AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ________________. INC. ______________, Inc.

, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of this corporation is ____________, Inc. (the "Corporation").

2. The date of filing of the Corporation's original Certificate of Incorporation with the Secretary of State of the State of Delaware was __________, 2010. 3. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL"), this Amended and Restated Certificate of Incorporation restates, integrates and further amends the provisions of the Certificate of Incorporation. 4. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the DGCL and the stockholders of the Corporation have given their written consent hereto in accordance with Section 228 of the DGCL. 5. The Certificate of Incorporation of this Corporation is hereby amended and restated in its entirety to read as follows: ARTICLE I. The name of the corporation is _________, Inc.

ARTICLE II. The address of the registered office of the Corporation in the State of Delaware is ___________________. The name of its registered agent at such address is _____________________. ARTICLE III. The nature of the business or purposes of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

ARTICLE IV. Authorized Stock. This Corporation is authorized to issue two classes of shares, designated "Preferred Stock" and "Common Stock." The total number of shares that this Corporation shall have authority to issue is 42,000,000 of which 30,000,000 shares shall be Common Stock, $0.0001 par value per share, and 12,000,000 shares shall be Preferred Stock, $0.0001 par value per share, all of which shall be designated "Series A Preferred Stock" (the "Series A Preferred Stock" or “Preferred Stock”). Preferred Stock A statement of the rights, preferences, privileges and restrictions granted to or imposed on the Preferred Stock and the holders thereof is as follows: Section 1. Dividends. The holders of Series A Preferred Stock shall be entitled to receive, when and if declared by the Board of Directors of the Corporation (the "Board"), out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock) on the Common Stock of this Corporation, noncumulative dividends at the rate of seven percent (7%) of the Original Series A Issue Price (as defined below) per share per annum from and after the date of payment to the Corporation for the issuance of such shares of Series A Preferred Stock (the "Original Issue Date") (to the extent not previously paid) (the "Dividend Preference"). After such Dividend Preference is declared and paid in full upon the Series A Preferred Stock, dividends may be declared and paid on the Common Stock if at the same time equivalent dividends are declared and paid to holders of the Preferred Stock on an "as converted basis" (i.e., treating for this purpose all Series A Preferred Stock as if they had been converted to Common Stock pursuant to the terms of the Certificate of Incorporation in force at the time of calculation). Section 2. Liquidation. (a) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary (a "Liquidation Event"), the assets and funds of the Corporation legally available for distribution to its stockholders shall be distributed in the following order of preference: (i) First, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation legally available for distribution to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to US$0.2500 for each outstanding share of Series A Preferred Stock, as adjusted for any change in the number of Series A Preferred Stock resulting from stock split, stock combination, stock dividend, recapitalization or like events (the "Original Series A Issue Price") plus seven percent (7%) of the Original Series A Issuance Price per share per annum (non-cumulative) from the Original Issue Date to the date of Liquidation Event and less any dividends previously paid with respect to such share of Series A Preferred Stock (the "Preferred

