Common use of Preferred Stock Clause in Contracts

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the series.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board General Corporation Law of Directors (or such committee thereof) the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of superior or rank equally or be junior to the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of any other series to the following: (a) the designation of the series, which may be extent permitted by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where law. Except as otherwise provided in the certificate this Restated Certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable onIncorporation, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of this Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

Preferred Stock. Shares of Subject to Article IV, Part A Section 9, Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Subject to Article IV, Part A Section 9, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one (1) or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such consideration and for such corporate purposes as the Board issuance of Directors (or such committee thereof) may from time to time determine, the shares thereof and by filing a certificate pursuant of designations relating thereto in accordance with the DGCL (a “Preferred Stock Designation”), to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series determine and fix the number of shares to be included in each of such series and to fix the such voting powers, full or limited, or no voting powers, and such designations, powerspreferences and relative participating, rights and preferences of the shares of each such seriesoptional or other special rights, and the qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board DGCL. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of the Board of Directors with respect superior or rank equally or be junior to each any other series of Preferred Stock shall include, but not be limited to, determination of to the following: (a) the designation of the series, which may be extent permitted by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the serieslaw.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board DGCL. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing provide that such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into superior or exchangeable for shares rank equally or be junior to the Preferred Stock of any other class or series, or any other security, of series to the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, extent permitted by law. No vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of this Certificate, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included have such terms as stated or expressed in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and in the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions of such series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by applicable law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by applicable law or as shall expressly be granted by this Certificate of Incorporation (including any Certificate of Designation), holders of any series of Preferred Stock shall not be entitled to any voting power in respect of such Preferred Stock. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding); (c) by the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time-to-time in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4Article IV) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the series.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of The Preferred Stock may be authorized and issued from time to time in one (1) or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or expressed herein. As of the effective date of this Certificate of Incorporation^ 5,000,000 shares of the authorized Preferred Stock of the Corporation are hereby designated Series 1 Convertible Preferred Stock (the “Series 1 Preferred”). The rights, preferences, powers, privileges and restrictions, qualifications and limitations granted to and imposed on the Series 1 Preferred Stock are as set forth below in this Article Fourth. Unless otherwise indicated, references to “Sections” or “Subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth. The Board of Directors (or is authorized, subject to any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, limitations prescribed by resolution or resolutionslaw, to authorize designate and provide for the issuance from time to time of shares of additional series of Preferred Stock in one (1) on or more series, for such consideration and for such corporate purposes as following the Board of Directors (or such committee thereof) may from time to time determine, and date hereof by filing a certificate pursuant to the DGCL (such Preferred Stock, the “Blank Check Preferred Stock” and each certificate for such applicable law of the State of Delaware Blank Check Preferred Stock, being hereafter referred to as it presently exists or may hereafter be amended a “Preferred Stock Designation”), to establish from time to time for each such series the number of shares to be included in each such series series, and to fix the designationsdesignation, powers, preferences and rights and preferences of the shares of each such series, series and the any qualifications, limitations or restrictions thereof. In the event that at any time the Board of Directors shall have established and restrictions thereof to the fullest extent now designated one or hereafter permitted by this Amended and Restated Certificate more series of Incorporation and the laws Blank Check Preferred Stock consisting of a number of shares less than all of the State authorized number of Delawareshares of Preferred Stock, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as the remaining authorized shares of Blank Check Preferred Stock shall be stated deemed to be shares of an undesignated series of Blank Check Preferred Stock unless and expressed in a resolution or resolutions adopted until designated by the Board of Directors (as being part of a series previously established or such committee thereof) providing for a new series then being established by the issuance Board of such series Directors. Notwithstanding the fixing of Preferred Stock. Each series the number of Preferred Stock shall be distinctly designated. The authority of shares constituting a particular series, the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter at any time thereafter authorize an increase or title; (b) decrease in the number of shares of any such series except as set forth in the seriesPreferred Stock Designation for such series of Blank Check Preferred Stock. In case the number of shares of any series shall be so decreased, which number the shares constituting such decrease shall resume the status of authorized undesignated Preferred Stock unless and until designated by the Board of Directors may thereafter (except where otherwise provided in as being a part of a series previously established or a new series then being established by the certificate Board of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the seriesDirectors.