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1.
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The name of the corporation (hereinafter called the “Corporation”) is Photronics, Inc.
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2.
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The Certificate of Amendment of the Corporation, which was filed by the Secretary of State of the State of Connecticut on April 15, 2002, is hereby corrected.
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3.
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The incorrect statement in said document and the reason it is incorrect are:
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4.
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The portion of the document in corrected form is as follows:
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/s/ Edwin L. Lewis
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Vice President, Secretary and General Counsel
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Space For Office Use Only
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1. NAME OF CORPORATION:
PHOTRONICS, INC.
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XXX
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A. AMENDED.
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____
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B. AMENDED AND RESTATED.
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____
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C. RESTATED.
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3.
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The aggregate number of shares which the Corporation shall have the authority to issue is 152,000,000 shares, of which 2,000,000 shares shall be shares of Preferred Stock having a par value of
$0.01 per share(hereinafter called “Common Stock”).
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The amendment shall be effective upon filing of this Certificate of Amendment with the Secretary of State.
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Space For Office Use Only
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4.
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VOTE INFORMATION (check A., B. or C.):
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XXX A. The resolution was approved by shareholders as follows:
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____B.
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The amendment was adopted by the board of directors without shareholder action. No shareholder vote was required for adoption.
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____C.
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The amendment was adopted by the incorporators without shareholder action. No shareholder vote was required for adoption.
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5. EXECUTION:
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| Dated this 22nd day of March , 2002. |
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James A. Eder
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Secretary
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/s/James A. Eder
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Print or type name of signatory
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Capacity of signatory
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Signature
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Space For Office Use Only
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1.
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NAME OF CORPORATION:
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2.
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THE CERTIFICATE OF INCORPORATION IS (check A., B., or C.):
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XXX
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A. AMENDED.
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____
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B. AMENDED AND RESTATED.
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____
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C. RESTATED.
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3.
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TEXT OF EACH AMENDMENT / RESTATEMENT:
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3).
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The aggregate number of shares which the Corporation shall have the authority to issue is 77,000,000 shares, of which 2,000,000 shares shall be shares of Preferred Stock having a par value of
$0.01 per share(hereinafter called “Preferred Stock”) and 75,000,000 shares shall be shares of Common Stock having a par value of $0.01 per share(hereinafter call “Common Stock”).
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Space For Office Use Only
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____B.
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The amendment was adopted by the board of directors without shareholder action. No shareholder vote was required for adoption.
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____C.
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The amendment was adopted by the incorporators without shareholder action. No shareholder vote was required for adoption.
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5. EXECUTION:
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Dated this 13th day of November, 1997
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JEFFREY P. MOONAN
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SECRETARY
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/s/ Jeffrey P. Moonan
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Print or type name of signatory
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Capacity of signatory
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Signature
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1.
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Name of Corporation (Please enter name within lines)
PHOTRONICS, INC.
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2.
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The Certificate if Incorporation is: (Check one)
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x A.
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Amended only, pursuant to Conn. Gen. Stat. Section 33-360.
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o B.
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Amended only, to cancel authorized shares (state number of shares to be cancelled, the class, the series, if any, and the par value, P.A. 90-107.)
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o C.
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Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
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o D.
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Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c).
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o E.
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Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d).
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Set forth here the resolution of amendment and/or restatement. Use an 8 1/2x11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
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RESOLVED, that the Certificate of Incorporation be amended by striking the first paragraph of Article Third in its entirety and substituting therefor the following:
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3)
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The aggregate number of shares which the Corporation shall have the authority to issue is 22,000,000 shares, of which 2,000,000 shares shall be shares of Preferred Stock having a par value of
$0.01 per share (hereinafter called “Preferred Stock”) and 20,000,000 shares shall be shares of Common Stock having a par value of $0.01 per share(hereinafter called “Common Stock”).
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(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
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3.
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(Check one)
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o
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A. This Certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation. (If 3A is checked, go to 5 & 6 to complete this certificate.).
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o
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B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B
is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.)
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4.
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(Check, if true)
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o
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This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such
vote and supersedes such Certificate of Incorporation.
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5.
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The manner of adopting the resolution was as follow
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x
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A. By the board of directors and shareholders pursuant to Conn. Gen. Stat. Section 33 – 360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.)
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(i) x
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No shares are required to be voted as a class; the shareholder’s vote was as follows:
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Vote Required for Adoption 3,288,639 Vote Favoring Adoption 5,151,790
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(ii) o
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There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as
follows:
(Use and 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. (S) 1 - 9.)