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A Preference"). If upon the occurrence of a Liquidation Event, the assets and funds legally available for distribution among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full Preferred A Preference, then the entire assets and funds of the Corporation legally available for distribution to its stockholders shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the preferential amounts such holders are entitled to receive. (ii) Second, upon the payment in full of the Preferred A Preference, the remaining assets of the Corporation legally available for distribution to its stockholders shall be distributed among the holders of Common Stock and Preferred Stock pro rata in proportion to the number of shares of Common Stock held by each holder (on an as converted basis). (iii) Anything to the contrary herein notwithstanding, in the event that a pro rata distribution of all assets available for distribution in a Liquidation Event, assuming the conversion of all convertible securities into Common Stock, the holders of Series A Preferred Stock would receive an amount equal to or exceeding five hundred percent (500%) of the Original Series A Issue Price, then the assets of the Corporation available for distribution shall be distributed to all of the shareholders of the Corporation pro-rata (on an as-converted basis); provided, however, that the holders of Series A Preferred Stock shall not receive in such case less than five hundred percent (500%) of the Original Series A Issue Price. (b) For purposes of this Section 2, unless otherwise agreed by the majority of the issued and outstanding Series A Preferred Stock, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, and to include (each below event shall be included in the definition of a "Liquidation Event"), (i) the event of a consolidation, merger or reorganization of the Corporation with or into, or a sale of all or substantially all of the Corporation's assets on a consolidated basis with its subsidiaries (treating for that purpose any sale of assets of a subsidiary of the Corporation as a sale of assets by the Corporation), or substantially all of the Corporation's issued and outstanding capital stock, to any other corporation, or any other entity or person, other than a wholly-owned subsidiary of the Corporation; (ii) the event that pursuant to a transaction or series of transactions a person or entity acquires fifty percent (50%) or more of the issued and outstanding capital stock of the Corporation (or of a subsidiary of the Corporation if such subsidiary holds substantially all of the assets held by the Corporation and all of the Corporation's subsidiaries on a consolidated basis) or the right to appoint or elect at least fifty percent (50%) or more of the members of the Board (or of a subsidiary of the Corporation if such subsidiary holds substantially all of the assets held by the Corporation and all of the Corporation's subsidiaries on a consolidated basis); or (c) the grant of an exclusive license over all or substantially all of the Corporation's intellectual property on a consolidated basis with its subsidiaries (treating for that purpose any grant of such license by a subsidiary of the Corporation as a license by the Corporation) out of the ordinary course of business. For the purposes of this Section "subsidiary" shall mean any wholly owned subsidiary of the Corporation. (c) Upon any of the events specified in Section 2(b), if the consideration received by the Corporation or its stockholders is other than cash (i) the holders of the Series A Preferred Stock shall be paid in cash, securities or a combination thereof, an amount equal to the amount per share which would be payable to the holders of Series A Preferred Stock pursuant to Section 2(a); and (ii) its value will be deemed its fair market value, as determined in good faith by the Corporation's CPA.

