Exhibit
3.7(i)
  SECOND
AMENDED AND RESTATED CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION
 OF
 ECO2PLASTICS,
INC.
 
 The
undersigned hereby executes the following Third Amended and Restated Certificate
of Amendment to the Articles of Incorporation of ECO2 Plastics,
Inc., incorporated in the State of Delaware on March 28, 2000 under the name
Itec International Technologies, Inc., under the General Corporation Law of
Delaware:
 
 ARTICLE
I
 CORPORATE
NAME
 
 The name
of the Corporation, henceforth, shall be “ECO2Plastics,
Inc.”
 
 ARTICLE
II
 REGISTERED
AGENT
 
 The
Corporation shall have its registered office in the State of Delaware at 15 East
North Street, Dover, DE 19901, and its registered agent at such address is
Paracorp, Inc.
 
 ARTICLE
III
 CORPORATE
PURPOSE
 
 The nature of the business of the
Corporation and its objects and purposes are to carry on any lawful business or
trade which is calculated, directly or indirectly, to promote the interests of
the Corporation or to enhance the value of its assets, and to exercise all
powers granted to a Corporation formed under the Title 8 of the General
Corporation Law of the State of Delaware or any amended version of that Act or
any successor Acts.
 
 ARTICLE
IV
 CAPITAL
STOCK
 
 A.           The
Corporation shall have authority to issue a total of Four Billion Two Hundred
Million (4,200,000,000) shares of all classes of capital stock in two classes:
Two Billion Five Hundred Million (2,500,000,000) shares of common stock (“Common
Stock”), par value $.001 per share, and One Billion Seven Hundred Million
(1,700,000,000) shares of preferred stock (“Preferred Stock”), par value $.001
per share, and more particularly described in paragraph B below.
 
 B.           Preferred
Stock.  Preferred Stock may be issued from time to time in one or more
series.  Subject to the limitations set forth herein and any
limitations prescribed by law, the Board of Directors (the “Board”) is expressly
authorized, prior to issuance of any series of Preferred Stock, to fix by
resolution or resolutions providing for the issue of any series the number of
shares included in such series and the designations, relative powers,
preferences and rights,
and the qualifications, limitations or restrictions of such
series.  As of the date of this Second Amended and Restated
Certificate of Amendment to the Certificate of Incorporation of the Corporation,
the Board has designated (i) Series A Convertible Preferred Stock, the
certificate of designations is attached hereto as Exhibit A; (ii) Series B
Convertible Preferred Stock, the certificate of designations is attached hereto
as Exhibit B; and (iii) Series C Convertible Preferred Stock, the certificate of
designations is attached hereto as Exhibit C.
  - 1
-
 
 Pursuant
to the foregoing general authority vested in the Board, but not in limitation of
the powers conferred on the Board thereby and by the Act, the Board is expressly
authorized to determine with respect to each series of Preferred
Stock:
 
 (1)           The
designation or designations of such series and the number of shares (which
number from time to time may be decreased by the Board, but not below the number
of such shares then outstanding, or may be increased by the Board unless
otherwise provided in creating such series) constituting such
series;
 
 (2)           The
rate or amount and times at which, and the preferences and conditions under
which, dividends shall be payable on shares of such series, the status of such
dividends as cumulative or non-cumulative, the date or dates from which
dividends, if cumulative, shall accumulate, and the status of such shares as
participating or nonparticipating after the payment of dividends as to which
such shares are entitled to any preference;
 
 (3)           The
rights and preferences, if any, of the Shareholders of such series upon the
liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the Corporation, which amount may vary depending
upon whether such liquidation, dissolution or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates, and the status of
the shares of such series as participating or nonparticipating after the
satisfaction of any such rights and preferences;
 
 (4)           The
full or limited voting rights, if any, to be provided for shares of such series,
in addition to the voting rights provided by law;
 
 (5)           The
times, terms and conditions, if any, upon which shares of such series shall be
subject to redemption, including the amount the Shareholders of such series
shall be entitled to receive upon redemption (which amount may vary under
different conditions or at different redemption dates) and the amount, terms,
conditions and manner of operation of any purchase, retirement or sinking fund
to be provided for the shares of such series;
 
 (6)           The
rights, if any, of Shareholders of such series to convert such shares into, or
to exchange such shares for, shares of any other class or classes or of any
other series of the same class, the prices or rates of conversion or exchange,
and adjustments thereto, and any other terms and conditions applicable to such
conversion or exchange;
 
 (7)           The
limitations, if any, applicable while such series is outstanding on the payment
of dividends or making of distributions on, or the acquisition or redemption of,
Common Stock or restrictions, if any, upon the issue of any additional shares
(including additional
shares of such series or any other series or of any other class) ranking on a
parity with or prior to the shares of such series either as to dividends or upon
liquidation; and
  - 2
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 (8)           The
conditions or restrictions, if any, upon the issue of any of any other class)
ranking on a parity with or prior to the shares of such series either as to
dividends or upon liquidation; and
 
 (9)           Any
other relative powers, preferences and participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of shares
of such series; in each case, so far as not inconsistent with the provisions of
this Certificate of Incorporation or the Act as then in effect.
 
 ARTICLE
V
 PREEMPTIVE
RIGHTS
 
 Except as
provided by this Amended and Restated Certificate of Incorporation, or as may
otherwise be provided by the Board of Directors, Shareholders of the Corporation
shall not be entitled to preemptive rights to subscribe for or purchase any part
of new or additional issues of shares of stock or securities convertible into
shares of stock of any class whatsoever, whether now or hereafter authorized,
and whether issued for cash, property, services, by way of distributions, or
otherwise.
 
 ARTICLE
VI
 NO
CUMULATIVE VOTING
 
 There
shall be no cumulative voting of the shares in this Corporation.
 
 ARTICLE
VII
 SHAREHOLDER
VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS
 
 To be
adopted by the Shareholders, (i) an amendment of the Certificate of
Incorporation; (ii) a plan of merger or share exchange; (iii) a sale, lease,
exchange, or other disposition of all, or substantially all, of the
Corporation’s assets, other than in the usual and regular course of business; or
(iv) a dissolution of the Corporation, must be approved by each voting group of
Shareholders entitled to vote thereon by a majority of all the votes entitled to
be cast by that voting group.
 
 ARTICLE
VIII
 SHAREHOLDER
ACTION WITHOUT A MEETING
 
 Action required or permitted to be
taken at a Shareholders’ meeting may be taken by written consent in lieu of a
meeting or a vote if either (a) the action is taken by all Shareholders entitled
to vote on the action, or (b) the action is taken by Shareholders holding of
record or otherwise entitled to vote in the aggregate no less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitles to vote on the action were present and
voted.  Notice of the taking of action by Shareholders without a meeting
by less than unanimous written consent of all Shareholders entitled to vote on
the action shall be given to those Shareholders entitled to vote on the action
who have not consented in writing and, if the General Corporation Law of the
State of Delaware would otherwise require that notice of a meeting of
Shareholders to consider the action be given to nonvoting Shareholders (if any),
to all nonvoting Shareholders of the Corporation.  Such notice shall
be in writing, shall describe with reasonable clarity the general nature of the
action, and shall contain or be accompanied by the same material that, under the
General Corporation Law of the State of Delaware, would have been required to be
sent to nonconsenting or nonvoting Shareholders in a notice of meeting at which
the proposed action would have been submitted for Shareholder
action.  Such notice shall be given as follows:  (i) if
mailed, by deposit in the U.S. mail at least forty-eight (48) hours prior to the
specified effective time of such actions, with first-class postage thereon
prepaid, correctly addressed to each Shareholder entitled thereto at the
Shareholder’s address as it appears on the current record of Shareholders of the
Corporation; or (ii) if delivered by personal delivery, by courier service, by
wire or wireless equipment, by telegraphic or other facsimile transmission, or
by any other electronic means which transmits a facsimile or other photostatic
image of such communication correctly addressed to each Shareholder entitled
thereto at the Shareholder’s physical address, e-mail address or facsimile
number, as it appears on the current record of Shareholders of the Corporation,
at least twenty-four (24) hours prior to the specified effective time of such
action.
   - 3
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  ARTICLE
IX
 ACTION
BY DIRECTORS WITHOUT A MEETING
 
 Any action required or permitted to be
taken at meeting of the Board, or a committee thereof, may be taken without a
meeting if the action is taken by a majority of all members of the Board of
Directors or committee, as the case may be.  The action must be
evidenced by one or more written consents setting forth the action taken, signed
by a majority of the directors, or by a majority of the members of the
committee, as the case may be, either before or after the action taken, and
delivered to the Corporation for inclusion in the minutes or filing with the
Corporation’s records.
 
 ARTICLE
X
 SPECIAL
MEETINGS OF THE SHAREHOLDERS CALLED BY SHAREHOLDERS
 
 Special meetings of the shareholders or
any class or series thereof entitled to vote may be called by the holders of at
least twenty-five percent (25%) of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting if the holders
of at least twenty-five percent (25%) of all the votes entitled to be cast
deliver to the Corporation’s secretary one or more demands set forth in an
executed and dated record for the meeting describing the purpose or purposes for
which it is to be held, which demands shall be set forth in an executed
record.
 
