EFTA01480309.pdf

s. Elections of directors need not be by written gstiot unites the by-laws of the corporation shall so provide. Meetings of stockholders say be held within or without the State of Delaware, es the by-laws may provide. The books of the corporation may be kept (subject co any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from tier to time by the board of directors or in the by-laws of the corporation. g. The corporation reserves the right to amend. alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all tights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the corporation shall oot be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (I) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for sets or indeeinne not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware general Corporation law, or (iv) for any transaction from which the director derived any improper personal benefit. THE DEDtl$Ikui, being the incorporator hereienefore named, for the purpose of forming a corporation pursuant to Um General Corporation Law of the state of Delaware. do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto in my hand this 15th day of December,194, 15/ Darren Indyke Darren TaikinfircorpOrir071 rileird Se64. sir 21e ideackl33 13 1)P.M 6661-51-)311 too/Loofa 3" 9$*s Confidential Treatment Requested by JPM-SDNY-00002429 JPMorgan Chase CONFIDENTIAL SDNY_GM_90271627 EFTA01480309