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Section 3. Voting. (a) Each share of the Series A Preferred Stock shall entitle the holder thereof to the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock could be converted. The holders of Series A Preferred Stock shall, except as otherwise expressly provided herein or as required by law, vote together with the holders of Common Stock as a single class, and be entitled to notice of any stockholder meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). (b) The consent of the holders of the majority of the then outstanding Series A Preferred Stock shall be required in connection with the taking of the following actions by the Corporation: (1) amending the Certificate of Incorporation or the Bylaws of the Corporation or taking any other action which would have the affect of adversely amending, changing or abrogating the rights, preferences or privileges of the Series A Preferred Stock; (2) authorization or issuance of any capital stock or any other rights or securities convertible into or exchangeable for capital stock, having rights, preferences and privileges equal or senior to the Series A Preferred Stock, or the conversion of any existing shares into shares with such rights, preferences and/or privileges; (3) the merger, consolidation acquisition or other reorganization of the Corporation or sale, lease, license or other disposition of a material asset, or all or substantially all of the Corporation's assets; (4) an increase in the number of directors of the Corporation above six; (5) the declaration or payment of any dividend or other distribution of cash, securities or other assets; (6) entering into transactions with stockholders, affiliates of stockholders, immediate family members of stockholders, officer, senior manager or director of the Corporation or a member of his or her immediate family or an entity owned or controlled by such officer, director, senior manager or family member, and other interested party transactions, including, for the avoidance of doubt, the entering into, amendment or termination of an employment agreement with any senior officer; (7) the liquidation, dissolution or winding up of the Corporation; (8) the formation of or investment in any entity which is not wholly owned by the Corporation; (9) material changes in the nature of the Corporation's business; (10) approval of the Corporation's annual budget and operating plan and any material deviation therefrom; (11) extending any loans or advances, other than loans or advances to employees in the ordinary course of business; (12) making any material guarantee, mortgage, pledge or creation of a security interest in a material asset, or all or substantially all of the assets of the Corporation or a subsidiary thereof; (13) the appointment and removal of the Chief Executive Officer or the Chief Technical Officer of the Corporation or a subsidiary thereof and the determination of their employment terms; (14) any capital expenditure or commitment in excess of $100,000; and (15) the entering into any material exclusive license agreement relating to a material portion of the Corporation’s technology, not in the ordinary course of business. (c) The foregoing in sub-article (b) shall apply to any action taken by the Corporation as shareholder of any of its subsidiaries to approve or facilitate any action by such subsidiary described in the said sub-articles (substituting the subsidiary for references to the Corporation).
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Section 4. Conversion. The holders of the Series A Preferred Stock shall have the following conversion rights and obligations (the "Conversion Rights"): (a) Right to Convert Series A Preferred Stock. Each share of Series A Preferred Stock shall be convertible at any time after the date of issuance of such share, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Series A Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series A Issue Price by the Conversion Price (as defined below), determined as hereinafter provided, in effect at the time of conversion. The initial "Conversion Price" with respect to each share of Series A Preferred Stock shall be equal to the Original Series A Issue Price. The Conversion Price with respect to the Series A Preferred Stock shall be subject to adjustment as hereinafter provided. (b) Automatic Conversion. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then applicable Conversion Price: (i) upon the closing of a firm underwritten public offering, covering the offer and sale of Common Stock to the public in a major international stock market (an "IPO"), which results in net cash proceeds to the Corporation of at least $50,000,000, at a pre-money valuation of at least US$150,000,000, or (ii) upon the approval of the holders of a majority of the then outstanding shares of Series A Preferred Stock. (c) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay to such holder cash equal to such fraction multiplied by the then applicable Conversion Price with respect to such fractional share. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion. (i) Subject to clause (ii) below, before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for the Series A Preferred Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), and shall give written notice to the Corporation at such office that the holder elects to convert the same. Such notice shall also state whether the holder elects, pursuant to Section 1 hereof, to receive in cash any declared but unpaid dividends on the Series A Preferred Stock proposed to be converted, or to convert such dividends into shares of Common Stock at their fair market value as determined by the Board. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock (1) a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, (2) a check payable to such holder in the amount of any cash amounts payable as a result of the conversion of any shares of Series A Preferred Stock into fractional

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shares of Common Stock, and, if such holder elects not to convert unpaid dividends into Common Stock, all declared and unpaid dividends on such holder's converted Series A Preferred Stock and, (3) if less than all of the shares of the Series A Preferred Stock represented by such certificate are converted into Common Stock, a certificate representing the shares of Series A Preferred Stock not converted into Common Stock. In the event of any conversion at the election of a holder of Series A Preferred Stock, such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. (ii) If the conversion is in connection with an underwritten public offering of securities, the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale of securities. Written notice of such conversion shall be given by the Corporation by mail, postage pre-paid, to the holders of the Series A Preferred Stock at their addresses shown in the Corporation's records, within a reasonable time after the closing date of the sale of such securities. Promptly after the closing date of the sale of such securities as specified in such notice, each holder of Series A Preferred Stock shall surrender the certificate or certificates representing such holder's shares of Series A Preferred Stock for the number of shares of Common Stock to which such holder is entitled, at the office of the Corporation or any transfer agent for the applicable series of Series A Preferred Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock (1) a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, and (2) a check payable to the holder in the amount of any cash amounts payable as a result of the conversion of any shares of Series A Preferred Stock into fractional shares of Common Stock. Notwithstanding that any certificate representing the Series A Preferred Stock to be converted shall not have been surrendered, each holder of such Series A Preferred Stock shall thereafter be treated for all purposes as the record holder of the number of shares of Common Stock issuable to such holder upon such conversion. (d) Adjustment of Conversion Price. The Conversion Price of the Series A Preferred Stock shall be subject to adjustment as follows: (i) Adjustments for Subdivision, Combinations or Consolidations of Common Stock. In the event the outstanding shares of Common Stock shall be subdivided or increased (by stock split, stock dividend, recapitalization or otherwise) into a greater number of shares of Common Stock, and no equivalent subdivision or increase is made with respect to the Series A Preferred Stock, the Conversion Price then in effect for the Series A Preferred Stock shall, concurrently with the effectiveness of such subdivision or increase, be proportionately decreased. In the event the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, and no equivalent combination or consolidation is made with respect to the Series A Preferred Stock, the Conversion Price then in effect for the Series A Preferred Stock shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.