 ARTICLE
XI
 LIMITATION
OF DIRECTORS’ LIABILITY
  A
director of this corporation shall, to the fullest extent permitted by the
General Corporation Law as it now exists or as it may hereafter be amended, not
be personally liable to this
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the
director’s duty of loyalty to this corporation or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.  If the General Corporation
Law is amended to authorize corporation action further eliminating or limiting
the personal liability of directors, then the liability of a director of this
corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law, as so amended.
  - 4
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   Any amendment, repeal or modification of this Article 10 by the
stockholders of this corporation shall not apply to or adversely affect any
right or protection of a director of this corporation existing at the time of
such amendment, repeal, or modification.
  ARTICLE
XII
 INDEMNIFICATION
  To the fullest extent permitted by
applicable law, this corporation is authorized to provide indemnification of
(and advancement of expenses to) directors, officers, employees, and agents of
this corporation (and any other persons to which General Corporation Law permits
this corporation to provide indemnification) through Bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General Corporation Law (statutory
or non-statutory), with respect to actions for breach of duty to this
corporation, its stockholders, and others.
   Any amendment, repeal or modification of the foregoing provisions of this
Article 11 shall not adversely affect any right or protection of a
director, officer, employee, agent, or other person that has been provided
indemnification by the corporation existing at the time of, or increase the
liability of any such persons with respect to any acts or omissions of such
persons occurring prior to, such amendment, repeal or modification.
  ARTICLE
XIII
 TRANSACTIONS
WITH DIRECTORS, OFFICERS, AND SHAREHOLDERS
 
 The
Corporation may enter into contracts and otherwise transact business as vendor,
purchaser, or otherwise, with its directors, officers, and Shareholders and with
Corporations, associations, firms, and entities in which they are or may be or
become interested as directors, officers, Shareholders, members, or otherwise,
as freely as though such adverse interests did not exist, even though the vote,
action, or presence of such director, officer, or Shareholder may be necessary
to obligate the Corporation upon such contracts or transactions.
 
 In the
absence of knowing fraud, no such contract or transaction shall be avoided and
no such director, officer, or Shareholder shall be held liable to account to the
Corporation, by reason of such
adverse interests or by reason of any fiduciary relationship to the Corporation
arising out of such office or stock ownership, for any profit or benefit
realized by him or her through any such contract or transaction.  In
the case of directors and officers of the Corporation (but not in the case of
Shareholders who are not directors or officers), the nature of the interest of
such director or officer, though not necessarily the details or extent thereof,
shall be disclosed or made known to the Board of the Corporation at the meeting
thereof at which such contract or transaction is authorized or
confirmed.  A general notice that a director or officer of the
Corporation is interested in any Corporation, association, firm, or entity shall
be sufficient disclosure as to such director or officer with respect to all
contracts and transactions with that Corporation, association, firm, or
entity.
  - 5
-
 
 ARTICLE
XIV
 BYLAWS
 
 The
Board, by vote of a majority of the whole Board, shall have the power to adopt,
make, amend, alter or repeal the Bylaws of the Corporation.
 
 ARTICLE
XV
 REVISION
OF THE CERTIFICATE
 
 The
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 law, and all rights and powers conferred in this Certificate of
Incorporation on Shareholders and directors are subject to this reserved
power.
 
 
 
 
 IN
WITNESS WHEREOF, the undersigned officer of the Corporation, for the purpose of
filing this Amended and Restated Certificate of Incorporation pursuant to the
General Corporation Law of the State of Delaware, has affixed his signature
below on this 6th day of
January, 2009.
 
 ECO2 Plastics, Inc.
 
 
 By: 
__________________________
 Name:
Rodney S. Rougelot
 Title:  Director
& CEO
 
 
 