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(iii) x
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Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. (S) 33 - 311a(a)
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o
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B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.(S) 33 - 360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is: _______________________
The number of directors’ voted in favor of resolution was:
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(Print or Type)
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Signature
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(Print or Type)
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Signature
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Name of Pres.
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Name of Sec.
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Michael J. Yomazzo
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/s/ Michael J. Yomazzo
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Jeffrey P. Moonan
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/s/ Jeffrey P. Moonan
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o
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C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting
of the corporation and approved in writing by all subscribers for shares of the corporation. If there are no subscribers, state NONE below.
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Signed Incorporator
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Signed Incorporator
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Signed Incorporator
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Signed Subscriber
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Signed Subscriber
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Signed Subscriber
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Rec, CC. GS: (Type or Print)
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CT Corporation System
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One Commercial Plaza
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Hartford, CT 06103-3597
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Please provide filer’s name and complete address for mailing receipt
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I)
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The Certificate of Incorporation is amended only by the following resolutions adopted by the Corporations’ shareholders and directors:
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RESOLVED, that the Certificate of Incorporation of the Corporation be amended by striking Article FIRST in its entirety and substituting therefor the following:
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1)
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The name of the corporation is Photronics, Inc.;
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3)
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The aggregate number of shares which the Corporation shall have the authority to issue is 12,000,000 shares, of which 2,000,000 shares shall be shares of Preferred Stock having a par value of
$.01 per share (hereinafter called “Preferred Stock”) and 10,000,000 shares shall be shares of Common Stock having a par value of $.01 per share (hereinafter called “Common Stock”).
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a)
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The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full
or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in this Certificate of Incorporation, or any amendment thereto, including (but without limiting the generality
of the foregoing) the following:
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(i)
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The designation of such series;
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(ii)
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The dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any
other class or classes of any other series of capital stock, and whether such dividends shall be cumulative or non-cumulative;
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(iii)
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Whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;
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(iv)
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The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;
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(v)
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Whether or not the shares of such series shall be convertible into or exchangeable for shares or any other class or classes of capital stock of the Corporation, and, if provision be made for
conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;
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(vi)
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The extent, if any, to which the holders of the shares of such series shall be entitled to vote as a class or otherwise with respect to the election of the directors or otherwise;
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(vii)
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The restrictions, if any, on the issue or release of any additional Preferred Stock;
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(viii)
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The rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of assets of, the Corporation.
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b)
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Except as otherwise required by law and except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors
creating any series of Preferred Stock,the holders of any such series shall have no voting power whatsoever.
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8)
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The shareholders of the Corporation shall not have any pre-emptive or preferential rights to subscribe for, purchase or receive any shares of stock of the Corporation (or any obligation
convertible into shares of stock,including without limitation, warrants, subscription rights or options to acquire shares) which the Corporation may issue or sell.
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RESOLVED,
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that the Certificate of Incorporation of this Corporation be amended by adding Article NINTH in the following form:
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9)
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The personal liability of any Director to the Corporation or its shareholders for monetary damages for breach of duty as a Director is hereby limited to the amount of the compensation received
by the Director for serving the Corporation during the year of the violation if such breach did not (a) involve a knowing and culpable violation of law by the Director, (b) enable the Director or an associate, as defined in subdivision (3)
of Section 33-374d of the Connecticut General Statutes, to receive an improper personal economic gain, (c) show a lack of good faith and a conscious disregard for the duty of the Director to the Corporation under circumstances in which the
Director was aware that his conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the
Corporation, or (e) create liability under Section 33-321 of the Connecticut General Statutes. This Article shall not limit or preclude the liability of any Director for any act or omission occurring prior to the effective date of this
Article. Any repeal or modification of this Article by the shareholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.
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II)
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The above resolutions were adopted by the Shareholders and the Board of Directors.
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III)
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Number of Recordholders:
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IV)
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Vote of Shareholders:
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Number of Shares
Entitled to Vote |
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Total Voting
Power of Shares |
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Vote Required
For Adoption |
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Favoring
Adoption |
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3,191,100
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3,191,100
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1,594,801
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2,507,209
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/s/
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Constantine Macricostas
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Constantine Macricostas
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President
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/s/
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Jeffrey P. Moonan
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Jeffrey P. Moonan
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Secretary
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Number of Shares
Entitled to Vote |
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Total Voting
Power of Shares |
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Vote Required
For Adoption |
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Vote Favoring
Adoption |
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4200
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4200
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2101
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4200
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/s/
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Constantine Macricostas
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Constantine Macricostas
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President
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/s/
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Michael J. Yomazzo
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Michael J. Yomazzo
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Secretary
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a)
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To engage and participate in the business of precision scientific photography and related processes.
