Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall
determine and on such terms and for such consideration as shall be fixed by the Board of Directors.
ARTICLE FIFTH: [Repealed]
ARTICLE SIXTH: [Repealed]
ARTICLE SEVENTH: The corporation is to have perpetual existence.
ARTICLE EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized:
The Board of Directors shall have power to make, alter, amend and repeal the By-laws (except so far as the
By-laws adopted by the stockholders shall otherwise provide). Any By-laws made by the Directors under the
powers conferred hereby may be altered, amended or repealed by the Directors or by the stockholders.
To authorize and cause to be executed mortgages and liens upon the real and personal property of the
Corporation.
To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve in the manner in which it was created.
By a majority of the whole Board, to designate one or more committees, each committee to consist of one or
more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any meeting of the committee. The
By-laws may provide that in the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, or in the By-laws of the Corporation, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending the Restated Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of
the Corporation; and, unless the resolution or By-laws expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or
substantially all of the property and assets of the Corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part
of money or property including shares of stock in, and/or other securities of, any other corporation or
corporations, as its Board of Directors shall deem expedient and for the best interests of the Corporation.
ARTICLE NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or
any class of them and/or between this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors and/or of the stockholders/or class stockholders of this Corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders
of this Corporation, as the case may be, and also on this Corporation.
ARTICLE TENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-laws
may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from time to time by the Board of
Directors or in the By-laws of the Corporation. Elections of Directors need not be by written ballot unless
the By-laws of the Corporation shall so provide.
ARTICLE ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE TWELFTH: Any action required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of such holders and may not be effected by any consent
in writing by such holders.
ARTICLE THIRTEENTH: No Director or Officer shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a Director or Officer, respectively, to the fullest
extent permitted under applicable law, provided that this ARTICLE THIRTEENTH shall not eliminate or limit
the liability of: (i) a Director or Officer for any breach of the Director’s or Officer’s duty of loyalty to
the Corporation or its stockholders, (ii) a Director or Officer for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) a Director under Section 174 of
Title 8 of the Delaware Code or any amendment or successor provision thereto, (iv) a Director or Officer for
any transaction from which the Director or Officer derived an improper personal benefit, or (v) an Officer
in any action by or in the right of the Corporation. This ARTICLE THIRTEENTH shall not eliminate or limit
the liability of a Director or Officer for any act or omission occurring prior to the date when this ARTICLE
THIRTEENTH becomes effective. Neither the amendment nor repeal of this ARTICLE THIRTEENTH, nor the adoption
of any provision of the Restated Certificate of Incorporation inconsistent with this ARTICLE THIRTEENTH,
shall eliminate or reduce the effect of this ARTICLE THIRTEENTH with respect to any matter occurring, or any
cause of action, suit or claim that, but for this ARTICLE THIRTEENTH, would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent provision. All references in this ARTICLE THIRTEENTH to an
“Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted,
falls within the meaning of the term “officer” as defined in Section 102(b)(7) of Title 8 of the Delaware
Code.