xx有限责任公司章程 中英对照版

HUI-107483v2

BYLAWS OF

XXXX, INC.

ARTICLE I

OFFICES

1.01

Registered

Office.

The

registered

office,

until

changed

by

action

of

the

Board

of

Directors,

shall

be

738

Highway

6

South,

Houston,

Texas,

77079,

USA.

1.02

Other Offices.

The corporation also may have offices at such other

places both within and without the State of Texas as the Board of Directors may from

time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF THE SHAREHOLDERS

2.01

Place of Meetings.

All meetings of shareholders for the election of

directors or for any other proper purpose shall be held at such place within or without

the

State

of

Texas

as

the

Board

of

Directors

may

from

time

to

time

designate,

as

stated in the notice of such meeting or a duly executed waiver of notice thereof.

2.02

Annual Meeting.

An annual meeting of shareholders shall be held

at such time and date as the Board of Directors may determine.

At such meeting the

shareholders entitled to

vote shall elect a Board of Directors and may transact such

other business as may properly be brought before the meeting.

2.03

Special Meetings.

Special meetings of shareholders may be called

by the Chairman of the Board of Directors, the President, the Board of Directors, or

the holders of at least 10% of all the shares

entitled to vote at the proposed special

meeting.

If not otherwise fixed in accordance with these Bylaws, the record date for

determining

shareholders

entitled

to

call

a

special

meeting

is

the

date

the

first

shareholder signs the notice of such meeting.

2.04

Notice

of

Annual

or

Special

Meeting.

Written

or

printed

notice

stating the place, day, and hour of the meeting and, in the case of a special meeting,

the

purpose

or

purposes

for

which

the

meeting

is

called

shall

be

delivered

not

less

than 10 nor more than 60 days before the date of the meeting, either personally or by

mail, or by any other method permitted by applicable law, by or at the direction of the

President,

the

Secretary,

or

the

officer

or

person

calling

the

meeting,

to

each

shareholder entitled to vote at such meeting.

If mailed, such notice shall be deemed

to be delivered when deposited in the United States mail, addressed to the shareholder

at

his

address

as

it

appears

on

the

share

transfer

records

of

the

corporation,

with

postage

thereon

prepaid.

Whenever

any

notice

is

required

to

be

given

to

any

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2

shareholder

under

the

provisions

of

any

law,

the

Certificate

of

Formation,

or

these

Bylaws, a waiver thereof in writing signed by the person or persons entitled to such

notice, whether before or after the time stated therein, shall be deemed equivalent to

the giving of such notice.

2.05

Business

at

Special

Meeting.

The

business

transacted

at

any

special meeting of shareholders shall be limited to the purposes stated in the notice

thereof.

2.06

Quorum

of

Shareholders.

Unless

otherwise

provided

in

the

Certificate of Formation, the holders of a majority of the shares entitled to vote at a

meeting of shareholders, represented in person or by proxy, shall constitute a quorum

for any matter to be presented at that meeting.

If, however,

a quorum shall not be

present or represented at any meeting of the shareholders, the holders of a majority of

the shares represented in person or by proxy at the meeting shall have the power to

adjourn the meeting until such time and to such place as they shall determine, without

notice other than announcement at the meeting. At such adjourned meeting at which a

quorum

shall

be

present

or

represented,

any

business

may

be

transacted

that

might

have been transacted at the meeting as originally notified.

The shareholders present

at a duly organized meeting may continue to transact business until adjournment, and

the subsequent withdrawal of any shareholder or the refusal of any shareholder to vote

shall not affect the presence of a quorum at the meeting.

2.07

Act

o

f

Shareholders’

Meeting

.

With

respect

to

any

matter,

other

than the election of directors or a matter for which the affirmative vote of the holders

of a specified portion of the shares entitled to vote is required by law or the Certificate

of Formation, the affirmative vote of the holders of a majority of the shares entitled to

vote

on,

and

that

voted

for

or

against

or

expressly

abstained

with

respect

to,

that

matter at a meeting of shareholders at which a quorum is present shall be the act of

shareholders.