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(ii) Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time makes or fixes a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in securities of the Corporation, and no equivalent dividend or other distribution is declared or made to the Series A Preferred Stock, then and in each such event provision shall be made so that the holders of the Series A Preferred Stock shall receive, concurrently therewith, the amount of such securities which they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event, all subject to the Dividend Preference. (iii) Adjustments for Reclassification, Exchange and Substitution. In the event the Common Stock issuable upon conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), and no equivalent capital reorganization, reclassification or other change is made with respect to the Series A Preferred Stock, the respective Conversion Price then in effect for the Series A Preferred Stock and the class of shares into which the Series A Preferred Stock is convertible shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the Series A Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders thereof would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders thereof upon conversion of the Series A Preferred Stock immediately before such change. (e) Adjustments to Conversion Price for Certain Dilutive Issues. Without derogating from the provisions of sub-section (d) above, the Conversion Price of the Series A Preferred Stock shall be subject to adjustment as follows: (i) If the Corporation shall, at any time after the issuance of Series A Preferred Stock, issue Additional Shares (as defined below), or execute a deemed issuance (as defined below), without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the respective Conversion Price, as applicable, shall be reduced, concurrently with such issuance, for no additional consideration, to an amount equal to the Conversion Price in effect prior to the issuance of such Additional Shares multiplied by a fraction (i) the numerator of which is the sum of (A) the total number of shares of Common Stock outstanding prior to the issuance of such Additional Shares (on a fully-diluted basis after giving effect to all options to purchase Common Stock and assuming the conversion into Common Stock of all convertible securities) plus (B) the number of shares of Common Stock that the aggregate consideration received by the Corporation for the total number of Additional Shares so issued would purchase at the Conversion Price in effect immediately prior to such issuance and (ii) the denominator of which is the sum of the total number of Common Stock outstanding immediately prior to the issuance of such Additional Shares (on a fully-diluted basis after giving effect to all options to purchase Common Stock and assuming the conversion into Common Stock of all convertible securities) plus the number of such Additional Shares issued. (ii) The consideration for the issuance of Additional Shares shall be deemed to
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be the consideration received therefor after giving effect to any discounts or commissions paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. Insofar as the consideration consists of property other than cash, the value thereof shall be computed at the fair market value thereof at the time of such issuance, as determined by the Corporation's CPA. (iii) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, or securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities (collectively, "Convertible Securities"), the aggregate maximum number of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exerciseability, including without limitation, the passage of time, but without taking into account potential anti dilution adjustments) of such Convertible Securities, shall be deemed to have been issued at the time of the issuance of such Convertible Securities, at a consideration determined in the manner provided in Sub-sections (iv) and (vii). Upon the expiration or termination of any unexercised Convertible Security (or portion thereof) which resulted upon its original issuance in an adjustment to the Conversion Price pursuant to the terms of this subsection (iii), the Conversion Price shall be readjusted to such Conversion Price, as would have obtained had such Convertible Security (or portion thereof) never been issued. (iv) For purpose of this sub-section (e), the consideration for any Additional Shares shall be taken into account at the U.S. Dollar equivalent thereof, on the day such Additional Shares are issued or deemed to be issued pursuant to Sub-section (iii) above. (v) For the purpose of sub-section (vi) below, "Convertible Securities" shall mean any indebtedness, shares of other securities directly or indirectly convertible into or exchangeable for Common Stock. (vi) "Additional Shares" shall mean any Common Stock and Convertible Securities issued, or deemed to have been issued pursuant to sub-section (iii), by the Corporation other than (the “Excluded Securities”): (A) Up to 6,000,000 shares of Common Stock or Convertible Securities issued or held in reserve to be released to employees, directors, service providers and consultants of the Corporation or any of its subsidiaries or affiliates, in accordance with an employee stock option plans or share incentive plans approved by the Corporation's Board. (B) Series A Preferred Stock. (C) Common Stock or Convertible Securities issued pursuant to a stock split, stock dividend or similar reorganization of the share capital of the Corporation in which all holders of capital stock receive additional shares pro rata to the number of shares then held by them on an as converted basis. (D) (E) Securities issued in an IPO. Securities issued as part of the acquisition of
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Common Stock issued upon conversion of the