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such powers, designations, preferences, and relative, participating, optional, or other special rights, if any, and such qualifications and restrictions, if any, of such preferences and rights, as are stated or expressed in the resolution or resolutions of the Board of Directors (providing for such series of Preferred Stock. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly so provided in such resolution or any committee to which it may duly delegate the authority granted in this ARTICLE 4) resolutions. Authority is hereby empoweredgranted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutionsresolutions to determine and fix the powers, to authorize designations, preferences, and relative, participating, optional, or other special rights, if any, and the issuance from time to time qualifications and restrictions, if any, of shares such preferences and rights, including without limitation dividend rights, conversion rights, voting rights (if any), redemption privileges, and liquidation preferences, of such series of Preferred Stock in one (1) or more which need not be uniform among series), for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof all to the fullest extent now or hereafter permitted by the General Corporation Law of Delaware. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation or issuance of any series of Preferred Stock may provide that such series shall be superior to, rank equally with, or be junior to the Preferred Stock of any other series, all to the fullest extent permitted by law. No resolution, vote, or consent of the holders of the capital stock of the Corporation shall be required in connection with the creation or issuance of any shares of any series of Preferred Stock authorized by and complying with the conditions of this Amended and Restated Certificate of Incorporation Incorporation, the right to any such resolution, vote, or consent being expressly waived by all present and the laws future holders of the State capital stock of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a the Corporation. Any resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for pursuant to the issuance of such series of Preferred Stock. Each series of Preferred Stock authority vested in them by this Article IV shall be distinctly designated. The authority set forth in a certificate of the Board of Directors designation along with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of stock of such series as to which the seriesresolution or resolutions shall apply and such certificate shall be executed, which number acknowledged, filed, recorded, and shall become effective, in accordance with Section 103 of the Board General Corporation Law of Directors may thereafter (except where the State of Delaware. Unless otherwise provided in any such resolution or resolutions, the certificate number of designations governing shares of stock of any such seriesseries to which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) increase or decrease decreased (but not below the number of shares thereof then outstanding); (c) by a certificate likewise executed, acknowledged, filed and recorded, setting forth a statement that a specified increase or decrease therein has been authorized and directed by a resolution or resolutions likewise adopted by the amounts payable onBoard of Directors. In case the number of such shares shall be decreased, and the preferences, if any, number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the series in respect of dividends, and whether such dividends, if any, shall be cumulative first resolution or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for resolutions. When no shares of any other such class or series are outstanding, either because none were issued or because none remain outstanding, a certificate setting forth a resolution or resolutions adopted by the Board of Directors that none of the authorized shares of such class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to such class or series, or any other securitymay be executed, acknowledged, filed and recorded in the same manner as previously described and it shall have the effect of eliminating from this Amended and Restated Certificate of Incorporation all matters set forth in the Corporation or any other corporation, and, if so, the specification certificate of designations with respect to such other class or series of stock. If no shares of any such class or such other securityseries established by a resolution or resolutions adopted by the Board of Directors have been issued, the conversion voting powers, designations, preferences and relative, participating, optional or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, with the qualifications, limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the Board of Directors. In the event of any such amendment, a certificate which (i) states that no shares of such class or series have been issued, (ii) sets forth the copy of the holders amending resolution or resolutions and (iii) if the designation of shares such class or series is being changed, indicates the original designation and the new designation, shall be executed, acknowledged, filed, recorded, and shall become effective, in accordance with Section 103 of the seriesGeneral Corporation Law of the State of Delaware.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one (1) or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such consideration and for such corporate purposes as the Board issuance of Directors (or such committee thereof) may from time to time determine, the shares thereof and by filing a certificate pursuant of designations relating thereto in accordance with the General Corporation Law, to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series determine and fix the number of shares to be included in each of such series and to fix the such voting powers, full or limited, or no voting powers, and such designations, powerspreferences and relative participating, rights and preferences of the shares of each such seriesoptional or other special rights, and the qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board General Corporation Law. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of the Board of Directors with respect superior or rank equally or be junior to each any other series of Preferred Stock shall include, but not be limited to, determination to the extent permitted by law. The number of the following: (a) the designation authorized shares of the series, which Preferred Stock may be by distinguishing number, letter increased or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease decreased (but not below the number of shares thereof then outstanding); (c) by the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, affirmative vote of the holders of shares a majority of the seriesvoting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law. FIFTH: In furtherance and not in limitation of the powers conferred upon it by the General Corporation Law, the Board of Directors shall have the power to adopt, amend, alter or repeal the By-laws of the Corporation.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Certificate of the holders Incorporation (including any Certificate of shares of the seriesDesignation).