Unless

otherwise

provided

in

the

Certificate

of

Formation,

directors

shall be elected by a plurality of the votes cast by the holders of shares entitled to vote

in the election of directors at a meeting of shareholders at which a quorum is present.

2.08

Voting

of

Shares.

Each

outstanding

share,

regardless

of

class,

shall

be

entitled

to

one

vote

on

each

matter

submitted

to

a

vote

at

a

meeting

of

shareholders,

except

to

the

extent

otherwise

provided

by

law

or

the

Certificate

of

Formation.

At each election for directors, every shareholder entitled to vote at such

election shall have the right to vote the number of shares owned by him for as many

persons as there are directors to be elected and for whose election he has the right to

vote.

No shareholder shall be entitled to cumulate his votes by giving one candidate

as many votes as the number of such directors to be elected multiplied by the number

of

shares

owned

by

such

shareholder

or

by

distributing

such

votes

on

the

same

principle among any number of such candidates.

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3

2.09

Proxies.

At

any

meeting

of

the

shareholders,

each

shareholder

having the right to vote shall be entitled to vote either in person or by proxy executed

in writing by the shareholder.

A telegram, telex, cablegram, or similar transmission

by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction

of a writing executed by the shareholder, shall be treated as an execution in writing

for purposes of this

section.

Each proxy

shall

be revocable unless the

proxy form

conspicuously

states

that

the

proxy

is

irrevocable

and

the

proxy

is

coupled

with

an

interest.

An irrevocable proxy, if noted conspicuously on the certificate representing

the shares that are subject to the irrevocable proxy, shall be specifically enforceable

against

the

holder

of

those

shares

or

any

successor

or

transferee

of

the

holder.

Unless noted conspicuously on the certificate representing the shares that are subject

to the irrevocable proxy, an irrevocable proxy, even though otherwise enforceable, is

ineffective against a transferee for value without actual knowledge of the existence of

the irrevocable proxy at the time of the transfer or against any subsequent transferee

(whether

or

not

for

value),

but

such

an

irrevocable

proxy

shall

be

specifically

enforceable against any other person who is not a transferee for value from and after

the time that the person acquires actual knowledge of the existence of the irrevocable

proxy.

2.10

Voting

List.

The

officer

or

agent

having

charge

of

the

share

transfer records for shares of the corporation shall make, at least 10 days before each

meeting of shareholders, a complete list

of the shareholders entitled to

vote at

such

meeting or any adjournment thereof, arranged in alphabetical order, with the address

of and number of shares held by each shareholder, which list, for a period of 10 days

prior to such meeting, shall be kept on file at the registered office or principal place of

business of the corporation and shall be subject to inspection by any shareholder at

any time during usual business hours.

Such list also shall be produced and kept open

at

the

time

and

place

of

the

meeting

and

shall

be

subject

to

the

inspection

of

any

shareholder

during

the

whole

time

of

the

meeting.

The

original

share

transfer

records

shall

be

prima-facie

evidence

as

to

who

are

the

shareholders

entitled

to

examine such list or transfer records or to vote at any such meeting of shareholders.

2.11

Action

by

Written

Consent

Without

a

Meeting.

Any

action

required or permitted to be taken at any annual or special meeting of the shareholders

may be taken without a meeting, without prior notice, and without a vote, if a consent

or

consents

in

writing,

setting

forth

the

action

so

taken,

is

signed

by

the

holder

or

holders of all the shares entitled to vote with respect to the action that is the subject of

the consent or consents.

A telegram, telex, cablegram, or similar transmission by the

shareholder,

or

a

photographic,

photostatic,

facsimile,

or

similar

reproduction

of

a

writing signed by the shareholder, shall be regarded as signed by the shareholder for

purposes of this section.

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4

ARTICLE III

BOARD OF DIRECTORS

3.01

Powers.

