APPENDIX D

Public Benefit Corporation Charter Provisions

Purpose Clause

Public Benefit Corporation. The Corporation shall be a public benefit corporation as contemplated by subchapter XV of the Delaware General Corporation Law (the “DGCL”), or any successor provisions, that it is intended to operate in a responsible and sustainable manner and to produce a public benefit or benefits, and is to be managed in a manner that balances the stockholders’ pecuniary interests, the best interests of those materially affected by the corporation’s conduct and the public benefit or benefits identified in this certificate of incorporation. If the DGCL is amended to alter or further define the management and operation of public benefit corporations, then the corporation shall be managed and operated in accordance with the DGCL, as so amended.

The purposes of the Corporation are (a) to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law and (b) to promote a positive effect (or reduce negative effects) [state affected persons, entities, communities or interests and effects constituting the corporation’s specific public benefit(s), which may include (without limitation) effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature].

Liability Limitation*

To the fullest extent permitted by law, 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. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any disinterested failure to satisfy DGCL § 365 shall not, for the purposes of Sections 102(b)(7) or 145 of the DGCL, or for the purposes of any use of the term “good faith” in this certificate of incorporation or the bylaws in regard to the indemnification or advancement of expenses of officers, directors, employees and agents, constitute an act or omission not in good faith, or a breach of the duty of loyalty. Any repeal or modification of this ARTICLE [__________] shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

*When adding this provision, indemnification contracts with directors and officers should be reviewed to ensure that any use of the term “good faith” is appropriately modified to include the broadened concept of Section 365.