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b)
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To purchase or otherwise acquire, own, mortgage, lease, sell, convey or otherwise dispose of or utilize or deal in and with real property, goods, wares, merchandise and personal property of
every kind and description and wherever located.
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c)
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To carry on any other lawful business whatever in connection with the foregoing, or calculated directly or indirectly, to promote the interests of this corporation, or to enhance the value of
its properties; to have, enjoy, and exercise all rights, powers and privileges which are now or may hereafter be conferred upon business corporations organized under the general corporation laws of Connecticut; to do any and all things
necessary or proper for the accomplishment of any of the purposes or the attainment of any objects hereinbefore set forth, and in general to do every other act or thing pertaining to the foregoing purposes or powers to the same extent that
a natural person might lawfully do in any part of the world.
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d)
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The foregoing clauses shall be construed as both objects and powers and the enumeration of specific objects or powers shall not be deemed to limit or restrict in any manner the objects and
powers of this corporation. All such objects and powers shall be deemed to be furtherance of and in addition to the general powers conferred by the laws of the State of Connecticut upon business corporations organized under the general
corporation laws of the State.
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Common Stock
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x
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5,000 Shares
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x
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$10.00 par value
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NAME OF INCORPORATOR (Print or Type)
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NAME OF INCORPORATOR(Print or Type)
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NAME OF INCORPORATOR (Print or Type)
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1. Armindo J. Rebeiro
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2. Gerard P. Keehan
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3. Edward O. Law
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SIGNED (Incorporator)
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SIGNED (Incorporator)
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SIGNED(Incorporator)
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1. /s/ Armindo J. Rebeiro
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2. /s/ Gerard P. Keehan
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3. /s/Edward O. Law
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NAME OF INCORPORATOR (Print or Type)
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NAME OF INCORPORATOR(Print or Type)
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NAME OF INCORPORATOR(Print or Type)
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4. Larry L. Sharp
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5. Edward G. Keehan
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6. Constantine S. Macricostas
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SIGNED (Incorporator)
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SIGNED (Incorporator)
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SIGNED(Incorporator)
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4. /s/ Larry L. Sharp
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5. /s/ Edward G. Keehan
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6. /s/Constantine S. Macricostas
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APPOINTMENT OF STATUTORY AGENT FOR SERVICE
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ACCOUNT NO.
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DOMESTIC CORPORATION
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P 52357
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61-6 Rev. 6-66
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NAME OF NATURAL PERSON WHO IS RESIDENT OF CONNECTICUT
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BUSINESS ADDRESS
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Armindo J. Rebeiro
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20 Ta’Agan Point Road, Danbury
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RESIDENCE ADDRESS
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Ta’Agan Point Road, Danbury
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NAME OF CONNECTICUT CORPORATION
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ADDRESS OF PRINCIPAL OFFICE IN CONN. (if none,
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enter address of appointee’ statutory agent
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for services)
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NAME OF CORPORATION not Original Under the Laws of Conn.
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ADDRESS OF PRINCIPAL OFFICE IN CONN.
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(if none, enter “Secretary
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or the State Connecticut”)
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AUTHORIZATION
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NAME OF INCORPORATOR (Print or type)
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SIGNED(Incorporator)
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DATE
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ORIGINAL APPOINTMENT
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Gerard P. Keehan
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/s/ Gerard P. Keehan
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(Must be signed by a majority
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Edward O. Law
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/s/ Edward O. Law
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February 24, 1969
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Edward G. Keehan
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/s/ Edward G. Keehan
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NAME OF PRESIDENT, VICE PRESIDENT, OR SEC.
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SIGNED(President or Vice
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DATE
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President, or Secretary)
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SUBSEQUENT
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APPOINTMENT
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ACCEPTANCE
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NAME OF STATUTORY AGENT FOR SERVICE (Print or Type)
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SIGNED (Statutory Agent for service)
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Accepted:
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Armindo J. Rebeiro
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/s/ Armindo J. Rebeiro
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