The

powers

of

the

corporation

shall

be

exercised

by

or

under

the

authority

of,

and

the

business

and

affairs

of

the

corporation

shall

be

managed under the direction of, the Board of Directors, which may exercise all such

powers of the corporation and do all such lawful acts and things as are not by law, the

Certificate

of

Formation,

or

these

Bylaws

directed

or

required

to

be

exercised

and

done by the shareholders.

3.02

Number of Directors.

The initial Board of Directors shall consist

of seven (7) directors, four (4) Directors appointed by Lanhai

International

Ltd and

three (3) Directors appointed by Alpha Optima Holdings LLC. Thereafter, the number

of

directors

shall

be

determined

by

resolution

of

the

Board

of

Directors,

but

no

decrease in the number of directors shall have the effect of shortening the term of any

incumbent director.

3.03

Election and Term.

The directors, other than the initial

Board of

Directors,

shall

be

elected

at

each

annual

meeting

of

the

shareholders,

except

as

provided

in

Section

3.04

of

this

Article,

and

each

director

elected

shall

hold

office

until

the

next

succeeding

annual

meeting

or

until

his

earlier

death,

resignation,

or

removal

in

accordance

with

these

Bylaws.

Directors

need

not

be

residents

of

the

State of Texas or shareholders of the corporation.

3.04

Vacancies.

Any vacancy occurring in the Board of Directors may

be filled by the designation of a successor to such Director in accordance with Section

3.3 of

Shareholders’ Agreement of COTEC, Inc A director elected to fill a vacancy

shall be elected for the unexpired term of his predecessor in office.

Any directorship

to be filled by reason of an increase in the number of directors may be filled by the

Board of Directors for a term of office continuing only until the next election of one

or more directors by the shareholders.

3.05

Resignation

and

Removal.

Any

director

may

resign

at

any

time

upon giving written notice to the corporation.

At any meeting of shareholders called

expressly for the purpose of removing a director or directors, any director or the entire

Board of Directors may be removed, with or without cause, by a vote of the holders of

a majority of the shares then entitled to vote at an election of directors.

3.06

Compensation

of

Directors.

As

specifically

prescribed

from

time

to time by resolution of the Board of Directors, the directors of the corporation may

be paid their expenses of attendance at each meeting of the Board and may be paid a

fixed

sum

for

attendance

at

each

meeting

of

the

Board

or

a

stated

salary

in

their

capacity as directors.

This provision shall not preclude any director from serving the

corporation in any other capacity and receiving compensation therefor.

Members of

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special or standing committees may be allowed like compensation for service on any

such committee.

3.07

Chairman

of

the

Board.

The

Chairman

of

the

Board

shall

be

appointed by Lanhai International Ltd to serve until his successor is appointed or until

his

earlier

death,

resignation

or

removal.

Subject

to

the

authority

of

the

Board

of

Directors,

the

Chairman

of

the

Board

shall

preside

at

all

meetings

of

the

Board

of

Directors

and

shall

have

such

other

powers

and

duties

as

usually

pertain

to

such

position or as may be delegated by the Board of Directors.

ARTICLE IV

MEETINGS OF THE BOARD

4.01

First

Meeting.

The

first

meeting

of

each

newly

elected

Board

of

Directors shall be held without notice immediately following the shareholders’ annual

meeting at which such direc

tors were elected, at the same place as such shareholders’

meeting or at such other time and place either within or without the State of Texas as

shall

be

designated

by

the

Secretary

upon

the

written

request

of

a

majority

of

the

directors then elected.

4.02

Regular

Meetings.

Regular

meetings

of

the

Board

of

Directors

may

be

held

with

or

without

notice

at

such

time

and

at

such

place

either

within

or

without the State of Texas as from time to time shall be prescribed by resolution of

the Board of Directors.

4.03

Special Meetings.

Special meetings of the Board of Directors may

be

called

by

the

Chairman

of

the

Board

of

Directors

or

the

President,

and

shall

be

called by the Chairman of the Board of Directors, the President, or the Secretary on

the written request of two directors.