  - 6
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  Exhibit
A
 CERTIFICATE
OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF
 SERIES
A CONVERTIBLE PREFERRED STOCK
 OF
 ECO2
PLASTICS, INC.
 a
Delaware corporation
  Pursuant
to Section 151 of the Delaware General Corporation Law
  The
undersigned, Rodney S. Rougelot, certifies that:
  1.      He
is the duly acting Chief Executive Officer and Secretary of ECO2 PLASTICS, INC.,
a corporation organized and existing under the Delaware General Corporation Law
(the “Corporation”).
  2.      Pursuant
to authority conferred upon the Board of Directors by the Second Amended and
Restated Certificate of Incorporation of the Corporation (the “Certificate of
Incorporation”), which authorizes 1,700,000,000 shares of preferred
stock, par value $0.001 per share (“Preferred
Stock”), of which 152,843,414 shares of Series A Convertible Preferred
Stock were previously issued and are outstanding, 336,240,039 shares of Series
B-1 Convertible Preferred Stock were previously issued and are outstanding, and
pursuant to the provisions of the Delaware General Corporation Law, said Board
of Directors, pursuant to unanimous written consent dated April 25, 2008,
adopted a resolution establishing the rights, preferences, privileges and
restrictions of, and the number of shares comprising, the Corporation's Series A
Convertible Preferred Stock, which resolution is as follows:
  RESOLVED,
that a series of preferred stock in the Corporation, having the rights,
preferences, privileges and restrictions, and the number of shares constituting
such series and the designation of such series, set forth below be, and it
hereby is, authorized by the Board of Directors of the Corporation pursuant to
authority given by the Corporation's Certificate of Incorporation.
  NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and
determines the designations of, the number of shares constituting, and the
rights, preferences, privileges and restrictions relating to, each new series of
preferred stock as follows:
  (a)           Designation.  The
series of preferred stock is hereby designated Series A Convertible Preferred
Stock (the “Series A
Preferred Stock”).
  (b)           Authorized
Shares.  The number of authorized shares constituting the
Series A Preferred Stock shall be 152,843,414.
  (c)           Original Issue
Price.  The Original Issue Price of the Series A Preferred
Stock shall be $0.030 per share (as adjusted for any stockdividends, combinations,
splits, recapitalizations and the like with respect to such
shares).
   - 7
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  (d)           Dividends.  Commencing
on the dates of issuance of the Series B Convertible Preferred Stock (the “Series B
Preferred Stock”) and the Series A Convertible Preferred
Stock of the Corporation (together the “Senior
Preferred
Stock”), and subject to the rights of any
series of Preferred Stock that may from time to time come into existence,
each holder of an outstanding share of Senior Preferred Stock shall be entitled
to receive, on a pari
passu basis, when, as and if declared by the Board of Directors, out of
any assets of the Corporation legally available therefor, dividends at a rate
equal to 5% per share of the Original Issue Price of such share of Senior
Preferred Stock (in each case, as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to such
shares) per annum prior and in preference to the holders of the Corporation’s
Common Stock (the “Common
Stock”), and in preference to the holders
of any other equity securities of the Corporation that may from time to time
come into existence to which the Senior Preferred Stock ranks senior (such
junior securities, together with the Common Stock, “Junior Securities”).No dividends will be
paid on the Junior Securities in any year unless such dividends of the Senior
Preferred Stock are paid in full or declared and set
apart.  Additionally, whenever the Corporation shall pay a dividend on
the Common Stock, each holder of a share of Senior Preferred Stock shall be
entitled to receive, at the same time the dividend is paid on the Common Stock,
out of the assets of the Corporation legally available therefor, a dividend
equal to the amount that would have been paid in respect of the Common Stock
issuable upon conversion of such share of Senior Preferred Stock immediately
prior to the close of business on the record date for determining the holders
entitled to receive such dividend on the Common Stock, or, if no such record is
taken, the date on which the record holders of Common Stock entitled to such
dividend is determined.
  (e)           LiquidationPreference.
  (i)           Preference upon Liquidation,
Dissolution or Winding Up.  In the event of any dissolution or
winding up of the Corporation, whether voluntary or involuntary, and subject to the rights of any series of Preferred
Stock that may from time to time come into existence,holders of each
outstanding share of Series A Preferred Stock shall be subordinated to holders
of Series B Preferred Stock and will not be entitled to be paid out of the
assets of the Corporation available for distribution to shareholders, whether
such assets are capital, surplus or earnings, until the holders of Series B
Preferred Stock have been paid in full all amounts due under Section 2(e) of the
Certificate of Designations of Preferences and Rights of the Series B Preferred
Stock, or funds necessary for such payment shall have been set aside by the
Corporation in trust for the account of the holders of Series B Preferred
Stock.  After such payment shall have been made in full to holders of
Series B Preferred Stock, or funds necessary for such payment shall have been
set aside by the Corporation in trust for the account of the holders of Series B
Preferred Stock so as to be available for such payment, and subject to the rights of any series of Preferred
Stock that may from time to time come into existence, the holders of
Series A Preferred Stock shall be entitled to be paid out of the assets of the
Corporation available for distribution to shareholders, whether such assets are
capital, surplus or earnings, before any payment shall be made to the holders of
the Common Stock or any other stock of the Corporation ranking junior to the
Series A Preferred with regard to any distribution of asset upon liquidation,
dissolution or winding up of the Corporation, an amount equal to $0.030 per
share of Series A Preferred Stock held (as adjusted for any stock splits, stock
dividends or recapitalizations of the Series A Preferred Stock) plus any
declared but unpaid dividends on such share.  If, upon any
liquidation, dissolution or winding up of the Corporation, the assets available
to be distributed to the holders of the Series A Preferred Stock shall be insufficient
to permit payment to such shareholders of the full preferential amounts
aforesaid, then all of the assets of the Corporation available for distribution
to the holders of Series A Preferred Stock shall be distributed to the holders
of Series A Preferred Stock on a pro rata basis.  Each holder of the
Series A Preferred Stock shall be entitled to receive that portion of the assets
available for distribution to the holders of Series A Preferred Stock as the
number of outstanding shares of Series A Preferred Stock held by such holder
bears to the total number of shares of Series A Preferred
Stock.   Such payment shall constitute payment in full to the
holders of the Series A Preferred Stock upon the liquidation, dissolution or
winding up of the Corporation.  After such payment shall have been
made in full, or funds necessary for such payment shall have been set aside by
the Corporation in trust for the account of the holders of Series A Preferred
Stock so as to be available for such payment, such holders of Series A Preferred
Stock shall be entitled to no further participation in the distribution of the
assets of the Corporation.
  - 8
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  (ii)           Consolidation, Merger and Other
Corporate Events. Unless otherwise agreed by holders of a majority of the
Series B Preferred Stock of the Corporation then outstanding, (A) A
consolidation or merger of the Corporation (except into or with a subsidiary
corporation), (B) any reclassification of the stock of the Corporation (other
than a change in par value or from no par to par, or from par to no par or as
the result of an event described in subsection (v), (vi), (vii) or (ix) of
paragraph (f)), or (C) a sale, lease, exclusive license or other disposition of
all or substantially all of the assets of the Corporation requiring approval of
the Corporation’s stockholders shall be regarded as a liquidation, dissolution
or winding up of the affairs of the Corporation within the meaning of this
paragraph (e); provided, however, in the case
of a merger, if (a) the Corporation is the surviving entity, (b) the
Corporation’s shareholders retain, solely in
respect of the shares of capital stock of the Corporation held by them prior to
the merger,a majority of the shares
of the surviving entity, and (c) the Corporation’s directors hold a majority of
the seats on the board of directors of the surviving entity, then such merger
shall not be regarded as a liquidation, dissolution or winding up within the
meaning of this paragraph (d).  In no event shall the issuance of new
classes of stock, whether senior, junior or on a parity with the Series A
Preferred Stock, or any stock splits, be deemed a “reclassification” under or
otherwise limited by the terms hereof.
  (iii)           Change of Control.A “Change of
Control” of the Corporation means such time as (A) the Corporation shall
consummate a merger, consolidation or similar transaction approved by the Board
of Directors, or there shall occur the consummation of a tender offer for, or
other acquisition of, Common Stock, in which an individual, corporation,
partnership, limited liability company, joint venture, trust or unincorporated
organization or a government or agency or political subdivision thereof (a
“Person”)
or group (as such term is defined in Rule 13d-5 under the Exchange Act) of
Persons who are not stockholders of the Company
immediately following the initial issuance of the Series B Preferred
Stock become the beneficial owners (as determined pursuant to Rule 13d-3
under the Exchange Act), directly or indirectly, of 45% or more of the voting
power of the outstanding shares of Common Stock, (B) the majority of the seats
of the Board of Directors is occupied by persons other than the directors
occupying such seats as of the date of the initial issuance of shares of Series
B Preferred Stock (the “Current
Directors”) or persons nominated by Current Directors or their nominated
successors, or (C) there shall occur a change in the Chief Executive Officer of
the Corporation without the consent of holders of a majority of the outstanding
shares of Series B Preferred Stock.  A
Change of Control will be treated as a liquidation, dissolution or winding up of
the affairs of the Corporation within the meaning of this paragraph (e),
except as otherwise agreed by holders of a majority of the then outstanding
Series B Preferred Stock.
  - 9
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  (iv)           Distribution of Cash and Other
Assets.  In the event of a liquidation, dissolution or winding
up of the Corporation resulting in the availability of assets other than cash
for distribution to the holders of the Series A Preferred Stock, the holders of
the Series A Preferred Stock shall be entitled to a distribution of cash and/or
assets equal to the value of the liquidation preference stated in subsection (i)
of this paragraph (e), which valuation shall be determined in good faith by the
Board of Directors and shall be conclusive.  Any securities shall be
valued as follows:
  (A)           Securities
not subject to investment letter or other similar restrictions on free
marketability covered by (B) below:
  (1)           If
traded on a securities exchange, the value shall be deemed to be the average of
the closing prices of the securities on such quotation system over the thirty
(30) day period ending three (3) days prior to the closing;
  (2)           If
actively traded over-the-counter, the value shall be deemed to be the average of
the closing bid or sale prices (whichever is applicable) over the thirty (30)
day period ending three (3) days prior to the closing; and
  (3)           If
there is no active public market, the value shall be the fair market value
thereof, as determined in good faith by the Board of Directors.
  (B)           The
method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by
virtue of a stockholder’s status as an affiliate or former affiliate) shall be
to make an appropriate discount from the market value determined as above in (A)
(1), (2) or (3) to reflect the approximate fair market value thereof, as
determined in good faith by the Board of Directors.
  (v)           Distribution to Junior Security
Holders.  After the payment or distribution to the holders of
the Series A Preferred Stock of the full preferential amounts aforesaid, the
holders of Common Stock then outstanding, or any other stock of the Corporation
ranking junior to the Series A Preferred Stock as to assets upon liquidation,
dissolution or winding up of the Corporation, shall be entitled to receive the
remaining assets of the Corporation available for distribution.
  (vi)           Preference;
Priority.  References to a stock that is “senior”
to, on a “parity”
with or “junior” to
other stock as to liquidation shall refer, respectively, to rights of priority
of one series or class of stock over another in the distribution of assets on
any liquidation, dissolution or winding up of the Corporation. The Series B
Preferred Stock shall be senior to the Series A Preferred Stock and the Common
Stock of the Corporation with regard to liquidation, dissolution or winding up
of the Corporation. The Series A Preferred Stock shall be senior to the Common
Stock of the Corporation with regard to liquidation, dissolution or winding up
of the Corporation.
   - 10
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  (vii)           Greater-of Treatment. 
Notwithstanding Section 2(e)(i) above, for purposes of determining the amount
each holder of Series A Preferred Stock is entitled to receive with respect to a
liquidation, dissolution or winding up of the Corporation (including without
limitation the events to be treated as a liquidation, dissolution or winding up
as set forth in Sections 2(e)(ii) and 2(e)(iii) above), the holders of Series A
Preferred Stock shall receive at the closing of such event (and at each date
after the closing of such event on which additional amounts, such as earn out
payments, escrow amounts or other contingent payments are paid to stockholders
of the Corporation as a result of the event, but only to the extent of the
portion of such additional amount to which the holders of Series A Preferred
Stock are entitled), an amount equal to the greater of (A) the amount
specified in Section 2(e)(i) above, and (B) the amount that the holders of
Series A Preferred Stock would have been entitled to receive had the holders of
all Series A Preferred Stock and, if any, all convertible stock ranking junior
to the Series A Preferred Stock with regard to any distribution of assets upon
liquidation, dissolution or winding up of the Corporation, converted their
shares into Common Stock immediately prior to such event at the then applicable
conversion price for such shares.
  (f)           Voting
Rights.
   (i)           Each
share of Series A Preferred Stock shall entitle the holder thereof to vote, in
person or by proxy, at a special or annual meeting of the stockholders of the
Corporation, on all matters except as required by law or as set forth herein,
voted on by holders of Common Stock, voting together as a single class with the
holders of the Common Stock and all other shares entitled to vote thereon as a
single class with the Common Stock.  With respect to all such matters,
each issued and outstanding share of Series A Preferred Stock shall entitle the
holder thereof to cast that number of votes per share as is equal to the number
of votes that such holder would be entitled to cast had such holder converted
such holder’s Series A Preferred Stock into Common Stock on the record date for
determining the stockholders of the Corporation eligible to vote on any such
matters.
  (ii)           For
so long as any shares of Series A Preferred Stock remain outstanding, the
affirmative vote of the holders of a majority of the outstanding shares of
Series A Preferred Stock, voting separately as a single class, shall be
necessary to amend the rights, preferences or privileges of the Series A
Preferred Stock, however effected, whether by amendment, merger, consolidation,
recapitalization or otherwise, provided that no such separate consent of the
Series A Preferred Stock shall be required with respect to any such amendment of
the rights, preferences or privileges of the Series A Preferred Stock if (i) a
similar amendment is contemporaneously effected  with respect to the
rights, preferences or privileges of the Series B Preferred Stock and (ii) the
amendment is approved by holders of a majority of the Series B Preferred Stock
then outstanding.
 
