Juno 2013 Annual Report Download - page 168

Section 3.9 The Board of Directors may designate one or more other committees (in addition to the mandatory standing committees described
in Section 3.8), each such other committee to consist of one or more of the directors of the Corporation. With respect to all Board committees (including, but
not limited to, the standing committees described in Section 3.8), in the absence or disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members of any committee present at
any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee (including, but not limited to, any standing
committee described in Section 3.8), to the extent permitted by law and subject to the resolution establishing such committee, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee (including, but not limited to, each standing committee described in Section 3.8)
shall keep regular minutes and report to the Board of Directors when required.
Section 3.10 The directors may be paid their expenses, if any, of the attendance at each meeting of the Board of Directors and shall receive
such compensation for their services as directors as shall be determined by the Board of Directors. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE 4
NOTICES
Section 4.1 Whenever, under the provisions of applicable law, the Certificate of Incorporation or the Bylaws,
notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his, her or its address as it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, by a form of electronic transmission
consented to by stockholder or director to whom notice is given. An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer
agent or other agent of the Corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to
directors may also be given by telephone, facsimile, telegram or electronic transmission.
Section 4.2 Whenever notice is required to be given under applicable law, the Certificate of Incorporation or the Bylaws, a written waiver, signed
by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. The written waiver or any waiver by electronic transmission need not specify the business to be transacted
at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a
meeting shall constitute a
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