Written notice of special meetings of the Board

of Directors shall be given to each director at least 24 hours prior to the time of the

meeting, to the address and in the method specified in the Shareholders’ Agreement of

COTEC,

Inc.

(for

the

directors

elected

pursuant

to

Section

3.1(e)

and

(f)

of

the

Shareholders’

Agreement,

such

notice

may

be

sent

to

the

person

or

entity

that

designated

such

director),

or

if

not

specified

in

the

Shareholders’

Agreement,

in

accordance with applicable law.

4.04

Methods of Giving Notice.

Whenever any notice is required to be

given to any director under the provisions of any law, the Certificate of Formation, or

these

Bylaws,

it

shall

be

given

in

writing

and

delivered

personally

or

mailed,

or

delivered

by

any

other

method

permitted

under

applicable

law,

to

such

director

at

such address as appears on the records of the corporation, and, if mailed, such notice

shall be deemed to be delivered at the time when the same shall be deposited in the

United States mail with sufficient postage thereon prepaid.

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4.05

Waiver of Notice.

Whenever any notice is required to be given to

any

director under the provisions of any law, the Certificate of

Formation, or these

Bylaws, a waiver thereof in writing signed by the director or directors entitled to such

notice, whether before or after the time stated therein, shall be deemed equivalent to

the giving of such notice.

4.06

Attendance

as

Waiver.

Attendance

of

a

director

at

a

meeting

of

the Board of Directors or a committee thereof shall constitute a waiver of notice of

such

meeting,

except

when

a

director

attends

a

meeting

for

the

express

purpose

of

objecting

to

the

transaction

of

any

business

on

the

ground

that

the

meeting

is

not

lawfully called or convened.

4.07

Business at Regular or Special Meeting.

Neither the business to be

transacted

at,

nor

the

purpose

of,

any

regular

or

special

meeting

of

the

Board

of

Directors need be specified in the notice or waiver of notice of such meeting.

4.08

Quorum

of

Directors.

Seven

(7)

Directors

of

the

Board

shall

constitute

a

quorum

for

the

transaction

of

business.

If

a

quorum

shall

not

be

participating

at

any

meeting

of

the

Board

of

Directors,

the

Chairman

of

the

Board

may postpone the opening time of the meeting. The postponements shall be limited to

two (2) times at most and the meeting shall not be postponed longer than one (3) day

in total. If the number of Directors of Board present at the Meeting has still not yet

reached quorum after the Meeting has been postponed by two (2) times already, the

Chairman of the Board shall be entitled to reconvene the meeting with at least five (5)

Directors participating at the meeting, according to the procedures set forth in 4.02,

4.03, 4.04 of Article IV of the Bylaw.

4.09

Interested

Directors.

An

otherwise

valid

contract

or

transaction

between

the

corporation

and

1

or

more

of

its

directors

or

officers,

or

between

the

corporation

and

any

other

corporation

or

other

entity

in

which

1

or

more

of

its

directors or officers are directors or officers or have a financial interest, shall be valid

notwithstanding

whether

the

director

or

officer

is

present

at

or

participates

in

the

meeting of the Board of Directors or committee thereof that authorizes the contract or

transaction,

and

notwithstanding

whether

his

or

their

votes

are

counted

for

such

purpose, if:

(a)

The material facts as to his relationship or interest and as to the

contract or transaction are disclosed or are known to the Board of Directors or

the

committee,

and

the

Board

of

Directors

or

committee

in

good

faith

authorizes the contract or transaction by the affirmative vote of a majority of

the disinterested directors, even though the disinterested directors be less than

a quorum; or

(b)

The material facts as to his relationship or interest and as to the

contract or transaction are disclosed or are known to the shareholders entitled

HUI-107483v2

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to

vote

thereon,

and

the

contract

or

transaction

is

specifically

approved

in

good faith by vote of the shareholders; or

(c)

The contract or transaction is fair as to the corporation as of the

time

it

is

authorized,

approved,

or

ratified

by

the

Board

of

Directors,

a

committee thereof, or the shareholders.

