Restated Certificate of Incorporation

Restated Certificate of Incorporation

DELAWARE

RESTATED CERTIFICATE OF

INCORPORATION

OF

, a corporation organized and existing under and by virtue of the provisions of the General Corporate Law of the State of Delaware (the "GCLSD"),

DOES HEREBY CERTIFY:

FIRST: That the name of this corporation is and that this corporation was originally incorporated pursuant to the GCLSD on , .

SECOND: That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring the amendment and restatement to be in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of this corporation is .

ARTICLE II

The address of the registered office of this corporation in the State of Delaware is , in the City of , County of . The name of its registered agent at such address is .

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the GCLSD of Delaware.

ARTICLE IV

A. Classes of Stock.

This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is () shares. () shares shall be Common Stock and () shares shall be Preferred Stock, each with a par value of $ per share.

B. Rights, Preferences and Restrictions of Preferred Stock.

The Preferred Stock authorized by this Restated Certificate of Incorporation may be issued from time to time in one or more series. The rights, preferences, privileges, and restrictions granted to and imposed on the Series A Preferred Stock, which series shall consist of shares (the "Series A Preferred Stock"), are as set forth herein below.

1. Dividends.

(a) Subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of shares of Series A Preferred Stock shall be entitled to receive dividends ... at the rate of $ per share per annum for the Series A Preferred Stock ...

2. Liquidation Preference and Participation.

(a) ... an amount per share equal to the sum of (i) $ for each outstanding share of Series A Preferred Stock ... and (ii) an amount equal to % of the Original Series A Issue Price ...

3. Redemption.

(a) ... at any time after , but within ninety (90) days after ... redeem in () annual installments ... by paying in cash therefor a sum per share equal to $ per share ...

4. Conversion.

(b) Automatic Conversion. ... the public offering price of which was not less than $ per share ... and $ in the aggregate ...

(d)(ii)(B) ... not exceed in the aggregate

(h)(i) ... Section of the Investors' Rights Agreement, dated , by and among this corporation and certain investors ...

5. Voting Rights.

(b) Voting for the Election of Directors. ... the holders of such shares of Series A Preferred Stock shall be entitled to elect () directors ... The holders of outstanding Common Stock shall be entitled to elect () directors ...

6. Certain Protective Provisions.

Subject to the rights of any series of Preferred Stock that may from time to time come into existence, so long as any shares of Series A Preferred Stock are outstanding, this corporation shall not without first obtaining the approval of the holders ...

(a) sell, convey, or otherwise dispose of all or substantially all of its property or business ...

(b) alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock ...

(c) increase or decrease the total number of authorized shares of Series A Preferred Stock;

(d) authorize or issue any other equity security ...

(e) redeem, purchase or otherwise acquire any share or shares of Preferred Stock or Common Stock;

(f) amend this corporation's Certificate of Incorporation or bylaws; or

(g) change the authorized number of directors of this corporation.

C. Common Stock.

The rights, preferences, privileges and restrictions granted to and imposed on the Common Stock are as set forth below.

ARTICLE V

Except as otherwise provided in this Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of this corporation.

ARTICLE VI

The number of directors of this corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the Board of Directors or by the stockholders.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of this corporation shall so provide.

ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of this corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of this corporation.

ARTICLE IX

A director of this corporation shall, to the fullest extent permitted by the GCLSD as it now exists or as it may hereafter be amended, not be personally liable ... except for liability ...

ARTICLE X

This corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XI

To the fullest extent permitted by applicable law, this corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this corporation ...

* * *

THIRD: The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the GCLSD.

FOURTH: That said amendment and restatement was duly adopted in accordance with the provisions of Section 242 and 245 of the GCLSD.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by the President and the Secretary of this corporation on this day of , .