5.
BOARD
OF
DIRECTORS
The Board of Directors of the corporation shall have the power to adopt, amend or repeal By-Laws of
the corporation, but the stockholders may make additional By-Laws and may alter or repeal any By-Law
whether adopted by them or otherwise.
6.
ELECTION
OF
DIRECTORS
Election of directors need not be by written ballot except and to the extent the By-Laws of the
corporation shall so provide.
7.
LIABILITIES
To the fullest extent permitted by law, no director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
Without limiting the effect of the preceding sentence, if the [GENERAL CORPORATION LAW] is hereafter
amended to authorized the further elimination or limitation of the liability of a director, then the liability
of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the
[GENERAL CORPORATION LAW], as so amended.
Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise
adversely affect any limitation on the personal liability of a director of the corporation existing at the
time of such amendment, repeal or adoption of such an inconsistent provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.
INCORPORATOR
COMPANY
Authorized Signature
Authorized Signature
Print Name and Title
Print Name and Title