Common

or

interested

directors

may

be

counted

in

determining

the

presence

of

a

quorum

at

a

meeting of the Board of Directors or of a committee that authorizes the contract or transaction.

4.10

Act

of

Directors’

Meeting

.

The

act

of

five

(5)

of

the

directors

present

at

a

meeting

at

which

a

quorum

is

present

shall

be

the

act

of

the

Board

of

Directors

unless

the

act

of

a

greater

number

is

required

by

law.

In

the

case

of

an

equality

of

votes

at

a

meeting

of

the

Board

of

Directors

or

the

Company,

the

Chairman of the Board shall be entitled to a second or casting vote.

4.11

Action

by

Written

Consent

Without

a

Meeting.

Any

action

required

or

permitted

to

be

taken

at

a

meeting

of

the

Board

of

Directors

or

any

committee

thereof

may

be

taken

without

a

meeting

if

a

consent

in

writing,

setting

forth

the

action

so

taken,

is

signed

by

all

members

of

the

Board

of

Directors

or

committee, as the case may be.

Such consent shall be filed with the minutes of the

proceedings

of

the

Board

of

Directors

or

committee,

as

the

case

may

be.

Such

consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE V

COMMITTEES

The Board of Directors, by resolution adopted by a majority of the full Board

of Directors, may designate from among its members 1 or more committees, each of

which shall be comprised of 1 or more of its members, and may designate 1 or more

of

its

members

as

alternate

members

of

any

committee,

who

may,

subject

to

any

limitations imposed by the Board of Directors, replace absent or disqualified members

at

any

meeting

of

that

committee.

Any

such

committee,

to

the

extent

provided

in

such

resolution,

shall

have

and

may

exercise

all

of

the

authority

of

the

Board

of

Directors,

subject

to

the

limitations

imposed

by

applicable

law.

Each

committee

shall

keep

regular

minutes

of

its

proceedings

and

report

the

same

to

the

Board

of

Directors when required.

To the

extent applicable, the provisions of Article

IV of

these Bylaws governing the meetings of the Board of Directors shall likewise govern

the meetings of any committee thereof.

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8

ARTICLE VI

MEETING BY USE OF CONFERENCE TELEPHONE

OR SIMILAR COMMUNICATIONS EQUIPMENT

The

shareholders,

members

of

the

Board

of

Directors,

or

members

of

any

committee

designated

by

such

Board

of

Directors

may

participate

in

and

hold

a

meeting

of

such

shareholders,

Board

of

Directors,

or

committee

by

means

of

conference

telephone

or

similar

communications

equipment

by

means

of

which

all

persons participating in the meeting can hear each other, and participation in such a

meeting shall constitute

presence in

person

at

such meeting,

except

where a person

participates in the meeting for the express purpose of objecting to the transaction of

any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VII

OFFICERS

7.01

Executive Officers.

The officers of the corporation shall consist of

a

President

and

a

Secretary,

and

may

also

include

one

or

more

Vice

Presidents,

a

Treasurer, and such other officers as are provided for in this Article.

Each officer of

the corporation shall be elected by the Board of Directors as provided in Section 7.02

of this Article. Any two or more offices may be held by the same person.

7.02

Election

and

Qualification.

The

Board

of

Directors

shall

elect

a

President and a Secretary.

The Board of Directors also may elect one or more Vice

Presidents, a Treasurer, and such other officers, including assistant officers and agents,

as

may

be

deemed

necessary,

who

shall

hold

their

offices

until

their

successor

is

elected,

or

until

their

earlier

death,

resignation

or

removal,

and

shall

exercise

such

powers

and

perform

such

duties

as

shall

be

determined

from

time

to

time

by

the

Board of Directors.

7.03

Compensation.

The compensation of all officers and agents of the

corporation shall be determined by or determined in a manner specified by the Board

of Directors.

