HEREAS, it is deemed to be in the best interests of the stockholders that the Restated Certificate be adopted. NOW, THEREFORE, BE IT RESOLVED, that the Restated Certificate in substantially the form attached hereto as Exhibit A is hereby adopted and approved, together with such changes thereto as any officer of the Com

ck to permit the conversion of the Shares, and such shares of Common Stock (the "Conversion Shareq"), upon issuance in accordance with the terms of the Restated Certificate, will be duly authorized, validly issued, fully paid and non-assessable and will be free of any liens or encumbrances, other than restrictions on t

med. RESOLVED FURTHER: That the proper officers of the Company are, and each hereby is, authorized and directed (i) to seek stockholder approval of the Restated Certificate, and once the requisite stockholder approval has been obtained, (ii) to execute, verify and file with the Delaware Secretary of State such Restated

ck to permit the conversion of the Shares, and such shares of Common Stock (the "Conversion Shareq"), upon issuance in accordance with the terms of the Restated Certificate, will be duly authorized, validly issued, fully paid and non-assessable and will be free of any liens or encumbrances, other than restrictions on t