 (g)           Conversion
Rights.  The holders of Series A Preferred Stock will have the
following conversion rights:
  (i)           Right to
Convert.  Subject to and in compliance with the provisions of
this paragraph (g), any issued and outstanding shares of Series A Preferred
Stock may, at the option of the holder, be converted at any time or from time to
time into fully paid and non assessable
shares of Common Stock at the conversion rate in effect at the time of
conversion, determined as provided herein.
  - 11
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  (ii)           Automatic
Conversion.  Subject to and in compliance with the provisions
of this paragraph (g), upon election by holders of a majority of the then
outstanding shares of Series B Preferred Stock, all issued and outstanding
shares of Senior Preferred Stock shall be automatically converted into fully
paid and non-assessable shares of Common Stock at the conversion rate in effect
at the time of conversion.
  (iii)           Mechanics of
Conversion.  Before any holder of Series A Preferred Stock
shall be entitled to convert the same into shares of Common Stock, he shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or of any transfer agent for the Common Stock, and shall give
written notice to the Corporation at such office that he elects to convert the
same and shall state therein the number of shares of Series A Preferred Stock
being converted.  Thereupon, the Corporation shall promptly issue and
deliver at such office to such holder of Series A Preferred Stock a certificate
or certificates for the number of shares of Common Stock to which he shall be
entitled.  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.  Promptly following a conversion
pursuant to paragraph (g)(ii) above, the Corporation shall send each holder of
Series A Preferred Stock a written notice thereof.  Thereafter, as
soon as practicable following the surrender of one or more certificates
representing the Series A Preferred Stock that is so converted, the Corporation
shall issue and deliver to such holder one or more certificates for the number
of whole shares of Common Stock issuable upon conversion in accordance with the
provisions hereof.
  (iv)           Conversion
Price.  The number of shares into which one share of Series A
Preferred Stock shall be convertible shall be determined by dividing the
Original Issue Price of the Series A Preferred Stock by the then existing Series
A Conversion Price (as set forth below).  The “Series A
Conversion Price” shall initially be equal to the Original Issue Price of
the Series A Preferred Stock, and shall be subject to adjustment upon the
occurrence of any event in paragraph (g)(v)-(vii).
  (v)           Adjustment for Stock Splits and
Combinations.  If the Corporation shall at any time, or from
time to time after the date shares of the Series A Preferred Stock are first
issued (the “Original Issue
Date”), effect a subdivision of the outstanding Common Stock, the Series
A Conversion Price in effect immediately prior thereto shall be proportionately
decreased, and conversely, if the Corporation shall at any time or from time to
time after the Original Issue Date combine the outstanding shares of Common
Stock, the Series A Conversion Price then in effect immediately before the
combination shall be proportionately increased.  Any adjustment under
this paragraph (g)(v) shall become effective at the close of business on the
date the subdivision or combination becomes effective.
  (vi)           Adjustment for Certain Dividends and
Distributions.  In the event the Corporation at any time, or
from time to time after the Original Issue Date, shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Series A Conversion Price then in effect
shall be decreased as of the time of such issuance or, in the event such a
record date shall have been fixed, as of the close of business on such record
date, by multiplying the Series A Conversion Price then in effect by a
fraction:
  - 12
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  (A)           the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and
  (B)           the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however, if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Series A
Conversion Price shall be recomputed accordingly as of the close of business on
such record date and thereafter, the Series A Conversion Price shall be adjusted
pursuant to this paragraph (g)(vi) as of the time of actual payment of such
dividends or distributions.
  (vii)           Adjustments for Other Dividends and
Distributions.  In the event the Corporation at any time or
from time to time after the Original Issue Date shall make or issue, or fix 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 other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of such Series A Preferred Stock
shall receive upon conversion thereof in addition to the number of shares of
Common Stock receivable thereupon, the amount of securities of the Corporation
that they would have received had their Series A Preferred Stock been converted
into Common Stock on the date of such event and had thereafter, during the
period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period
giving application to all adjustments called for during such period under this
paragraph (g) with respect to the rights of the holders of the Series A
Preferred Stock.
  (viii)                      Adjustment for
Reclassification Exchange or
Substitution.  If the Common Stock issuable upon the conversion
of the Series A Preferred Stock shall be changed into the same or a different
number of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than a subdivision or
combination of shares or stock dividend provided for above, or a reorganization,
merger, consolidation or sale of assets provided for elsewhere in this paragraph
(g)), then and in each such event the holder of each share of Series A Preferred
Stock shall have the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon such
reorganization, reclassification or other change, by holders of the number of
shares of Common Stock into which such shares of Series A Preferred Stock might
have been converted immediately prior to such reorganization, reclassification,
or change, all subject to further adjustment as provided herein.
   - 13
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  (ix)           Reorganization, Mergers,
Consolidations or Sales of Assets.  If at any time or from time
to time there shall be a capital reorganization of the Common Stock (other than
a subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this paragraph (g)) or a merger or consolidation of the Corporation
with or into another corporation, or the sale of all or substantially all of the
Corporation’s properties and assets to any other Person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the holders of the Series A Preferred Stock shall thereafter be entitled to
receive upon conversion of such Series A Preferred Stock, the number of shares
of stock or other securities or property of the Corporation or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale.  In any
such case, appropriate adjustment shall be made in the application of the
provisions of this paragraph (g) with respect to the rights of the holders of
the Series A Preferred Stock after the reorganization, merger, consolidation or
sale to the end that the provisions of this paragraph (g) (including adjustment
of the Series A Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series A Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.
  (x)           Certificate of
Adjustment.  In each case of an adjustment or readjustment of
the Series A Conversion Price or the securities issuable upon conversion of the
Series A Preferred Stock, the Corporation shall compute such adjustment or
readjustment in accordance herewith and the Corporation’s Chief Financial
Officer shall prepare and sign a certificate showing such adjustment or
readjustment, and shall mail such certificate by first class mail, postage
prepaid, to each registered holder of the Series A Preferred Stock at the
holder’s address as shown in the Corporation’s books. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based.
  (xi)           Notices of Record
Date.  In the event of (A) any taking by the Corporation of a
record of the holders of any class or series of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution or (B) any reclassification or recapitalization of the
capital stock of the Corporation, any merger or consolidation of the Corporation
or any transfer of all or substantially all of the assets of the Corporation to
any other corporation, entity or Person, or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, the Corporation shall
mail, via facsimile, regular or electronic mail, or nationally recognized overnight courier
service to each holder of Series A Preferred Stock at least 10 days prior
to the record date specified therein, a notice specifying (1) the date on which
any such record is to be taken for the purpose of such dividend or distribution
and a description of such dividend or distribution, (2) the date on which any
such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up is expected to become effective and (3)
the time, if any is to be fixed, as to when the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares, of
Common Stock (or other securities) for securities or other property deliverable
upon such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up.
  (xii)           Fractional
Shares.  No fractional shares of Common Stock shall be issued
upon conversion of the Series A Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series A Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional share.  In lieu of any fractional shares to
which the holder would otherwise be entitled, the Corporation shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of the Corporation’s Common Stock on the date of conversion, as determined
in good faith by the Board of Directors.
  - 14
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  (xiii)                      Reservation of 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 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.  If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of Series A Preferred Stock, the Corporation will
take such corporate action as may, in the opinion 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 purpose.
  (xiv)                      Notices. Any notice required
by the provisions of this paragraph (f) to be given to the holders of shares of
Series A Preferred Stock shall be deemed given (A) if deposited in the United
States mail, postage prepaid, or (B) if given by any other reliable or generally
accepted means (including by facsimile, electronic mail or by a nationally
recognized overnight courier service), in each case addressed to each holder of
record at his address (or facsimile number) appearing on the books of the
Corporation.
  (xv)           Payment of
Taxes.  The Corporation will pay all transfer taxes and other
governmental charges that may be imposed in respect of the issue or delivery of
shares of Common Stock upon conversion of shares of Series A Preferred
Stock.
  (xvi)                      No Dilution or
Impairment.  The Corporation shall not amend its Certificate of
Incorporation or participate in any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, without the approval of a majority of the then outstanding Series A
Preferred Stock.
  (h)           No Reissuance of Preferred
Stock.  Any shares of Series A Preferred Stock acquired by the
Corporation by reason of purchase, conversion or otherwise shall be canceled,
retired and eliminated from the shares of Series A Preferred Stock that the
Corporation shall be authorized to issue.  All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock and
may be reissued as part of a new series of preferred stock subject to the
conditions and restrictions on issuance set forth in the Certificate of
Incorporation or in any certificate of designations creating a series of
preferred stock or any similar stock or as otherwise required by law.
   - 15
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  (i)           Not
Redeemable.  The Series A Preferred Stock is not redeemable,
except that, in the event of a Change of Control that is deemed by the
Corporation to be a liquidation, dissolution or winding up of the Corporation
pursuant to Section 2(e)(iii) above, holders of a majority of the then
outstanding shares of Series A Preferred Stock can require redemption of the
Series A Preferred Stock at a redemption price per share equal to the amount per
share to which holders of Series A Preferred Stock would be entitled upon a
liquidation, dissolution or winding up pursuant to Section 2(e)(i) or 2(e)(vii)
above, as applicable (the “Redemption
Price”), and any such shares of Series A Preferred Stock so requested to
be redeemed, but not repurchased on the designated repurchase date, will begin
to accrue dividends at an annual rate equal to 6% of the Redemption Price per
share of Series A Preferred Stock held, compounded semiannually from the date
originally set for redemption, and will at all times until actual redemption
remain convertible into Common Stock.
  (j)           Severability.  If
any right, preference or limitation of the Series A Preferred Stock set forth
herein is invalid, unlawful or incapable of being enforced by reason of any
rule, law or public policy, all other rights, preferences and limitations set
forth herein that can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall nevertheless remain in full
force and effect, and no right, preference or limitation herein shall be deemed
dependent upon any other such right, preference or limitation unless so
expressed herein.
  3.      The
number of authorized shares of preferred stock of the Corporation is one billion
seven hundred million (1,700,000,000).  The number of shares of Series
A Preferred Stock, all of which have been issued, is 152,843,414.
   Each of
the undersigned declares under penalty of perjury that the matters set out in
the foregoing Certificate are true of his own knowledge.  Executed at
San Francisco, California, on January 9, 2009.
      
