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20120813 2129/201211:56 AM Lila Herod <br />5 of 6 AFFID R$36.00 D$0.00 Moffat County Clerk <br />}power to take ail actions as directors, tint! (iii) the stockholder of the Corporation shall be subject <br />to all liabilities of directors. <br />SIT All of the Corporation's issued stock of all classes, exclusive of <br />treasury shares, shall he represented by certificate <br />and shall be held of record by one <br />stockholder. <br />g •°ENT All of the issued stock of all classes shall be subject to S or more of <br />the restrictions an transfer perrtrtitted by Section 20.2 of the General Corporation Latin. <br />EIGHTH, The Corporation shall :Wake no Drier ng of any of its stock of any <br />class which would constitute a "Public �'ff�' nK" dun the meaning of the United States <br />Secu: dties Act of 1933 as it maybe amended fi'r'th time to time. <br />_NTH Fhe We stockholder of the Corporation is expressly Wathorised to <br />adopt, amend or repeal the By -1: aws of the Corporation. <br />i•E�I�' }I2 Whenev" a compromise or arrangement is proposed between this Es <br />corporation and its creditors or any class of them <br />lejtrisdi t on, w hinttheState of Delaware <br />membcrs or any class of them, any court of equitab <br />inay, on the application, in a summary way of this corporation or of any creditor or member <br />thereof or on the application of Mnv receiver or receivers appointed for this corporation under § <br />2191 of Title 8 of the Delaware `Co decocorporation or. th undert§ 274 z fsi Tide S of the !Qe=aware Coca:: <br />receiver or r�enc.. appointed <br />order a meeting of the creditors or clam of creditors, ardlar of the members or class of members <br />of this corporation, as the case niay be, to Sac summoned in such manner as the said :,oust directs. <br />if a majority in t3utrtber representing tkrfre fourths in value of the creditors or class of creditors. <br />,If a m of the in 1jumbs or class of members of this corporation, as the case ;nay be, agree to any <br />compromise or arrangement and to any reorganization ofthn en'a. S the staid reorganizati <br />Compromise or a'rangement, the said compromise or arra. g <br />shoSl, if sanctioned by the court ic> which the said application has been made, be binding on all is <br />the cteditors or class of creditors, andlor on all the members or class of members, of th <br />corporation, as the case may be, and also oil this corporation. <br />E�I, 7 NT : The Corporation reserves the tight to amend, alter, change or <br />repeal any provision contained in this Certificate rf Incorporation in the manner now or haresfter <br />prescribed by statute. and all rights conferred upon stockholders herein are granted subject to this <br />This Amended ar1d Restated Certificate of Incorporation, herein certified, insofar <br />as the provision of the General Corporation Law govern such effective; date, sisal, be effective on <br />the date of filing with the Delaware Secretary c%f State of this Amended and Restated Certificate <br />of Incorporation. <br />40.0-6344-2446'2 <br />