EFTA01390453.pdf

DEUTSCHE Ulf Fax 61089bb1,15 ZED ti [1.10 Va. up. u PALL ii:CFMON PC PA' 09 89/29/2093 12:20 946-774-2.038 Articles of Incorporation Page 6 To exercise all the powers ofthe corporation, except such 45•nre conferred by taw, or by these Ankles of incorporation or by the )3y-taws of the corporation, upon the stockhoiders. an= Any person made a party to or otherwise involved itafty setioo, s iit or pc,c)otahog. by mason of the fact that he is or wns a director, resident agent or officer of the corporation or of any corporation in which he served as such at the request of the coruscation, shah be indemnified by the corporation against any and all amounts, costs and expenses, including but not limited to, attorneys fees, amounts paid upon judgments or awards or in settlements (before or after suit is coin:neared), actually and necessarily incurred by or Unposed upon him In commotion with such action, suit or proceeding, orin connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein. that such officer or director is liable for wilful misconduct in the performance of his duties. The intim °IOUs Article shall not be deemed exclusive of any other rights respecting indemnification to which one seeking indemnification may be entitled And shall not be read to limit or restrict any applicable provisions of law, nor to further limit the corporation as respects indemnification. The rights respecting indemnification mimed to herein shall muse to the benefit of the heirs, executors and administrators of any person entitled to indemnification. The corporationreserves the right to amend, alter, change, or-repeal anyprovisions contained in The Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon stockholders herein am grained subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation this day of August, 2003. _piata. Barite Mig11011 W flY 6. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094960 CONFIDENTIAL SDNY_GM_00241144 EFTA01390453