7.04

Term,

Removal,

and

Vacancies.

Each

officer

of

the

corporation

shall

hold

office

until

his

successor

is

chosen

and

qualified

or

until

his

death,

resignation,

or

removal.

Any

officer

may

resign

at

any

time

upon

giving

written

notice

to

the

corporation,

but

such

resignation

shall

be

without

prejudice

to

the

contract

rights,

if

any,

of

the

corporation.

Any

officer

or

agent

or

member

of

a

committee

elected

or

appointed

by

the

Board

of

Directors

may

be

removed

by

the

Board of Directors whenever in its judgment the best interests of the corporation will

be served thereby, but such removal shall be without prejudice to the contract rights,

if any, of the person so removed.

Election or appointment of an officer or agent or

member

of

a

committee

shall

not

of

itself

create

contract

rights.

Any

vacancy

9

HUI-107483v2

occurring in any office of the corporation by death, resignation, removal, or otherwise

shall be filled by the Board of Directors.

7.05

Chief Executive Officer.

Unless the Board of Directors designates

otherwise, the President shall be the chief executive officer of the corporation.

The

Chief Executive Officer shall preside at all meetings of the shareholders.

The Chief

Executive Officer shall have such other powers and duties as usually pertain to such

office or as may be delegated by the Board of Directors.

7.06

President.

Unless the Board of Directors shall otherwise delegate

such

duties,

the

President

shall

have

general

powers

of

oversight,

supervision,

and

management of the business and affairs of the corporation, and shall see that all orders

and resolutions of the Board of Directors are carried into effect.

The President shall

have such powers and duties as usually pertain to such office, except as the same may

be

modified

by

the

Board

of

Directors.

He

shall

execute

bonds,

mortgages,

instruments, contracts, agreements, and other documentation, except when the signing

and execution thereof shall be expressly delegated by the Board of Directors to some

other officer or agent of the corporation.

7.07

Vice

Presidents.

Unless

otherwise

determined

by

the

Board

of

Directors, the Vice Presidents in order of their seniority as such seniority may from

time

to

time

be

designated

by

the

Board

of

Directors,

shall

perform

the

duties

and

exercise the powers of the President in absence or disability of the President.

They

shall perform such other duties and have such other powers as the Board of Directors

may from time to time prescribe.

7.08

Secretary.

The Secretary shall attend all meetings of the Board of

Directors and of the shareholders,

record all the proceedings of the meetings of the

Board of Directors and of the shareholders in a book to be kept for that purpose, and

shall perform like duties for the standing committees when required.

He shall give,

or cause to be given, notice of all meetings of the shareholders and special meetings

of

the

Board

of

Directors

as

may

be

prescribed

by

the

Board

of

Directors

or

the

President.

He

shall

keep

in

safe

custody

the

seal

of

the

corporation,

and,

when

authorized by the Board of Directors, affix the same to

any instrument

requiring it.

When so affixed, such seal shall be attested by his signature or by the signature of the

Treasurer or an Assistant Secretary.

He shall perform all duties incident to the office

of the Secretary and such other duties as may from time to time be assigned to him by

the Board of Directors.

7.09

Assistant

Secretary.

An

Assistant

Secretary,

unless

otherwise

determined

by

the

Board

of

Directors,

shall,

in

the

absence

or

disability

of

the

Secretary, perform the duties and exercise the powers of the Secretary.

An Assistant

Secretary shall perform such other duties and have such other powers as the Board of

Directors may from time to time prescribe.

10

HUI-107483v2

7.10

Treasurer.

The

Treasurer

shall

have

the

custody

of

the

corporate

funds

and

securities,

shall

keep

full

and

accurate

accounts

of

receipts

and

disbursements in books belonging to the corporation, and shall deposit all moneys and

other

valuable

effects

in

the

name

and

to

the

credit

of

the

corporation

in

such

depositories as may be designated by the Board of Directors.