another corporation by the Corporation by merger, purchase of substantially all the assets of another corporation or any other reorganization whereby the Corporation owns more than fifty percent of the voting power of such corporation. (F) financing transaction; and (G) Securities which the holders of the majority of the issued and outstanding Preferred Stock determine that are not Additional Shares. Securities issued pursuant to an equipment lease

(vii) Determination of Consideration. For purposes of this Section 4(e): The consideration per share received by the Corporation for Additional Shares deemed to have been issued pursuant to Section 4(e)(iii), relating to Convertible Securities, shall be determined by dividing: (x) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent anti dilution adjustment of such consideration) payable to the Corporation upon the exercise or conversion or exchange of such Convertible Securities, by (y) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent anti dilution adjustment of such number) issuable upon the exercise or conversion or exchange of such Convertible Securities. (viii) No adjustment in the Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares in an amount of less than $0.01. (f) No Impairment. This Corporation will not, by amendment of its Amended and Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Stock against impairment. (g) Reservation of Common Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient

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to effect the conversion of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Preferred Stock, the Corporation will take such corporate action as may, in the option of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in reasonable efforts to obtain the necessary stockholder approval of any necessary amendment to this Amended and Restated Certificate of Incorporation. (h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 4, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) all such adjustments and readjustments since the Original Issue Date, (ii) the Conversion Price of the Series A Preferred Stock at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred Stock. Section 5. No Reissuance of Preferred. No shares of Series A Preferred Stock acquired by the Corporation by reason of purchase, conversion or otherwise shall be reissued. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the time of receipt of the notice of conversion thereof (or at a later time stated in such notice), except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and to receive payment of any dividends declared but unpaid thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly. Section 6. Redemption. The Series A Preferred Stock is not redeemable.

Common Stock Section 7. Dividend Rights. Subject to the senior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board; provided, however, that no dividend or distribution shall be declared or paid on any shares of Common Stock unless at the same time an equivalent dividend or distribution is declared or paid on all outstanding shares of Series A Preferred Stock.

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Section 8. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be distributed as provided in Article IV, Section 2 hereof. Section 9. Redemption. The Common Stock is not redeemable.

