EFTA01480332.pdf

- 1351-G120 initial Bylaw or in a Bylaw adopted by the stockholders entukd to vote of the corporation unless provisions for such classifianion shall be set forth in (has certificate of incorporation. 3. Whenever the celiac/dolt shall be ewthnrized to ism* only one to notice class of stock, each outstanding there shall entitle the txdtkr thereof ut. end the right to vote at, any meeting of stoekholtkrt Whenever the corporation shall be authorized to Issue more than oac class of stock, no outmoding share of any class of stock which is denied voting power under the provisions of the certificate of incotpotatiou shall entitle the holder thereof to the right to vote al any meeting of stockholders except as the provisions of paragraph (?) of subsection (b) ol f 247 of the Central Corporation Eitw of the State of Delaware shall otherwise require; ptovided, that nu share of any such anon which is otherwise denied voting power shall entitle the bolder thereof to vole upon rho increase tit decrease in the number of authorized shares of said class Aftila "fhe personal liability of the directors of the corporation is hereby of subsection eliminated to the Mint went permitted by the piunsioro of paragraph (1) (Wu( f 102 of the General Corporation Law of the State of Delaware, ;A the same may be amended and supplemented. Malt The corporation shall, to the fullest client permitted by the provisions of 141 of the General Corporation Law of the State of Delaware, as the same may he amended and supplemented. indemnify any and all persons whom It shall have ciperwei, parer to Indemnify under said section from and %tins' wry end all tit the liabilities, or other matters t eferred to in or coveted by said section, and the tridenwilflo ttion provided for herein shall not be deemed whisine of any otter rights to which those indemnified may be entitled under any Bylaw, averment, vote of stockhoWers or disinterested directors or otherwise, both as to salon at his official capacity and 16 to action in another capacity while holding such of and shall continue as to a person who has cea►ed to be a director, &Boer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person ELEyuzaj: From lime to dine any of the provisions of tilt certificate of incorporation may be amended, altered, or tepeakd, and other provIalorn authorised try the laws of the State of Delaware at the lime In force may be added or inserted in the manner and at the time prescribed by said laws, and all rights .t any time conferred upon the stockholders of the corporation by rhh certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. moat/vile Tefolds/O3Se etfOI to -at -ca N•4 OBSC ECC ste-at • coo/►000 311 SUN eon act zit xvz co is soot/sons Confidential Treatment Requested by JPM-SDNY-00002460 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271658 EFTA01480332