He shall disburse the

funds of the corporation as may be ordered by the Board of Directors, taking proper

vouchers for such disbursements, and shall render to the President and the Board of

Directors

at

its

regular

meetings,

or

when

the

Board

of

Directors

so

requires,

an

account

of

all

his

transactions

as

Treasurer,

and

of

the

financial

condition

of

the

corporation.

The

Treasurer

shall

perform

all

the

duties

incident

to

the

office

of

Treasurer and such other duties as from time to time may be assigned to him by the

Board of Directors.

7.11

Assistant

Treasurer.

An

Assistant

Treasurer,

unless

otherwise

determined

by

the

Board

of

Directors,

shall,

in

the

absence

or

disability

of

the

Treasurer, perform the duties and exercise the powers of the Treasurer.

An Assistant

Treasurer shall perform such other duties and have such other powers as the Board of

Directors may from time to time prescribe.

7.12

Officer’s Bond

.

If required by the Board of Directors, any officer

so required shall give the corporation a bond (which shall be renewed as the Board of

Directors

may

require)

in

such

sum

and

with

such

surety

or

sureties

as

shall

be

satisfactory to the Board of Directors for the faithful performance of the duties of his

office

and

for

the

restoration

to

the

corporation,

in

case

of

his

death,

resignation,

retirement,

or

removal

from

office,

of

any

and

all

books,

papers,

vouchers,

money,

and other property of whatever kind in his possession or under his control belonging

to the corporation.

ARTICLE VIII

INDEMNIFICATION

8.01

Indemnification

by

the

Corporation.

The

corporation

shall

indemnify any person who was, is, or is threatened to be made a named defendant or

respondent in a proceeding (as hereinafter defined) because the person (a) is or was a

director

or

officer

of

the

corporation

or

(b)

while

a

director

or

officer

of

the

corporation, is or was serving at the request of the corporation as a director, officer,

partner,

venturer,

proprietor,

trustee,

employee,

agent,

or

similar

functionary

of

another foreign or domestic corporation, partnership, joint venture, sole proprietorship,

trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation

may

grant

indemnification

to

a

person

serving

in

such

capacity

under

the

Texas

Business

Organizations

Code

or

other

applicable

law,

as

the

same

exists

or

may

hereafter be amended.

HUI-107483v2

11

8.02

Expenses;

Procedure.

Such

right

shall

be

a

contract

right

which

shall survive the termination of any such person’s service as a director or officer, shall

not

be

adversely

affected

by

any

amendment

of

this

article

with

respect

to

acts

or

omissions

occurring

or

alleged

to

occur

prior

to

any

such

amendment,

and

shall

include the right to be paid by the corporation for all expenses incurred in defending

any

such

proceeding

in

advance

of

its

final

disposition

to

the

maximum

extent

permitted under the Texas Business

Organizations

Code or other applicable law,

as

the

same

exists

or

may

hereafter

be

amended.

If

a

claim

for

indemnification

or

advancement of expenses hereunder is not paid in full by the corporation within 90

days after a written claim has been received by the corporation, the claimant may at

any time thereafter bring suit against the corporation to recover the unpaid amount of

the claim,

and if successful in

whole or in

part, the claimant shall

be entitled to

be

paid also the expenses of prosecuting such claim.

It shall be a defense to any such

action that such indemnification or advancement of costs of defense are not permitted

under the Texas Business Organizations Code or other applicable law, but the burden

of

proving

such

defense

shall

be

on

the

corporation.

Neither

the

failure

of

the

corporation (including its Board of Directors or any committee thereof, special legal

counsel, or shareholders) to have made its determination prior to the commencement

of

such

action

that

indemnification

of,

or

advancement

of

costs

of

defense

to,

the

claimant

is

permissible

in

the

circumstances

nor

an

actual

determination

by

the

corporation (including its Board of Directors or any committee thereof, special legal

counsel, or shareholders) that such indemnification or advancement is not permissible

shall be a defense to the action or create a presumption that such indemnification or

advancement is not permissible.

8.03

Additional

Indemnification.