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. The Board of Directors is expressly authorized, by adopting a resolution or such committee thereof) resolutions providing for the issuance of such series the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to provide, out of unissued shares of Preferred Stock. Each Stock that have not been designated as to series, for series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors and, with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) to determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Amended and Restated Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any Certificate of Designation). Any shares of any series of Preferred Stock purchased, exchanged, converted or otherwise acquired by the Corporation, in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, without designation as to series, and may be reissued as part of any series of Preferred Stock created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth in this Amended and Restated Certificate of Incorporation (including any Certificate of Designation) or in such resolution or resolutions. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL or any successor provision thereof, and no other vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or by the terms of any committee series of Preferred Stock. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution special voting rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board DGCL. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing provide that such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into superior or exchangeable for shares rank equally or be junior to Preferred Stock of any other class or seriesseries to the extent permitted by law. Except as otherwise specifically provided in this Amended and Restated Certificate of Incorporation, or any other security, the by-laws of the Corporation or any other corporation, and, if so, agreement in existence from time-to-time among the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares stockholders of the same series or of any other class or series; and (j) Corporation and the voting rightsCorporation, if any, no vote of the holders of Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of Preferred Stock authorized by and complying with the seriesconditions of this Amended and Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or hereafter permitted by Chapter 156D of the Massachusetts General Laws. Without limiting the generality of the foregoing, the resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing provide that such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into superior or exchangeable for shares rank equally or be junior to the Preferred Stock of any other class or series, or any other security, of series to the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, extent permitted by law. No vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of the Articles of Organization, the right to have such vote being expressly waived by all present and future holders of the capital stock of the corporation.

Preferred Stock. Shares Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or this Certificate of Incorporation. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights. and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights. conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law and this Certificate of Incorporation. Except as otherwise provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and issued in one complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation. Two million shares of the Preferred Stock of the Corporation shall be designated as Senior Exchangeable Preferred Stock Due 2006 (1) or more seriesthe "Senior Preferred Stock"). The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empoweredpowers, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powerspreferences and relative, rights participating, optional and preferences of the shares of each such seriesother special rights, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each series of Senior Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions is as set forth on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the seriesAnnex I attached hereto.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the board of directors as hereinafter provided. The Board Any shares of Directors (Preferred Stock which may be redeemed, purchased or any committee acquired by this corporation may be reissued except as otherwise provided by law or this Certificate of Incorporation. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted purposes of voting by classes unless expressly provided in this ARTICLE 4) the resolution or resolutions providing for the issue of such series adopted by the board of directors as hereinafter provided. Authority is hereby empoweredexpressly granted to the board of directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board General Corporation Law of Directors (or such committee thereof) the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of superior or rank equally or be junior to the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of any other series to the following: (a) the designation extent permitted by law and this Certificate of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where Incorporation. Except as otherwise provided in the certificate this Certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable onIncorporation, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, no vote of the holders of the Preferred Stock or Common Stock shall be prerequisite to the designation or issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of this corporation.