 Name: 
Rodney S. Rougelot
 Title: 
Chief Executive Officer and Secretary
  
  
  
  
  - 16
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  Exhibit
B
 CERTIFICATE
OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF
 SERIES
B-1 AND SERIES B-2 CONVERTIBLE PREFERRED STOCK
 OF
 ECO2
PLASTICS, INC.
 a
Delaware corporation
  Pursuant
to Section 151 of the Delaware General Corporation Law
  The
undersigned, Rodney S. Rougelot, certifies that:
  (a)           He
is the duly acting Chief Executive Officer and Secretary of ECO2 PLASTICS, INC.,
a corporation organized and existing under the Delaware General Corporation Law
(the “Corporation”).
  (b)           Pursuant
to authority conferred upon the Board of Directors by the Second Amended and
Restated Certificate of Incorporation of the Corporation (the “Certificate of
Incorporation”), which authorizes 1,700,000,000 shares of preferred
stock, par value $0.001 per share (“Preferred
Stock”), which authorizes 1,700,000,000 shares of preferred stock, par
value $0.001 per share (“Preferred
Stock”), of which 489,083,453 shares are issued and outstanding, and
pursuant to the provisions of the Delaware General Corporation Law, said Board
of Directors, pursuant to unanimous written consents dated May 30, 2008 and
August 28, 2008, adopted resolutions establishing the rights, preferences,
privileges and restrictions of, and the number of shares comprising, the
Corporation's Series B-1 Convertible Preferred Stock and Series B-2 Convertible
Preferred Stock, which resolution is as follows:
  RESOLVED,
that two series of preferred stock in the Corporation, having the rights,
preferences, privileges and restrictions, and the number of shares constituting
each such series and the designation of each such series, set forth below be,
and it hereby is, authorized by the Board of Directors of the Corporation
pursuant to authority given by the Corporation's Certificate of
Incorporation.
  NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and
determines the designations of, the number of shares constituting, and the
rights, preferences, privileges and restrictions relating to, each new series of
preferred stock as follows:
  (a)           Designation.  The
first series of preferred stock is hereby designated Series B-1 Convertible
Preferred Stock (the “Series B-1
Preferred Stock”).  The second series of preferred stock is
hereby designated Series B-2 Convertible Preferred Stock (the “Series B-2
Preferred Stock” and, together with the Series B-1 Preferred Stock, the
“Series B
Preferred Stock”).
  (b)           Authorized
Shares.  The number of authorized shares constituting the
Series B-1 Preferred Stock shall be 336,240,039.  The number of
authorized shares constituting the Series B-2 Preferred Stock shall be
140,000,000.
  (c)           Original Issue
Price.  The Original Issue Price of the Series B-1 Preferred
Stock shall be $0.020 per share (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to such
shares).  The Original Issue Price of the Series B-2
Preferred Stock shall be $0.0175 per share (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to such
shares).
  - 17
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  (d)           Dividends.  Commencing
on the dates of issuance of the Series B Preferred Stock and the Series A
Convertible Preferred Stock of the Corporation (the “Series A
Preferred Stock” and, together with the Series B Preferred Stock, the
“SeniorPreferred
Stock”), and subject to the rights of any series of Preferred Stock that
may from time to time come into existence, each holder of an outstanding share
of Senior Preferred Stock shall be entitled to receive, on a pari passu basis, when, as
and if declared by the Board of Directors, out of any assets of the Corporation
legally available therefor, dividends at a rate equal to 5% per share of the
Original Issue Price of such share of Senior Preferred Stock (in each case, as
adjusted for any stock dividends, combinations, splits, recapitalizations and
the like with respect to such shares) per annum prior and in preference to the
holders of the Corporation’s Common Stock (the “Common
Stock”), and in preference to the holders of any other equity securities
of the Corporation that may from time to time come into existence to which the
Senior Preferred Stock ranks senior (such junior securities, together with the
Common Stock, “Junior
Securities”).  No dividends will be paid on Junior Securities
in any year unless such dividends of the Senior Preferred Stock are paid in full
or declared and set apart.  Additionally, whenever the Corporation
shall pay a dividend on the Common Stock, each holder of a share of Senior
Preferred Stock shall be entitled to receive, at the same time the dividend is
paid on the Common Stock, out of the assets of the Corporation legally available
therefor, a dividend equal to the amount that would have been paid in respect of
the Common Stock issuable upon conversion of such share of Senior Preferred
Stock immediately prior to the close of business on the record date for
determining the holders entitled to receive such dividend on the Common Stock,
or, if no such record is taken, the date on which the record holders of Common
Stock entitled to such dividend is determined.
  (e)           Liquidation Preference.
  (i)           Preference upon Liquidation,
Dissolution or Winding Up.  In the event of any dissolution or
winding up of the Corporation, whether voluntary or involuntary, and subject to
the rights of any series of Preferred Stock that may from time to time come into
existence, holders of each outstanding share of Series B Preferred Stock shall
be entitled to be paid first out of the assets of the Corporation available for
distribution to shareholders, whether such assets are capital, surplus or
earnings, before any payment shall be made to the holders of the Common Stock,
the Series A Preferred Stock, or any other stock of the Corporation ranking
junior to the Series B Preferred Stock with regard to any distribution of assets
upon liquidation, dissolution or winding up of the Corporation, an amount per
share of Series B Preferred Stock equal to (x) the Original Issue Price of such
Series B Preferred Stock(as adjusted for any
stock splits, stock dividends or recapitalizations of the Series B Preferred
Stock) plus (y) any declared but unpaid dividends on such share.  The
foregoing preferential amount shall be subject to increase as set forth in
Section 2(e)(vii) below.  If, upon any liquidation, dissolution or
winding up of the Corporation, the assets available to be distributed to the
holders of the Series B Preferred Stock shall be insufficient to permit payment
to such shareholders of the full preferential amounts aforesaid, then all of the
assets of the Corporation available for distribution to the holders of Series B
Preferred Stock shall be distributed to the holders of Series B Preferred Stock
on a pro rata basis. Each holder of the Series B Preferred Stock shall be
entitled to receive that portion of the assets available for distribution to the
holders of Series B Preferred Stock as the number of outstanding
shares of Series B Preferred Stock held by such holder bears to the total number
of shares of Series B Preferred Stock.  Such payment shall constitute
payment in full to the holders of the Series B Preferred Stock upon the
liquidation, dissolution or winding up of the Corporation.  After such
payment shall have been made in full, or funds necessary for such payment shall
have been set aside by the Corporation in trust for the account of the holders
of Series B Preferred Stock, so as to be available for such payment, such
holders of Series B Preferred Stock shall be entitled to no further
participation in the distribution of the assets of the Corporation.
  - 18
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  (ii)           Consolidation, Merger and Other
Corporate Events.  Unless otherwise agreed by holders of a
majority of the Series B Preferred Stock of the Corporation then outstanding,
(A) A consolidation or merger of the Corporation (except into or with a
subsidiary corporation), (B) any reclassification of the stock of the
Corporation (other than a change in par value or from no par to par, or from par
to no par or as the result of an event described in subsection (v), (vi), (vii)
or (ix) of paragraph (g)), or (C) a sale, lease, exclusive license or other
disposition of all or substantially all of the assets of the Corporation
requiring approval of the Corporation’s stockholders shall be regarded as a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this paragraph (e); provided, however, in the case
of a merger, if (a) the Corporation is the surviving entity, (b) the
Corporation’s shareholders retain, solely in respect of the shares of capital
stock of the Corporation held by them prior to the merger, a majority of the
shares of the surviving entity, and (c) the Corporation’s directors hold a
majority of the seats on the board of directors of the surviving entity, then
such merger shall not be regarded as a liquidation, dissolution or winding up
within the meaning of this paragraph (e).  In no event shall the
issuance of new classes of stock, whether senior, junior or on a parity with the
Series B Preferred Stock, or any stock splits, be deemed a “reclassification”
under or otherwise limited by the terms hereof.
  (iii)           Change of Control.A “Change of
Control” of the Corporation means such time as (A) the Corporation shall
consummate a merger, consolidation or similar transaction approved by the Board
of Directors, or there shall occur the consummation of a tender offer for, or
other acquisition of, Common Stock, in which an individual, corporation,
partnership, limited liability company, joint venture, trust or unincorporated
organization or a government or agency or political subdivision thereof (a
“Person”)
or group (as such term is defined in Rule 13d-5 under the Exchange Act) of
Persons who are not stockholders of the Company immediately following the
initial issuance of the Series B Preferred Stock become the beneficial owners
(as determined pursuant to Rule 13d-3 under the Exchange Act), directly or
indirectly, of 45% or more of the voting power of the outstanding shares of
Common Stock, (B) the majority of the seats of the Board of Directors is
occupied by persons other than the directors occupying such seats as of the date
of the initial issuance of shares of Series B Preferred Stock (the “Current
Directors”) or persons nominated by Current Directors or their nominated
successors, or (C) there shall occur a change in the Chief Executive Officer of
the Corporation without the consent of holders of a majority of the outstanding
shares of Series B Preferred Stock.  A Change of
Control will be treated as a liquidation, dissolution or winding up of the
affairs of the Corporation within the meaning of this paragraph (e), except
as otherwise agreed by holders of a majority of the then outstanding Series B
Preferred Stock.
   - 19
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  (iv)           Distribution of Cash and Other
Assets.  In the event of a liquidation, dissolution or winding
up of the Corporation resulting in the availability of assets other than cash
for distribution to the holders of the Series B Preferred Stock, the holders of
the Series B Preferred Stock shall be entitled to a distribution of cash and/or
assets equal to the value of the liquidation preference stated in subsection (i)
of this paragraph (e), which valuation shall be determined in good faith by the
Board of Directors and shall be conclusive.  Any securities shall be
valued as follows:
  (A)           Securities
not subject to investment letter or other similar restrictions on free
marketability covered by (B) below:
