EFTA01583563

serer-1st prescolsed by the General Corporation Law of the State of Delaware, and all righrs conferred in this Certificate of Incorporation upon the nockhoders of the Corporation are granted subject to %la reservation. 10. A director of the Cow:mice shaft not be personally liable to the Corporation or its stockholders for mowery damages for breach of fiduciary duty as a director, except for lishirity (a) for any breech of the director's duty of loyalty to the Corporation or its stockholden, (b) for acts or omissions not in good faith or which invohy intentional miscotdoct or a knowing violation of law, (c) under Seal= 174 of the emend Corporation Law of the State of Delaware, or (d1 for any transaaion from which the director derived any =proper persona; hen s I, THE UNDERSIGNED. being the sole incorporator hereinbefore named, for the purpose of forting a corporation poisuce to the Gomel Corporation Law of the State of Delaware., hereby certify and declare drat this is my act and deed and that the facts noted herein are true, and have hereunto set my hand this 12th day of April, 20g7. Darren IC ladyke Sole Incorporator . - lc:Woman Chase JPM-SDNY-00063253 EFTA01583563