EFTA01584007

BK -1) 1 .35RSIZO initial Bylaw or in et Bylaw adopted by the stockhoicsets entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of inempnratient 3. Whenever the corporadoe shall he shitherized to issue only one dun of stock, cach outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any rneelthil of stockholder*. Whenevct the corporation shall be authorized to lime more lino oar clans of stock, no outstanding share of any class of stock which is tienied voting power under the provisions of the certificate of tecorporation shall entitle the holder thereof to the right to vow at any muting of stockholders except as the provesons of paragraph (2) of subsection (b) of f 242 of the Genera) Corporation Law of the Slate of Delaware shall otherwise require; provided.. that no shore of any such class which is otherwise denied voting power shall entitle the Iwider thereof to vote upon the increase or decrease in the number of authorized Olin of said data. NEU The personal liability of the chtectors of the corporation is hereby eliminated to the Mien extent permitted by the provulons of paragraph (7) of subsection (b) off tin of the General Corporation Law of the State of Delaware, as the sante may be amended and supplemented. Jan: The corporation shall, to the fullest extent permitted by the pnwictorts off 145 of the General Corporation Law of the State of Delaware, as the same may he amended and supplemented. indemnify say and all persona whom it shall bun power to Indemnify under utd section from And against any and all of de Capella". kaoline*, or other mantra referred to in or coveted by said section. and the trete_mniflcauun provided for herein shall not be deemed reclusive of any other rights to which those indemnified may be entitled under any Bliaw, agreement, vote of stodilsolikn or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who bus ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person ELEVENTH. From time to dyne any of the provisions of this ocitifrean of incorporation may be =coded. altered. or repealed, end other provisions authorized by the lows of the Suite of Delaware a the time in force may be added or Losertcd in the manner and at Me time punted by weld laws, and all rights at any time awderted upon the stockholder, of the corporation by this certificate of incorporation me granted subject to the provisions of this Article ELEVENTH. INV d coo/tog) 3 717-1. 4 efl0lfaftg TW,71148/010H4 Otto' to -et -to tot a ,71 JPM-SDNY-00063819 Confidential Treatment Requested by JPMorgan Chase EFTA01584007