  (1)           If
traded on a securities exchange, the value shall be deemed to be the average of
the closing prices of the securities on such quotation system over the thirty
(30) day period ending three (3) days prior to the closing;
  (2)           If
actively traded over-the-counter, the value shall be deemed to be the average of
the closing bid or sale prices (whichever is applicable) over the thirty (30)
day period ending three (3) days prior to the closing; and
  (3)           If
there is no active public market, the value shall be the fair market value
thereof, as determined in good faith by the Board of Directors.
  (B)           The
method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by
virtue of a stockholder’s status as an affiliate or former affiliate) shall be
to make an appropriate discount from the market value determined as above in (A)
(1), (2) or (3) to reflect the approximate fair market value thereof, as
determined in good faith by the Board of Directors.
  (v)           Distribution to Junior Security
Holders.  After the payment or distribution to the holders of
the Series B Preferred Stock of the full preferential amounts aforesaid, the
holders of the Series A Preferred Stock and Common Stock then outstanding, or
any other stock of the Corporation ranking junior to the Series B Preferred
Stock as to assets upon liquidation, dissolution or winding up of the
Corporation, shall be entitled to receive the remaining assets of the
Corporation available for distribution.
  (vi)           Preference;
Priority.  References to a stock that is “senior”
to, on a “parity”
with or “junior” to
other stock as to liquidation shall refer, respectively, to rights of priority
of one series or class of stock over another in the distribution of assets on
any liquidation, dissolution or winding up of the Corporation. The Series B
Preferred Stock shall be senior to the Series A Preferred Stock and the Common
Stock of the Corporation with regard to liquidation, dissolution or winding up
of the Corporation.
  (vii)           Greater-of
Treatment.  Notwithstanding Section 2(e)(i) above, for purposes
of determining the amount each holder of Series B Preferred Stock is entitled to
receive with respect to a liquidation, dissolution or winding up of the
Corporation (including without limitation the events to be treated as a
liquidation, dissolution or winding up as set forth in Sections 2(e)(ii) and
2(e)(iii) above), the holders of Series B Preferred Stock shall receive at the closing
of such event (and at each date after the closing of such event on which
additional amounts, such as earn out payments, escrow amounts or other
contingent payments are paid to stockholders of the Corporation as a result of
the event, but only to the extent of such additional amount), an amount equal to
the greater of (A) the amount specified in Section 2(e)(i) above, and (B)
the amount that the holders of Series B Preferred Stock would have been entitled
to receive had the holders of all Senior Preferred Stock and, if any, all
convertible stock ranking junior to the Series B Preferred Stock with regard to
any distribution of assets upon liquidation, dissolution or winding up of the
Corporation, converted their shares into Common Stock immediately prior to such
event at the then applicable conversion price for such shares.
  - 20
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  (f)           Voting
Rights.
   (i)           Each
share of Series B Preferred Stock shall entitle the holder thereof to vote, in
person or by proxy, at a special or annual meeting of the stockholders of the
Corporation, on all matters except as required by law or as set forth herein,
voted on by holders of Common Stock, voting together as a single class with the
holders of the Common Stock and all other shares entitled to vote thereon as a
single class with the Common Stock.  With respect to all such matters,
each issued and outstanding share of Series B Preferred Stock shall entitle the
holder thereof to cast that number of votes per share as is equal to the number
of votes that such holder would be entitled to cast had such holder converted
such holder’s Series B Preferred Stock into Common Stock on the record date for
determining the stockholders of the Corporation eligible to vote on any such
matters.
  (ii)           For
so long as any shares of Series B Preferred Stock remain outstanding, the
affirmative vote of the holders of a majority of the outstanding shares of
Series B Preferred Stock, voting separately as a single class, shall be
necessary to take any of the following actions, however effected, whether by
amendment, merger, consolidation, recapitalization or otherwise:
  (A)           any
transactions with affiliates, except on an arms-length basis;
  (B)           authorize,
create or issue any class or classes of any now or hereafter authorized capital
stock of the Corporation ranking senior to, or on a parity with (as to rights
upon a liquidation, dissolution or winding up of the affairs of the Corporation
or upon a Change of Control, or dividend rights or rights of redemption) the
Series B Preferred Stock or any securities exercisable or exchangeable for, or
convertible into, any now or hereafter authorized capital stock of the
Corporation ranking senior to, or on a parity with (as to rights upon a
liquidation, dissolution or winding up of the affairs of the Corporation or upon
a Change of Control, or dividend rights or rights of redemption) the Series B
Preferred Stock (including, without limitation, the issuance of any shares of
Series B Preferred Stock (other than shares of Series B Preferred Stock issued
as a stock dividend or in a stock split) after the date the Series B Preferred
Stock is originally issued), or reclassify any existing security to be senior
to, or on a parity with, the Series BPreferred Stock as to
such rights;
  (C)           any
increase or decrease in the total authorized shares of Series A Preferred Stock
or Series B Preferred Stock;
  - 21
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   (D)           any
amendment to the rights, preferences or privileges of the Series B Preferred
Stock or Series A Preferred Stock;
  (E)           any
bankruptcy filing or liquidation of the Corporation or any significant
subsidiary;
  (F)           any
payment of any dividend or distribution on any shares of capital stock of the
Corporation (other than dividends paid on the Preferred Stock); and
  (G)           the
purchase or redemption of any shares of now or hereafter authorized capital
stock (except for the purchase or redemption from service providers, employees,
directors and consultants, at a price not to exceed the original issuance price
thereof, pursuant to agreements providing the Corporation with repurchase rights
upon termination of their services to the Corporation).
  (iii)           For
so long as 134,496,016 shares of Series B Preferred Stock (as adjusted for any
stock dividends, combinations, splits, recapitalizations and the like with
respect to such shares)remain outstanding,
holders of Series B Preferred Stock, voting separately as a single class, shall
have the right to elect three directors to the Corporation’s Board of
Directors.  In the case of any vacancy in the office of a director
elected by the holders of the Series B Preferred Stock, the holders of a
majority of the outstanding shares of Series B Preferred Stock may elect a
successor to hold office for the unexpired term of the director whose place
shall be vacant.  Any director who shall have been elected by the
holders of the Series B Preferred Stock may be removed during the aforesaid term
of office, either with or without cause, by, and only by, the affirmative vote
of the holders of a majority of the outstanding shares of Series B Preferred
Stock, given either at an annual meeting of the Corporation’s stockholders or at
a special meeting of such stockholders duly called for that purpose or pursuant
to a written consent of such stockholders.  Any such act shall become
effective on the date fixed in the notice to the Corporation thereof, or upon
the delivery thereof to the Corporation, whichever is later, without the need
for any other corporate procedure or action.  For avoidance of any
doubt, the appointment of a director as aforesaid, the dismissal or replacement
of any director so appointed, shall be by written notice given to the
Corporation by the party or parties designating the director pursuant to the
procedures set forth above.
  (g)           Conversion
Rights.  The holders of Series B Preferred Stock will have the
following conversion rights:
  (i)           Right to
Convert.  Subject to and in compliance with the provisions of
this paragraph (g), any issued and outstanding shares of Series B Preferred
Stock may, at the option of the holder, be converted at any time or from time to
time into fully paid and non-assessable shares of Common Stock at the conversion
rate in effect at the time of conversion, determined as provided
herein.
  (ii)           Automatic
Conversion.  Subject to and in compliance with the provisions
of this paragraph (g), upon election by holders of a majority of the then
outstanding shares of Series B
Preferred Stock, all issued and outstanding shares of Senior Preferred Stock
shall be automatically converted into fully paid and non-assessable shares of
Common Stock at the conversion rate in effect at the time of
conversion.
  - 22
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  (iii)           Mechanics of
Conversion.  Before any holder of Series B Preferred Stock
shall be entitled to convert the same into shares of Common Stock, he shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or of any transfer agent for the Common Stock, and shall give
written notice to the Corporation at such office that he elects to convert the
same and shall state therein the number of shares of Series B Preferred Stock
being converted.  Thereupon, the Corporation shall promptly issue and
deliver at such office to such holder of Series B Preferred Stock a certificate
or certificates for the number of shares of Common Stock to which he shall be
entitled.  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 B 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.  Promptly following a conversion
pursuant to paragraph (g)(ii) above, the Corporation shall send each holder of
Series B Preferred Stock a written notice thereof.  Thereafter, as
soon as practicable following the surrender of one or more certificates
representing the Series B Preferred Stock that is so converted, the Corporation
shall issue and deliver to such holder one or more certificates for the number
of whole shares of Common Stock issuable upon conversion in accordance with the
provisions hereof.
  (iv)           Conversion
Price.  The number of shares into which one share of Series B-1
Preferred Stock shall be convertible shall be determined by dividing the
Original Issue Price of the Series B-1 Preferred Stock by the then existing
Series B-1 Conversion Price (as set forth below).  The number of
shares into which one share of Series B-2 Preferred Stock shall be convertible
shall be determined by dividing the Original Issue Price of the Series B-2
Preferred Stock by the then existing Series B-2 Conversion Price (as set forth
below).  The “Series B-1
Conversion Price” shall initially be equal to the Original Issue Price of
the Series B-1 Preferred Stock, and the “Series B-2
Conversion Price” shall initially be equal to the Original Issue Price of
the Series B-2 Preferred Stock, and each of the foregoing shall be subject to
adjustment upon the occurrence of any event in paragraph
(g)(v)-(vii).
  (v)           Adjustment for Stock Splits and
Combinations.  If the Corporation shall at any time, or from
