Page 1 of 3 SS-9413 (1/16) Business Services Division Tre Hargett, Secretary of State State of Tennessee INSTRUCTIONS CHARTER FOR-PROFIT BENEFIT CORPORATION Filing Fee: $100 A For-Profit Benefit Corporation Charter may be filed using one of the following methods: E-file: Go to http://tnbear.tn.gov/NewBiz and use the online tool to complete the charter and pay the filing fee by credit card or debit card. When paying by credit card or debit card, there is a service fee that covers the credit card fees and transaction costs incurred by the Business Services Division when accepting online payments. Applicants who do not wish to pay the service fee to file online may choose the 223Print and Mail224 option at no additional cost. Print and Mail: Go to http://tnbear.tn.gov/NewBiz and use the online tool to complete the charter. Print and mail the charter along with the required filing fee to the Secretary of State222s office at 6th FL 226 Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243. Paper submission: A blank charter may be obtained by going to http://www.tn.gov/sos/forms/ss-9413.pdf , by emailing the Secretary of State at TNSOS.CORPINFO@tn.gov , or by calling (615) 741-2286. The charter is hand printed in ink or computer generated and mailed along with the required filing fee to the Secretary of State222s office at 6th FL 226 Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243. Walk-in: A blank charter form may be obtained in person at the Secretary of State Business Services Division located at 6th FL 226 Snodgrass Tower, 312 Rosa L. Parks AVE, Nashville, TN 37243. A For-Profit Benefit Corporation Charter must be accurately completed in its entirety. Forms that are inaccurate, incomplete or illegible will be rejected. A For-Profit Benefit Corporation Charter sets forth the items required under T.C.A. 247247 48-12-102 and 48-28-104(e). CHARTER The heading of the charter must contain the words 223For-Profit Benefit Corporation224. 1. The name of the corporation is - Enter the proposed name of the corporation. The name of a new corporation must meet the requirements of T.C.A. 247 48-14-101. American LegalNet, Inc. www.FormsWorkFlow.com Page 2 of 3 If a corporation222s name contains the word 223bank224, 223banks224, 223banking224, 223credit union224 or 223trust224, written approval must first be obtained from the Tennessee Department of Financial Institutions before documents can be accepted for filing with the Division of Business Services. You may contact the Tennessee Department of Financial Institutions at (615) 741-2236. If a corporation222s name contains the phrase 223insurance company224, written approval must first be obtained from the Tennessee Department of Commerce & Insurance before documents can be accepted for filing with the Division of Business Services. You may reach the Tennessee Department of Commerce & Insurance at (615) 741-2241. 2. Name Consent: (Written Consent for Use of Indistinguishable Name) 226 An applicant corporation can request to use a name that is not distinguishable from the name used by an existing business under certain circumstances detailed in T.C.A. 247 48-14-101(c). Indicate name consent by checking. If checked, the charter must be accompanied by an application to use an indistinguishable name, accompanied by payment of an additional $20 filing fee. The application must set forth the appropriate criteria for name duplication as described in the Act. 3. This company has the additional designation of 226 For-Profit Benefit Corporation. 4. The name and complete address of its initial registered agent and office located in the state of Tennessee is 226 Enter the name of the corporation222s initial registered agent, the street address, city, state and zip code of the corporation222s initial registered office located in Tennessee and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box is not acceptable for the registered agent/office address. 5. Fiscal Year Close Month 226 Enter the month of the year that concludes the corporation222s fiscal year. If a fiscal year close month is not indicated, the Division of Business Services will list the fiscal year close month as December by default. Please note that T.C.A. 247 48-26-203 requires corporations to file an annual report with the Secretary of State on or before the first day of the fourth month following the end of the close of the corporation222s fiscal year. Period of Duration 226 Indicate if the duration of the corporation is perpetual or has a specific end date by checking the appropriate box. If 223other224 is checked, indicate the specific date on which the duration of the corporation222s existence will end. 6. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is 226 If the existence of the corporation is to begin upon a future date, enter the future date. In no event can the future date or the actual occurrence of the specific event be more than ninety calendar days from the filing of the charter. 7. The corporation is for profit 226 By signing the charter the filer acknowledges this statement to be true. 8. The number of shares of stock the corporation is authorized to issue is 226 Enter the number of shares of stock the corporation is authorized to issue, pursuant to T.C.A. Title 48, Chapter 16. At least one share of stock must be indicated. Failure to indicate a number of shares greater than zero will result in rejection of the document by the Division of Business Services. 9. The complete address of its principal office is 226 Enter the street address, city, state and zip code of the principal office of the corporation and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services unless a deliverable mailing address is also provided. A post office box is not acceptable for the principal office address. American LegalNet, Inc. www.FormsWorkFlow.com Page 3 of 3 10. The complete mailing address of the entity (if different from the principal office) is 226 If notifications from the Division of Business Services should be sent to an address other than the principal office address, enter that address. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box address is acceptable for a mailing address. 11. List the name and complete address of each incorporator 226 Addresses should include address, city, state and zip code. The signer of the charter must be an incorporator listed in this section. 12. Public Benefit Purpose 226 Enter the public benefit or benefits to be pursued by the corporation. A public benefit is defined in T.C.A. 247 48-25-103 as 223a positive effect or reduction of negative effects on one (1) or more categories of person, entities, communities, or interests, other than shareholders in their capacities as shareholders, including, but not limited to, an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological effect224. 13. Other Provisions 226 Including any further information in this space is strictly optional. Use this section to set forth other details of the corporation that are not required to be included in the charter. Such items could include the initial board of directors, the business purpose of the corporation, the names of corporate management, and provisions regulating the powers and rights of the c