EFTA01298558.pdf

Sep-07-2000 0li50pe From-J Epstein i Caimans. Inc 7-150 P.004/005 F-I35
CERTIFICATE OF INCORPORATION
OF
JEGE,
1. The name of the corporation to be formed upon the filing of this
Certificate of incorporation is JEGE, Inc. (the "Corporation").
2. The address of the Corporation's registered office in the State of Delaware
is Corporation Trust, 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of the Corporation's registered agent at such address is The
Corporation Trust Company.
3. The nature of the business to be conducted by the Corporation is, or the
purposes to be promoted by the Corporation are, to engage in any lawful acts or activities
for which corporations may be organized under the General Corporation Law of the State
of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is One Thousand Five Hundred (1,500) shares of Common Stock, all of
which shares shall be without par value.
5. The name and mailing address of the sole incorporator of the Corporation
are Darren Indyke, 457 Madison Avenue, Fourth Floor, New York, New York 10022.
6. The Corporation is to have perpetual existence.
7. In furtherance, and not in limitation, of the powers conferred by the
General Corporation Law of the State of Delaware upon the board of directors of the
Corporation, the board of directors of the Corporation is expressly authorized to make,
alter or repeal the by-laws of the Corporation.
S. Elections of the directors of the Corporation need not be by written ballot,
unless the by-laws of the Corporation shall so provide.
Meetings of the stockholders of the Corporation may be held within or without
the State of Delaware, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the General Corporation Law of the State of
Delaware) outside the State of Delaware at such place or places as may be designated
from time to time by the board of directors or in the by-laws of the Corporation.
9. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or hereafter
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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.
10. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) under Section 174 of
the General Corporation Law of the State of Delaware, or (d) for any transaction from
which the director derived any improper personal benefit.
I, TUE UNDERSIGNED, being the sole incorporator hereinbefore named, for
The purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, hereby certify and declare that this is my act and deed and that the
facts stated herein are true, and have hereunto set my hand this 7th day of September,
2000.
Darren K. lndyke
Sole Incorporator
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CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-0026239
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