SONY-00 16484 EFTA_00 I 64241 EFTA01294992 Smp-OT-3000 01:50pm From-J Epstein i Company, Inc 2123710042 T-I50 P.005/005 F-135 prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockholders of the Corporation are granted subject to such reservation. 1

directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation 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 provisions of § 145 of the Gene

DENTIAL DB-SONY-0026238 EFTA_00 I 7392 I EFTA01298558 Sop-CT-2000 pl:SOpm From-J Epstein i Company, Inc T-ISO P.005/005 F-135 prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockholders of the Corporation are granted subject to such reservation. 1

directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, us the same may be amended and supplemented. TENTH: The corporation shall, to the fullest extent permitted by the provisions of f 145 of the Gen

ficate of Incorporation, in the manner now or hereafter EFTA00188183 Sip-0T-2000 01:50pe Fron-J Epstein i Company. Inc. zinri 3042 prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockholders of the Corporation are granted subject to such reservation. 1

tificate of incorporation provides that the Company shall indemnify and hold harmless each director to the fullest extent permitted or authorized by the General Corporation Law of the State of Delaware. Non-Employee Director• Compensation for 2015 On February 24, 2015, the Holdings Committee approved cash and equity compensation to our non-employe

)writ. at prescribed by the General Corporation Law of the State of Delaware, and all rights conferred ill this Catificare of Incorporation upon the stockholders of tin Corporation are granted subject to such reservation 10

serer-1st prescolsed by the General Corporation Law of the State of Delaware, and all righrs conferred in this Certificate of Incorporation upon the nockhoders of the Corporation are granted subject to %la reservation. 10.

directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (1) of subsection (b) of f 102 of the General Corporation Law of the State of Delaware, as the same may be ascended and supplemented. TENTH, The corporation shall, to the fullest extent permitted by the movisiona off 145 of the Gene

icate of Incorporation, in the manner now or hereafter EFTA01694248 a Sep-DT-2000 01:50n Frori Epstein t Ccapeny, Inc. V23713042 prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockholders of the Corporation are granted subject to such reservation. 1

te of Incorporation, in the manner now or hereafter EFTA01728552 4 Sep-OF-ZOO° 01 :50* From-J Epstein i Epsom. Inc 2123713042 - prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockholders of the Corporation are granted subject to such reservation. 1

directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation 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 provisions of f 145 of the Gen

Case No. 08-80736-CV-MARRA P-000102 EFTA00227482 erne kir wawa rua clot...sin • Nanny, lag IILSI lault 1-110 F.005/005 F-I35 prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockholders of the Corporation are granted subject to such reservation. 1

s been duly adopted by the board of directors and stockholders of the Corporation in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation on this 28 day of December, 2012. ADFIN S