Section 10. Voting Rights. Each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law. Notwithstanding the foregoing and subject to anything herein to the contrary, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the stock of the Corporation (voting as a single class on an asconverted basis), irrespective of the provisions of Section 242(b)(2) of the DGCL. For the avoidance of doubt, the holders of Common Stock shall not be entitled to any class vote, except with respect to direct changes of the rights attached to such shares under this Amended and Restated Certificate of Incorporation; provided, however, that (i) the enlargement of an existing class of stock; (ii) the issuance of additional shares thereof; (iii) the creation of a new class of stock or the issuance of shares thereof; or (iv) a change applied in the same manner to all classes of stock of the Corporation shall not be deemed, for purposes of this Subsection (a), to have an adverse affect on the preferences, rights, powers and privileges attached to the previously issued stock of such class or of any other class. ARTICLE V Notwithstanding any provision under this Amended and Restated Certificate to the contrary, in the event that prior the IPO, the holders of sixty percent (60%) of the issued and outstanding shares of capital stock of the Corporation, including the holders of a majority of the issued and outstanding Preferred Stock of the Corporation (which for the purpose hereof shall include any future preferred stock issued by the Company) and for the avoidance of doubt, excluding the option holders under the Corporation's Employees Stock Options Plan), on an as converted basis, accept an offer to sell all of their shares to a third party and such sale is conditioned upon the sale of all remaining shares of capital stock of the Corporation to such third party (the "Proposing Stockholders"), then all other stockholders shall be required to sell their shares of capital stock in such transaction and vote in favor of such asset sale; provided, however, that (i) the consideration for all of the Corporation's stock be allocated among the stockholders in accordance with the relevant provisions Section 2 of Article IV of this Amended and Restated Certificate of Incorporation, and (ii) subject to the foregoing subsection (i) and any other rights set forth in this Amended and Restated Certificate of Incorporation or other applicable agreements, all the stockholders of the Corporation shall receive the same terms and conditions on such sale. If the Proposing Stockholders approve a sale as set forth in this Article V, then each other stockholder shall (i) vote for and consent to such transaction, to the extent such vote or consent is required, and (ii) execute and deliver all documents and otherwise participate in such transaction. Not in limitation thereof, each other party or future party hereto (as applicable) shall waive any dissenters' rights, appraisal rights or similar rights in connection with such transaction.

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ARTICLE VI. The Corporation is to have perpetual existence.

ARTICLE VII. Elections of directors need not be by written ballot unless a stockholder demands election by written ballot at the meeting and before voting begins or unless the Bylaws of the Corporation provide otherwise.

ARTICLE VIII. Board of Directors. The Board of Directors shall consist of six (6) directors elected as follow: (i) Common Stock; (ii) two (2) directors shall be elected by holders of a majority of the Series A Preferred Stock (the "Preferred A Directors"); and (iii) two (2) directors shall be industry experts (the “Industry Expert Directors”) nominated by the holders of a majority of the Common Stock and holders of a majority of the Series A Preferred Stock and approved by the holders of a majority of the Series A Preferred Stock and a majority of the Common Stock. Vacancies and newly created directorships may not be filled by the Board. Any director who shall have been elected by the holders of a class or series of stock as provided in the immediately preceding sentence hereof may be removed during the term of office, by, and only by, the affirmative vote (or consent in lieu thereof) of the holders of a sufficient majority of the shares of the class or series of stock entitled to elect such director or directors (for the avoidance of doubt, each Industry Expert Director may be removed upon the request of any of the holders of a majority of the Common Stock or the holders of a majority of the Preferred Stock), given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders, and any vacancy thereby created may be filled by the holders of a sufficient majority of that class or series of stock represented at the meeting or pursuant to written consent in lieu thereof. The directors shall serve for terms extending from the date of election until a successor has been elected pursuant to the above provisions or dismissal by the relevant class as aforesaid. ARTICLE IX. Two (2) directors shall be elected by holders of a majority of the

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In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation, subject to the provisions of this Amended and Restated Certificate of Incorporation.

ARTICLE X. (a) To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended after approval by the stockholders of this Article X to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. (b) The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. (c) Neither any amendment nor repeal of this Article X, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article X, shall eliminate or reduce the effect of this Article X, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article X, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE XI. Meetings of the stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

ARTICLE XII A stockholder of the Corporation shall have the preemptive right to subscribe to an additional issuance of stock only to the extent and on such terms, as are set forth in the Investors' Rights Agreement dated January 24, 2008 among the Corporation and certain of its stockholders, as may be amended from time to time.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be duly executed this ___th day of ___________. ______________, INC.

By: Name: Title:

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