time to time after the date shares of the Series B Preferred Stock are first
issued (the “Original Issue
Date”), effect a subdivision of the outstanding Common Stock, the Series
B-1 Conversion Price and the Series B-2 Conversion Price in effect immediately
prior thereto shall be proportionately decreased, and conversely, if the
Corporation shall at any time or from time to time after the Original Issue Date
combine the outstanding shares of Common Stock, the Series B-1 Conversion Price
and the Series B-2 Conversion Price then in effect immediately before the
combination shall be proportionately increased.  Any adjustment under
this paragraph (g)(v) shall become effective at the close of business on the
date the subdivision or combination becomes effective.
  (vi)           Adjustment for Certain Dividends and
Distributions.  In the event the Corporation at any time, or
from time to time after the Original Issue Date, shall make or issue, or fix a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Series B-1 Conversion Price and the
Series B-2 Conversion Price then in effect shall be decreased as of the time of
such issuance or, in the event such a record date shall have been fixed, as of
the close of business on such record date, by multiplying the Series B-1
Conversion Price and the Series B-2 Conversion Price then in effect by a
fraction:
  - 23
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  (A)           the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and
  (B)           the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however, if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Series B-1
Conversion Price and the Series B-2 Conversion Price shall be recomputed
accordingly as of the close of business on such record date and thereafter, the
Series B-1 Conversion Price and the Series B-2 Conversion Price shall be
adjusted pursuant to this paragraph (g)(vi) as of the time of actual payment of
such dividends or distributions.
  (vii)           Adjustments for Other Dividends and
Distributions.  In the event the Corporation at any time or
from time to time after the Original Issue Date shall make or issue, or fix 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 other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of such Series B Preferred Stock
shall receive upon conversion thereof in addition to the number of shares of
Common Stock receivable thereupon, the amount of securities of the Corporation
that they would have received had their Series B Preferred Stock been converted
into Common Stock on the date of such event and had thereafter, during the
period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period
giving application to all adjustments called for during such period under this
paragraph (g) with respect to the rights of the holders of the Series B
Preferred Stock.
  (viii)                      Adjustment for
Reclassification Exchange or
Substitution.  If the Common Stock issuable upon the conversion
of the Series B Preferred Stock shall be changed into the same or a different
number of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than a subdivision or
combination of shares or stock dividend provided for above, or a reorganization,
merger, consolidation or sale of assets provided for elsewhere in this paragraph
(g)), then and in each such event the holder of each share of Series B Preferred
Stock shall have the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon such
reorganization, reclassification or other change, by holders of the number of
shares of Common Stock into which such shares of Series B Preferred Stock might
have been converted immediately prior to such reorganization, reclassification,
or change, all subject to further adjustment as provided herein.
   - 24
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  (ix)           Reorganization, Mergers,
Consolidations or Sales of Assets.  If at any time or from time
to time there shall be a capital reorganization of the Common Stock (other than
a subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this paragraph (g)) or a merger or consolidation of the Corporation
with or into another corporation, or the sale of all or substantially all of the
Corporation’s properties and assets to any other Person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the holders of the Series B Preferred Stock shall thereafter be entitled to
receive upon conversion of such Series B Preferred Stock, the number of shares
of stock or other securities or property of the Corporation or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale.  In any
such case, appropriate adjustment shall be made in the application of the
provisions of this paragraph (g) with respect to the rights of the holders of
the Series B Preferred Stock after the reorganization, merger, consolidation or
sale to the end that the provisions of this paragraph (g) (including adjustment
of the Series B-1 Conversion Price and the Series B-2 Conversion Price then in
effect and the number of shares purchasable upon conversion of the Series B
Preferred Stock) shall be applicable after that event as nearly equivalent as
may be practicable.
  (x)           Certificate of
Adjustment.  In each case of an adjustment or readjustment of
the Series B-1 Conversion Price and the Series B-2 Conversion Price or the
securities issuable upon conversion of the Series B Preferred Stock, the
Corporation shall compute such adjustment or readjustment in accordance herewith
and the Corporation’s Chief Financial Officer shall prepare and sign a
certificate showing such adjustment or readjustment, and shall mail such
certificate by first class mail, postage prepaid, to each registered holder of
the Series B Preferred Stock at the holder’s address as shown in the
Corporation’s books. The certificate shall set forth such adjustment or
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based.
  (xi)           Notices of Record
Date.  In the event of (A) any taking by the Corporation of a
record of the holders of any class or series of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution or (B) any reclassification or recapitalization of the
capital stock of the Corporation, any merger or consolidation of the Corporation
or any transfer of all or substantially all of the assets of the Corporation to
any other corporation, entity or Person, or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, the Corporation shall
mail, via facsimile, regular or electronic mail or nationally recognized
overnight courier service, to each holder of Series B Preferred Stock at least
10 days prior to the record date specified therein, a notice specifying (1) the
date on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (2) the date on
which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective
and (3) the time, if any is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares,
of Common Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.
   - 25
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  (xii)           Fractional
Shares.  No fractional shares of Common Stock shall be issued
upon conversion of the Series B Preferred Stock.  All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of Series B Preferred Stock by a holder thereof shall be aggregated for
purposes of determining whether the conversion would result in the issuance of
any fractional share.  In lieu of any fractional shares to which the
holder would otherwise be entitled, the Corporation shall pay cash equal to the
product of such fraction multiplied by the fair market value of one share of the
Corporation’s Common Stock on the date of conversion, as determined in good
faith by the Board of Directors.
  (xiii)                      Reservation of 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 B
Preferred Stock, such number of shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of Series
B Preferred Stock.  If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of Series B Preferred Stock, the Corporation will
take such corporate action as may, in the opinion 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 purpose.
  (xiv)                      Notices. Any notice required
by the provisions of this paragraph (g) to be given to the holders of shares of
Series B Preferred Stock shall be deemed given (A) if deposited in the United
States mail, postage prepaid, or (B) if given by any other reliable or generally
accepted means (including by facsimile, electronic mail or by a nationally
recognized overnight courier service), in each case addressed to each holder of
record at his address (or facsimile number) appearing on the books of the
Corporation.
  (xv)           Payment of
Taxes.  The Corporation will pay all transfer taxes and other
governmental charges that may be imposed in respect of the issue or delivery of
shares of Common Stock upon conversion of shares of Series B Preferred
Stock.
  (xvi)                      No Dilution or
Impairment.  The Corporation shall not amend its Certificate of
Incorporation or participate in any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, without the approval of a majority of the then outstanding Series B
Preferred Stock.
  (h)           No Reissuance of Preferred
Stock.  Any shares of Series B Preferred Stock acquired by the
Corporation by reason of purchase, conversion or otherwise shall be canceled,
retired and eliminated from the shares of Series B Preferred Stock that the
Corporation shall be authorized to issue.  All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock and
may be reissued as part of a new series of preferred stock subject to the
conditions and restrictions on issuance set forth in the Certificate of
Incorporation or in any certificate of designations creating a series of
preferred stock or any similar stock or as otherwise required by
law.
  - 26
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  (i)           Not
Redeemable.  The Series B Preferred Stock is not redeemable,
except that, in the event of a Change of Control that is deemed by the
Corporation to be a liquidation, dissolution or winding up of the Corporation
pursuant to Section 2(e)(iii) above, holders of a majority of the then
outstanding shares of Series B Preferred Stock can require redemption of
the Series B Preferred Stockat a redemption price
per share equal to the amount per share to which holders of Series B Preferred
Stock would be entitled upon a liquidation, dissolution or winding up pursuant
to Section 2(e)(i) or 2(e)(vii) above, as applicable (the “Redemption
Price”), and any
such shares of Series B Preferred Stock so requested to be redeemed, but not
repurchased on the designated repurchase date, will begin to accrue dividends at
an annual rate equal to 6% of the Redemption Price per share of Series B
Preferred Stock held, compounded semiannually from the date originally set for
redemption, and will at all times until actual redemption remain convertible
into Common Stock.
  (j)           Severability.  If
any right, preference or limitation of the Series B Preferred Stock set forth
herein is invalid, unlawful or incapable of being enforced by reason of any
rule, law or public policy, all other rights, preferences and limitations set
forth herein that can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall nevertheless remain in full
force and effect, and no right, preference or limitation herein shall be deemed
dependent upon any other such right, preference or limitation unless so
expressed herein.
  (c)           The
number of authorized shares of preferred stock of the Corporation is one billion
seven hundred million (1,700,000,000).  The number of shares of Series
B-1 Preferred Stock, of which 336,240,039 have been issued. The number of shares of
Series B-2 Preferred Stock, none of which has been issued, is
140,000,000.
  
