EFTA01479907.pdf

40-03-2010(VE0) 13: 12 P. 004/032 ,t Articles or Incorporation Page 5 j ' // To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any Sam, association or corporation. e) To sell or othawise dispose of the real or personal property of the corporation ' 9 To set apart a =aye or reserves, and to abolish such mum or reserves, or to make such other provisions, if any. a the Board of Directors may dean necessary or advisable for working capita, for additions, improsernents and benerenents to plant and equipment. for expulsion of the business of the corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the corporation. g) To establish bonus. profit-sharing, 'enact, thnit and other types ofinceruive, computation or retirement plans for the officers and employees (including officers and employees who are also directors) of the corporation and to fix the amounts of profits to be distributed or shared et contributed and the arnourits of the corporation's funds othenvise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective participation. h) To live, or gram options for the purpose of shares of stock of the corporatist to offi.cers and employees (=loin); officers and employees who are also directors) of the corporation and on such tarns and conditions as the Board of Directors may from time to tint determine i) To enter into contracts for the management of the business of the corporation for terms no: exceeding five (5) Yews j) To exercise ell the powers of the corponuinn, except such as are conferred by law, or by these Articles of incorporation or by the By-Laws of the corporation, upon the stockholders. alj2c Any person made s party to or otherwise involved in any action, suit or proceeding, by reason of the fact that he is or was s director, resident agen: or officer of the corporation or of any corporation in which he served as such at the tapioca of the corporation, shall be indef.:died by the corporation against any and all arnottras, costs and expenses, including but not limited to, attorneys fees, amounts paid upon ,iudwnetts or awards or in settienents (before or after suit is commaiced), Confidential Treatment Requested by JPM-SDNY-00001914 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271112 EFTA01479907