of those
two. All outstanding voting eligible shares will elect a third director. Directors will be elected annually
at the shareholders meeting. Commented [MF6]: If you would prefer more directors or
a board with staggered terms we can amend this section.

By: ____________________________________
Incorporator
Name: Jennifer Anderson