Preferred Stock. Shares Subject to receipt of any shareholder approvals required in Article IV, Section C(3)(c) hereof, and that certain Seventh Amended and Restated Investor’s Rights Agreement dated as of March , 2007, as amended, (the “Investor Rights Agreement”), Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or by the terms of any committee series of Preferred Stock. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the purposes of voting by classes unless expressly provided. Subject to receipt of any shareholder approvals required in Article IV, Section C(3)(c) hereof, and the Investor Rights Agreement, authority granted in this ARTICLE 4) is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution special voting rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board DGCL. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing provide that such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into superior or exchangeable for shares rank equally or be junior to the Preferred Stock of any other class or seriesseries to the extent permitted by law. Except as otherwise specifically provided in this Certificate of Incorporation, or any other securityas amended from time to time, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the fullest extent permitted by applicable law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. (i) Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. (ii) Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second and Amended Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Second and Amended Restated Certificate (including any Certificate of Designation). (iii) The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. (i) Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time in one or more series, each of shares such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as provided herein. (ii) Authority is hereby expressly granted to the Board of Directors from time to time to create and issue the Preferred Stock in one (1) or more series, and in connection with the creation and issuance of any such series, by adopting a resolution or resolutions providing for such consideration and for such corporate purposes as the Board issuance of Directors (or such committee thereof) may from time to time determine, the shares thereof and by filing a certificate pursuant of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series determine and fix the number of shares to be included in each of such series and to fix the such voting powers, full or limited, or no voting powers, and such designations, powerspreferences and relative, rights and preferences of the shares of each such seriesparticipating, optional or other special rights, and the qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing provisions of this Section 4.03, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Certificate of the holders Incorporation (including any Certificate of shares of the seriesDesignation).

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of full or limited, or no voting powers, and such designations governing such series) and relative participating, optional, preferential or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed in this Section B of Article FOURTH and/or in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredgranted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences, powers and relative participating, optional or other special rights and qualifications, limitations and limitations, or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any), limitation dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such votes, all to the full extent now or resolutions adopted hereafter permitted by the Board General Corporation Law. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designatedsuperior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. The authority Except as provided in this Article FOURTH, no vote of the Board holders of Directors with respect the Preferred Stock or Common Stock shall be prerequisite to each the issuance of any shares of any series of Preferred Stock shall include, but not be limited to, determination authorized by and complying with the conditions of the following: (a) Certificate of Incorporation, the designation right to enjoy such vote being expressly waived by all present and future holders of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs capital stock of the Corporation; (h) whether shares . The resolutions providing for issuance of any series of Preferred Stock may provide that such resolutions may be amended by subsequent resolutions adopted in the series same manner as the preceding resolutions. Such resolutions shall be convertible into or exchangeable for shares effective upon adoption, without the necessity of any other class filing, with the State Secretary of Delaware or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the seriesotherwise.

Preferred Stock. 1. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. 2. Authority is hereby expressly granted to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of the holders of shares of the seriesDesignation).

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of any series of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued as shares of the same series or as shares of one or more other series of Preferred Stock except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any), limitation dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board Massachusetts Business Corporation Law. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing provide that such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into superior or exchangeable for shares rank equally or be junior to the Preferred Stock of any other class or series, or any other security, of series to the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the seriesextent permitted by law.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock that may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law or this Restated Certificate of Incorporation. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutionsresolutions providing for the issue of the shares thereof, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration determine and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series fix the number of shares to be included in each thereof, such series voting powers, full or limited, or no voting powers, and to fix the such designations, powerspreferences and relative participating, rights and preferences of the shares of each such seriesoptional or other special rights, and the qualifications, limitations or restrictions thereof, including without limitation, dividend rights, conversion rights, redemption privileges and restrictions thereof liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws General Corporation Law. Without limiting the generality of the State of Delawareforegoing, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or the resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing provide that such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into superior or exchangeable for shares rank equally or be junior to the Preferred Stock of any other class or series, or any other security, series to the extent permitted by law and this Restated Certificate of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the seriesIncorporation.

