EFTA00029206.pdf

aK u 135FG I 0 stArr or onArrAAS ssenTARY or tiAn DietsiON or alltneintteel, runs os 10 re or/tA/IsAl 7sittfoot StStoOt =MC= 211111.118MRATION OF HIZEIUMMIL The undersigned, • neural pelaria for the purpose of niuMang a corpOtielOtt for condoning the holiness and promoting the purposes hereinafter stated. under the proirraftms end subject to the requitement, of Ilk Ins at the State of Delaware (partioulaily Chapter 1. Title 8 of the Delaware ;ale and the ant amendatory thwart and nipplemenial thereto. end known, iricmirta, and rektred to to the 'Genera! Corporation law or the Stale of Delawares), hereby ceruLes that FIRS[: The name of the corporation (hereinafter ailed the •corpuration•) ia HYPERION Ant . INC. plProteD: The address, including street, numbs", city, and Count). Of the registered ufGcc of the corporation in the State of Delaware is 32 Lotiekeithan Square, Suite L100. 04' of Dover. CnUtny of Kent, awl the name of the registered agent of the corporation in the State u! Dahnicate at uich address is Ilse Prentice-Hall Corporation 9yatcat, Inc. nun: Ter purpose of the wapination is to envy in any lawful sci sir activity for Ohre corporations may be organized under the General Oarporation law of the Sots of Oda-wait 'QUM The total number of shales of stuck which the corporation shalt have authority to issue is one thousand five hundred. The per value of each of such share; is One tenth of a mill. All such shuts arc of one slain and are shams at Common Slocti HEM The name and the mailing addrecs of the incorporator are as follows NAME MAIIINS1 AP MER Mena logiaa 53X711: The co:potation is to have perpetual calm wt. Pr ES 10111 Zoo e OCIL [LC Cli-Ol V 7.0 I Ma Ai 7N• WI; • I //h1/0 1. 21 ens loot OS: zit awl CO gt Moduart/tt Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00001788 EFTA00029206 8K -u I 35, 7. 1 19 .4kagStint. Whence/ a Cafflpf0013C or SITaarfIXIII is proposed henna° this curporador and Its creditors or any class of them and/or between this corporation and Its SIOCki101derl or any dais of them, any coon of equitable Jurisdiction within the Slate of Delaware may, on the sppliention in a summary way of this corpuration of of any creditor or stockholder thereof or on the applicatinr uf any receiver or receivers appointed for thh corporation under the provisions of I 291 of line a of the Delaware Code or oo the application of trustees in dlasoluuon or of any receiver Of recciren appointed fin this corporation under the provisions of 279 of Title A of the Delaware Codo order a nuellag of the acditort ur class of aedltors. and/or of tho stockholders or class of stockholders of this =potation, as the ca rt may be, to be summoned in such manner as the said court directs. If a majority in number tepresenting three fourths it value cat the credttirs or daces of coeditors, and/or of the stockholders vs class of stockholders of this corporation, as the case may be, egret to any compromise or arrangement and to any reorganoation of ibis corporation as consequence of utich'eurnpromitt or triangament the said compromise tr atrangernent end tne said reorganization shall, if sanctioned by the court to which the said application hat ken nude. he binding on all the creditors or class of creditors, and/or oe ell the stockholders or class of nockholders, of corpora:ion, as the case may be„ and also on this corpotation. cllrlt: Fot the management of the business and for the conduct of the affairs of the corparmion. end in further ticimition, Imitation. anti regulation of the power) of the corporation and of its directors and of Its stueltholdeis ur any class thereof, u the as may be. 11 LS further provided: I. The mat:gement of the bassinets and the anion of the affair. of the anpotatioct shalt be vested in its Board of Dnectors. The number of directors which shall constitute the while Board of Dis on on shall be turd M. or in the marurr provided In. the Bylaws. the phraso "wbolc Knot" and the phrase "total number of directors" shell be deemed to have the same =aging. to wit the total minstrel of directors which the oorpotatioo would have if there were nn vacancies. Nu election of directors need be by written ballot 2 After the onginal or other Bylaws of the annotation have been adopted, amended or repealed, as the case rhay be, to acoardaoce with the provisions off 109 of the General Corporation law of the Stabs of Delaware, and, atter the corporation has received say payment for any of Its stock, the punt to adopt, emend, or ?vocal the Bylaws of the corporation may be exercised by the Boyd of Dreams of the eorporatiog provided, however, 'hot toy koulcion foe the danification of directon of the co:F.04.'64m for staggered terra pursuant to the provisions of vehicular (d) of 4 14) of the General Corporation Law of the Slate of Delaware shall be set forth in an -2- Ce•ia soma 114111t eel 112:71114•18 -nonaastelawa as :•; •S-441 SAC ZIZ f11 Ce tt 303V3C/II Confidential Treatment Requested by JPM-SDNY-00001789 JPMorgan Chase EFTA00029207 B( - U tniG120 initial Bylaw or in a Bylaw adopted by the stockhoncis entitled to vole of the corporation unless provision Int such aura-tuition shall be set forth in this certificate of incorporation. 3. Whenever the cosputadoe shall he authorized to issue only Oft deli of stock, each outstanding shore shall entitle the holster thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to Issue more than one etas of stock, oo outstanding share of any class of stock which Is denied voting power under the provisions of the tertifiate Of incorporation shall entitle the holder thereof to the right to vote at any mating of stodhokkrt except as the provisions of parapaph (2) of subsection (b) of I 242 of the General Corporation tin of the Stale of Delaware shall otherwise require; provided, that nu share of say such class which is otherwise denied voting power shall entitle the bolder Mean to vow upon the increase or decrease in the number of authorised shares of said dash. The personal liability of the directors of the unpmation is hereby eliminated to the fullest extent perrnilled by the Pliwilions of paragraph (7) of sahsceoun (b) off Del of the Genera/ Curptxation Law of the State of Delaware, as the same may be amended and supplemented. TENTH; The corporation shall. to the fullest extent permitted by the catrekinnt off 145 of the General Corporation Law of the State of Delaware, u the tame may he amended and supplemented. indemnify any and ell persons whom it shall bin power to Indemnify under said tatiOn from arid against wry and all of the wean. liabilities, or other matters referred to in or coveted by sod section, nod the todentralcauiun provided for herein shall not be deemed reclusive of ern other rights to which Own indemnified may be entitled under any Bylaw. agreement, rote of stockhoWtm or disinterested directors or otherwise. both as to salon at Mt official capacity and 06 to action in soothes capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the helm execulon, and edwrisistralors of rich a person £LaUrnt; From time to tkne any of the provisions of dos certificate of incorporation may be