The

corporation

may

additionally

indemnify any person covered by the grant of mandatory indemnification contained

above

to

such

further

extent

as

is

permitted

by

law

and

may

indemnify

any

other

person to the fullest extent permitted by law.

8.04

Definition

.

As

used

herein,

the

term

“proceeding”

means

any

threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,

administrative,

arbitrative,

or

investigative,

any

appeal

in

such

an

action,

suit,

or

proceeding, and any inquiry or investigation that could lead to such an action, suit, or

proceeding.

ARTICLE IX

CERTIFICATES FOR SHARES

9.01

Certificates

Representing

Shares.

The

corporation

shall

deliver

certificates representing shares to which shareholders are entitled.

Such certificates

shall

be

numbered

and

shall

be

entered

in

the

books

of

the

corporation

as

they

are

issued, and shall be signed by the President or any Vice President and the Treasurer or

an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation,

HUI-107483v2

12

and

may

be

sealed

with

the

seal

of

the

corporation

or

a

facsimile

thereof.

The

signatures of such officers upon a certificate may

be facsimiles.

In case any officer

who

has

signed

or

whose

facsimile

signature

has

been

placed

upon

such

certificate

shall have ceased to be such officer before such certificate is issued, it may be issued

by the corporation with

the same effect

as if he

were such officer at

the

date of its

issuance.

Each

certificate

representing

shares

issued

by

the

corporation

shall

conspicuously

set

forth

such

provisions

as

are

required

by

applicable

law.

Each

certificate representing shares shall state upon the face thereof that the corporation is

organized

under

the

laws

of

the

State

of

Texas,

the

name

of

the

person

to

whom

issued, the number and class of shares and the designation of the series, if any, that

such

certificate

represents

and

the

par

value

of

each

share

represented

by

such

certificate or a statement that the shares are without par value.

No certificate shall be

issued

for

any

share

until

the

full

amount

of

the

consideration

therefor,

fixed

as

provided by law, has been paid or delivered.

9.02

Restriction on Transfer of Shares.

Any restriction on the transfer,

or

registration

of

the

transfer,

of

shares

shall

be

noted

conspicuously

on

each

certificate

representing

shares

that

are

subject

to

the

restriction

in

accordance

with

applicable law.

9.03

Voting

and

Shareholder

Agreements.

Any

voting

or

shareholder

agreement

shall

be

noted

conspicuously

on

each

certificate

representing

the

shares

that are subject to the agreement in accordance with applicable law.

9.04

Transfer

of

Shares.

Upon

surrender

to

the

corporation

or

the

transfer

agent

of

the

corporation

of

a

certificate

for

shares

duly

endorsed

or

accompanied by proper evidence of succession, assignment, or authority to transfer, it

shall be the duty of the

corporation to

issue a new certificate to

the person

entitled

thereto, cancel the old certificate, and record the transaction upon its books.

9.05

Lost, Stolen or Destroyed Certificates.

The Board of Directors, or

such officer or officers of the corporation as the Board of Directors may from time to

time designate, may direct a new certificate or certificates to be issued in place of any

certificate

or

certificates

theretofore

issued

by

the

corporation

alleged

to

have

been

lost, stolen, or destroyed upon the making of an affidavit of that fact by

the person

claiming the certificate or certificates of stock to be lost, stolen, or destroyed.

When

authorizing the issuance of a new certificate or certificates, the Board of Directors, or

such

officer

or

officers,

in

its

or

his

discretion

and

as

a

condition

precedent

to

the

issuance thereof, may require the owner of such lost, stolen, or destroyed certificate or

certificates, or his legal representative, to advertise the same in such manner as it or

he shall require or to give the corporation a bond in such form, in such sum, and with

such surety or sureties as it or he may direct as indemnity against any claim that may

be made against the corporation on account of the certificate or certificates alleged to

have

been

lost,

stolen,

or

destroyed

or

the

issuance

of

the

new

certificate

or

certificates.

HUI-107483v2

13