the bylaws of the Corporation. Election of directors need not be by written ballot unless the bylaws of the
Corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the State of Delaware
as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any
repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
ARTICLE TEN
The Corporation expressly elects not to be governed by §203 of the General Corporation
Law of the State of Delaware.
ARTICLE ELEVEN
The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the
laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this
reservation.
ARTICLE TWELVE
To the maximum extent permitted from time to time under the law of the State of
Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered
an opportunity to participate in, business opportunities that are from time to time presented to its officers,
directors or stockholders, other than those officers, directors or stockholders who are employees of the
Corporation. No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on
the liability or alleged liability of any officer, director or stockholder of the Corporation for or with
respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such
amendment or repeal.