Preferred Stock. Shares of Subject to Article IV, Section 9, Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Subject to Article IV, Section 9, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one (1) or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such consideration and for such corporate purposes as the Board issuance of Directors (or such committee thereof) may from time to time determine, the shares thereof and by filing a certificate pursuant of designations relating thereto in accordance with the DGCL (a “Preferred Stock Designation”), to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series determine and fix the number of shares to be included in each of such series and to fix the such voting powers, full or limited, or no voting powers, and such designations, powerspreferences and relative participating, rights and preferences of the shares of each such seriesoptional or other special rights, and the qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board DGCL. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of the Board of Directors with respect superior or rank equally or be junior to each any other series of Preferred Stock shall include, but not be limited to, determination of to the following: (a) the designation of the series, which may be extent permitted by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the serieslaw.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Any share of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of Subject to Article IV, Part A, Section 9, Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Subject to Article IV, Part A, Section 9, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one (1) or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such consideration and for such corporate purposes as the Board issuance of Directors (or such committee thereof) may from time to time determine, the shares thereof and by filing a certificate pursuant of designations relating thereto in accordance with the DGCL (a “Preferred Stock Designation”), to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series determine and fix the number of shares to be included in each of such series and to fix the such voting powers, full or limited, or no voting powers, and such designations, powerspreferences and relative participating, rights and preferences of the shares of each such seriesoptional or other special rights, and the qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board DGCL. Without limiting the generality of Directors (or such committee thereof) the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of the Board of Directors with respect superior or rank equally or be junior to each any other series of Preferred Stock shall include, but not be limited to, determination of to the following: (a) the designation of the series, which may be extent permitted by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the serieslaw.

Preferred Stock. Shares of 1. Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. 2. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutionsresolutions providing for the issue of the shares thereof, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration determine and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series fix the number of shares to be included in each of such series and to fix the such voting powers, full or limited, or no voting powers, and such designations, powerspreferences and relative participating, rights and preferences of the shares of each such seriesoptional or other special rights, and the qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board General Corporation Law of Directors (or such committee thereof) Delaware. Without limiting the generality of the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designatedsuperior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Amended and Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation. 3. The authority number of the Board of Directors with respect to each series authorized shares of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter increased or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease decreased (but not below the number of shares thereof then outstanding); (c) by the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) with a separate class vote of the holders of shares Preferred Stock, irrespective of the seriesprovisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such powers, designations, preferences, and relative, participating, optional, or other special rights, if any, and such qualifications and restrictions, if any, of such preferences and rights, as are stated or expressed in the resolution or resolutions of the Board of Directors (providing for such series of Preferred Stock. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly so provided in such resolution or any committee to which it may duly delegate the authority granted in this ARTICLE 4) resolutions. Authority is hereby empoweredgranted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutionsresolutions to determine and fix the powers, to authorize designations, preferences, and relative, participating, optional, or other special rights, if any, and the issuance from time to time qualifications and restrictions, if any, of shares such preferences and rights, including without limitation dividend rights, conversion rights, voting rights (if any), redemption privileges, and liquidation preferences, of such series of Preferred Stock in one (1) or more which need not be uniform among series), for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof all to the fullest extent now or hereafter permitted by the General Corporation Law of Delaware. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation or issuance of any series of Preferred Stock may provide that such series shall be superior to, rank equally with, or be junior to the Preferred Stock of any other series, all to the fullest extent permitted by law. No resolution, vote, or consent of the holders of the capital stock of the Corporation shall be required in connection with the creation or issuance of any shares of any series of Preferred Stock authorized by and complying with the conditions of this Second Amended and Restated Certificate of Incorporation Incorporation, the right to any such resolution, vote, or consent being expressly waived by all present and the laws future holders of the State capital stock of Delawarethe Corporation. Notwithstanding the foregoing, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as no class or series of Preferred Stock shall be stated authorized for issuance in connection with the adoption by the Corporation of what is commonly known as a "poison pill" plan or any similar shareholders rights plan unless such plan is first approved (a) by at least a majority of all of the members of the Board of Directors and expressed in a by the holders of the voting stock of the Corporation or (b) by at least two-thirds (2/3rds) of all of the members of the Board of Directors. Any resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for pursuant to the issuance of such series of Preferred Stock. Each series of Preferred Stock authority vested in them by this Article Fourth shall be distinctly designated. The authority set forth in a certificate of the Board of Directors designation along with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of stock of such series as to which the seriesresolution or resolutions shall apply and such certificate shall be executed, which number acknowledged, filed, recorded, arid shall become effective, in accordance with ss.103 of the Board General Corporation Law of Directors may thereafter (except where the State of Delaware. Unless otherwise provided in any such resolution or resolutions, the certificate number of designations governing shares of stock of any such seriesseries to which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) increase or decrease decreased (but not below the number of shares thereof then outstanding); (c) by a certificate likewise executed, acknowledged, filed and recorded, setting forth a statement that a specified increase or decrease therein has been authorized and directed by a resolution or resolutions likewise adopted by the amounts payable onBoard of Directors. In case the number of such shares shall be decreased, and the preferences, if any, number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the series in respect of dividends, and whether such dividends, if any, shall be cumulative first resolution or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for resolutions. When no shares of any other such class or series are outstanding, either because none were issued or because none remain outstanding, a certificate setting forth a resolution or resolutions adopted by the Board of Directors that none of the authorized shares of such class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to such class or series, or any other securitymay be executed, acknowledged, filed and recorded in the same manner as previously described and it shall have the effect of eliminating from the Corporation or any other corporation, and, if so, certificate of incorporation all matters set forth in the specification certificate of designations with respect to such other class or series of stock. If no shares of any such class or such other securityseries established by a resolution or resolutions adopted by the Board of Directors have been issued, the conversion voting powers, designations, preferences and relative, participating, optional or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, with the qualifications, limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the Board of Directors. In the event of any such amendment, a certificate which (i) states that no shares of such class or series have been issued, (ii) sets forth the copy of the holders amending resolution or resolutions and (iii) if the designation of shares such class or series is being changed, indicates the original designation and the new designation, shall be executed, acknowledged, filed, recorded, and shall become effective, in accordance with ss.103 of the seriesGeneral Corporation Law of the State of Delaware.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one (1) or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such consideration and for such corporate purposes as the Board issuance of Directors (or such committee thereof) may from time to time determine, the shares thereof and by filing a certificate pursuant to applicable law of designations relating thereto in accordance with the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws General Corporation Law of the State of Delaware, includingto determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board General Corporation Law of Directors (or such committee thereof) the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of the Board of Directors with respect superior or rank equally or be junior to each any other series of Preferred Stock shall include, but not be limited to, determination to the extent permitted by law. The number of the following: (a) the designation authorized shares of the series, which Preferred Stock may be by distinguishing number, letter increased or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease decreased (but not below the number of shares thereof then outstanding); (c) by the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, affirmative vote of the holders of shares a majority of the seriesvoting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1a) or more series. The Board of Directors (or any committee to which it may duly delegate of the authority granted in this ARTICLE 4) Corporation is hereby empowered, expressly authorized by resolution or resolutions, to authorize the issuance resolutions from time to time adopted, subject to any limitation prescribed by law, to provide for the issuance of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to the applicable law of the State of Delaware as it presently exists or may hereafter be amended Delaware, to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers (including voting powers), preferences and relative, participating, optional or other special rights and preferences of the shares of each such series, series and the qualifications, limitations and restrictions thereof to thereof, without the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws approval of the State stockholders of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designatedCorporation. The authority stockholders of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which Corporation may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof of any class or classes then outstanding); (coutstanding or required to be maintained by the Certificate of Designations for any class or series of Preferred Stock) the amounts payable on, and the preferences, if any, number of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for authorized shares of any other class or series, classes of stock by the affirmative approval of a majority of the stockholders entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the General Corporation Law (or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable successor provision thereto) and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, no vote of the holders of shares Common Stock or Preferred Stock voting separately as a class shall be required therefor. ARTICLE V The Board of Directors of the series.Corporation may adopt, amend or repeal the Bylaws of the Corporation. ARTICLE VI Except as otherwise provided by the General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article VI, or adoption of any provision to this Second Amended and Restated

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or resolutions adopted hereafter permitted by the Board General Corporation Law of Directors (or such committee thereof) Delaware. Without limiting the generality of the foregoing, the resolutions providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of superior or rank equally or be junior to the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of any other series to the following: (a) the designation of the series, which may be extent permitted by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where law. Except as otherwise provided in the certificate this Certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable onIncorporation, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a “Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation”), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Third A&R Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Third A&R Certificate of Incorporation (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein or in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law or this Certificate of Incorporation. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted purposes of voting by classes unless expressly provided in this ARTICLE 4) the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law and this Certificate of Incorporation. Except as otherwise provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation. Unless otherwise specifically provided in the resolution or resolutions adopted by establishing any series, the Board of Directors (or such committee thereof) providing for shall further have the authority, after the issuance of shares of a series whose number it has designated, to amend the resolution establishing such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) decrease the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease that series (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the series.

Preferred Stock. Shares of Preferred Stock may be authorized and issued in one (1) or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this ARTICLE 4) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board each of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series to have such terms as stated or expressed herein and in the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors (as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such committee thereof) series, by adopting a resolution or resolutions providing for the issuance of such series the shares thereof and by filing a certificate of Preferred Stock. Each series designation relating thereto in accordance with the DGCL (a "Certificate of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect Designation"), to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) determine and fix the number of shares of the seriessuch series and such voting powers, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing full or limited, or no voting powers, and such series) designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares thereof of such series then outstanding); (c) the amounts payable on, and the preferences, if any, number of shares of the any series in respect of dividends, and whether such dividends, if any, as shall be cumulative stated and expressed in such resolutions, all to the fullest extent now or noncumulative; (d) hereafter permitted by the dates at which dividends, if any, shall be payable; (e) DGCL. Without limiting the redemption rights and price or prices, if any, for shares generality of the series; (f) foregoing, the terms resolution or resolutions providing for the creation and amount issuance of any sinking fund provided for purchase or redemption series of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the Preferred Stock may provide that such series shall be convertible into superior or exchangeable for shares rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any other class or series, or any other security, series of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares Preferred Stock shall be convertible or exchangeable and all other terms and conditions upon which entitled only to such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares a majority of the seriesstock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the CONTINUATION SHEET 2A creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations and or restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delawarethereof, including, including without limitation, voting rights (if any)limitation thereof, dividend rights, dissolution special voting rights, conversion rights, exchange rights redemption privileges and redemption rights thereofliquidation preferences, as shall be stated and expressed in a resolution such resolutions, all to the full extent now or hereafter permitted by Chapter 156B of the Massachusetts General Laws. Without limiting the generality of the foregoing, the resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing provide that such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into superior or exchangeable for shares rank equally or be junior to the Preferred Stock of any other class or seriesseries to the extent permitted by law. Except as otherwise specifically provided in this Certificate of Incorporation, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

Preferred Stock. Shares of Preferred Stock may be authorized and issued from time to time in one (1) or more series. The , each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors (of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or any committee acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to which it may duly delegate constitute different classes of shares for the authority granted in this ARTICLE 4) purposes of voting by classes unless expressly provided. Authority is hereby empoweredexpressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions, to authorize resolutions providing for the issuance from time to time of shares of Preferred Stock in one (1) or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences issue of the shares of each thereof, to determine and fix such seriesvoting powers, full or limited, or no voting powers, and the such designations, preferences or relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and restrictions thereof liquidation preferences, all to the fullest full extent now or hereafter permitted by this Amended and Restated Certificate the General Corporation law of Incorporation and Delaware. Without limiting the laws generality of the State of Delawareforegoing, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or the resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each any series of Preferred Stock may provide that such series shall be distinctly designated. The authority of superior or rank equally or be junior to the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of or any other series to the following: (a) the designation of the series, which may be extent permitted by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where law. Except as otherwise provided in the certificate this Certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding); (c) the amounts payable onIncorporation, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (d) the dates at which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series; (g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) the restrictions on the issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the seriesPreferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.