  Each of
the undersigned declares under penalty of perjury that the matters set out in
the foregoing Certificate are true of his own knowledge.  Executed at
San Francisco, California, on Janauary 9, 2009.
    
 Name: 
Rodney S. Rougelot
 Title: 
Chief Executive Officer and Secretary
  
  
   - 27
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  Exhibit
C
 CERTIFICATE
OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF
 SERIES
C CONVERTIBLE PREFERRED STOCK
 OF
 ECO2
PLASTICS, INC.
 a
Delaware corporation
  Pursuant
to Section 151 of the Delaware General Corporation Law
  The
undersigned, Rodney S. Rougelot, certifies that:
  (a)           He
is the duly acting Chief Executive Officer and Secretary of ECO2 PLASTICS, INC.,
a corporation organized and existing under the Delaware General Corporation Law
(the “Corporation”).
  (b)           Pursuant
to authority conferred upon the Board of Directors by the Second Amended and
Restated Certificate of Amendment to the Certificate of Incorporation of the
Corporation (the “Certificate of
Incorporation”), which authorizes 1,700,000,000 shares of preferred
stock, par value $0.001 per share (“Preferred
Stock”), of which 489,083,453 shares are issued and outstanding, and
pursuant to the provisions of the Delaware General Corporation Law, said Board
of Directors, pursuant to unanimous written consent dated August 28, 2008,
adopted a resolution establishing the rights, preferences, privileges and
restrictions of, and the number of shares comprising, the Corporation's Series C
Convertible Preferred Stock, which resolution is as follows:
  RESOLVED,
that a series of preferred stock in the Corporation, having the rights,
preferences, privileges and restrictions, and the number of shares constituting
such series and the designation of such series, set forth below be, and it
hereby is, authorized by the Board of Directors of the Corporation pursuant to
authority given by the Corporation's Certificate of Incorporation.
  NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and
determines the designations of, the number of shares constituting, and the
rights, preferences, privileges and restrictions relating to, such new series of
preferred stock as follows:
  (a)           Designation.  The
series of preferred stock is hereby designated Series C Convertible Preferred
Stock (the “Series C
Preferred Stock”).
  (b)           Authorized
Shares.  The number of authorized shares constituting the
Series C Preferred Stock shall be 400,000,000.
  (c)           Original Issue
Price.  The Original Issue Price of the Series C Preferred
Stock shall be $0.015 per share (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to such
shares).
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  (d)           Dividends.  Commencing
on the dates of issuance of the Series C Preferred Stock, the Series A
Convertible Preferred Stock of the Corporation (the “Series A
Preferred Stock”), the Series B-1 Convertible Preferred Stock of the
Corporation (the “Series
B-1Preferred
Stock”) and the Series B-2 Convertible Preferred Stock of the Corporation
(the “Series B-2
Preferred Stock” and, together with the Series B-1 Preferred Stock, the
“Series B
Preferred Stock”), (collectively, the “Senior Preferred
Stock”), and subject to the rights of any series of Preferred Stock that
may from time to time come into existence, each holder of an outstanding share
of Senior Preferred Stock shall be entitled to receive, on a pari passu basis, when, as
and if declared by the Board of Directors, out of any assets of the Corporation
legally available therefor, dividends at a rate equal to 5% per share of the
Original Issue Price of such share of Senior Preferred Stock (in each case, as
adjusted for any stock dividends, combinations, splits, recapitalizations and
the like with respect to such shares) per annum prior and in preference to the
holders of the Corporation’s Common Stock (the “Common
Stock”), and in preference to the holders of any other equity securities
of the Corporation that may from time to time come into existence to which the
Senior Preferred Stock ranks senior (such junior securities, together with the
Common Stock, “Junior
Securities”).  No dividends will be paid on Junior Securities
in any year unless such dividends of the Senior Preferred Stock are paid in full
or declared and set apart.  Additionally, whenever the Corporation
shall pay a dividend on the Common Stock, each holder of a share of Senior
Preferred Stock shall be entitled to receive, at the same time the dividend is
paid on the Common Stock, out of the assets of the Corporation legally available
therefor, a dividend equal to the amount that would have been paid in respect of
the Common Stock issuable upon conversion of such share of Senior Preferred
Stock immediately prior to the close of business on the record date for
determining the holders entitled to receive such dividend on the Common Stock,
or, if no such record is taken, the date on which the record holders of Common
Stock entitled to such dividend is determined.
  (e)           Liquidation Preference.
  (i)           Preference upon Liquidation,
Dissolution or Winding Up.  In the event of any dissolution or
winding up of the Corporation, whether voluntary or involuntary, and subject to
the rights of any series of Preferred Stock that may from time to time come into
existence, holders of each outstanding share of Series C Preferred Stock shall
be entitled to be paid first out of the assets of the Corporation available for
distribution to shareholders, whether such assets are capital, surplus or
earnings, before any payment shall be made to the holders of the Common Stock,
the Series A Preferred Stock, the Series B Preferred Stock or any other stock of
the Corporation ranking junior to the Series C Preferred Stock with regard to
any distribution of assets upon liquidation, dissolution or winding up of the
Corporation, an amount per share of Series C Preferred Stock equal to (x) the
Original Issue Price of such Series C Preferred Stock(as adjusted for any
stock splits, stock dividends or recapitalizations of the Series C Preferred
Stock) plus (y) any declared but unpaid dividends on such share.  The
foregoing preferential amount shall be subject to increase as set forth in
Section 2(e)(vii) below.  If, upon any liquidation, dissolution or
winding up of the Corporation, the assets available to be distributed to the
holders of the Series C Preferred Stock shall be insufficient to permit payment
to such shareholders of the full preferential amounts aforesaid, then all of the
assets of the Corporation available for distribution to the holders of Series C
Preferred Stock shall be distributed to the holders of Series C Preferred Stock
on a pro rata basis. Each holder of the Series C Preferred Stock shall be
entitled to receive that portion of the assets available for distribution to the
holders of Series C Preferred Stock as the number of outstanding shares of
Series C Preferred Stock held by such holder bears to the total number of shares
of Series C Preferred Stock.  Such payment shall constitute payment in
full to the holders of the Series C Preferred Stock upon the liquidation,
dissolution or winding up of the Corporation.  After such payment
shall have been made in full, or funds necessary for such payment shall have
been set aside by the Corporation in trust for the account of the holders of
Series C Preferred Stock, so as to be available for such payment, such holders
of Series C Preferred Stock shall be entitled to no further participation in the
distribution of the assets of the Corporation.
  - 29
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  (ii)           Consolidation, Merger and Other
Corporate Events.  Unless otherwise agreed by holders of at
least 60% of the Series C Preferred Stock of the Corporation then outstanding,
(A) a consolidation or merger of the Corporation (except into or with a
subsidiary corporation), (B) any reclassification of the stock of the
Corporation (other than a change in par value or from no par to par, or from par
to no par or as the result of an event described in subsection (v), (vi), (vii)
or (ix) of paragraph (g)), or (C) a sale, lease, exclusive license or other
disposition of all or substantially all of the assets of the Corporation
requiring approval of the Corporation’s stockholders shall be regarded as a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this paragraph (e); provided, however, in the case
of a merger, if (a) the Corporation is the surviving entity, (b) the
Corporation’s shareholders retain, solely in respect of the shares of capital
stock of the Corporation held by them prior to the merger, a majority of the
shares of the surviving entity, and (c) the Corporation’s directors hold a
majority of the seats on the board of directors of the surviving entity, then
such merger shall not be regarded as a liquidation, dissolution or winding up
within the meaning of this paragraph (e).  In no event shall the
issuance of new classes of stock, whether senior, junior or on a parity with the
Series C Preferred Stock, or any stock splits, be deemed a “reclassification”
under or otherwise limited by the terms hereof.
  (iii)           Change of Control.A “Change of
Control” of the Corporation means such time as (A) the Corporation shall
consummate a merger, consolidation or similar transaction approved by the Board
of Directors, or there shall occur the consummation of a tender offer for, or
other acquisition of, Common Stock, in which an individual, corporation,
partnership, limited liability company, joint venture, trust or unincorporated
organization or a government or agency or political subdivision thereof (a
“Person”)
or group (as such term is defined in Rule 13d-5 under the Exchange Act) of
Persons who are not stockholders of the Company immediately following the
initial issuance of the Series C Preferred Stock become the beneficial owners
(as determined pursuant to Rule 13d-3 under the Exchange Act), directly or
indirectly, of 45% or more of the voting power of the outstanding shares of
Common Stock, (B) the majority of the seats of the Board of Directors is
occupied by persons other than the directors occupying such seats as of the date
of the initial issuance of shares of Series C Preferred Stock (the “Current
Directors”) or persons nominated by Current Directors or their nominated
successors, or (C) there shall occur a change in the Chief Executive Officer of
the Corporation without the consent of holders of a majority of the outstanding
shares of Series C Preferred Stock.  A Change of
Control will be treated as a liquidation, dissolution or winding up of the
affairs of the Corporation within the meaning of this paragraph (e), except
as otherwise agreed by holders of a majority of the then outstanding Series C
Preferred Stock.
  (iv)           Distribution of Cash and Other
Assets.  In the event of a liquidation, dissolution or winding
up of the Corporation resulting in the availability of assets other than cash
for distribution to the holders of the Series C Preferred Stock, the holders of
the Series C Preferred Stock shall be entitled to a distribution of cash and/or
assets equal to the value of the liquidation preference stated in subsection (i)
of this paragraph (e), which valuation shall be determined in good faith by the
Board of Directors and shall be conclusive.  Any securities shall be
valued as follows:
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  (A)           Securities
not subject to investment letter or other similar restrictions on free
marketability covered by (B) below:
  (1)           If
traded on a securities exchange, the value shall be deemed to be the average of
the closing prices of the securities on such quotation system over the thirty
(30) day period ending three (3) days prior to the closing;
  (2)           If
actively traded over-the-counter, the value shall be deemed to be the average of
the closing bid or sale prices (whichever is applicable) over the thirty (30)
day period ending three (3) days prior to the closing; and
  (3)           If
there is no active public market, the value shall be the fair market value
thereof, as determined in good faith by the Board of Directors.
  (B)           The
method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by
virtue of a stockholder’s status as an affiliate or former affiliate) shall be
to make an appropriate discount from the market value determined as above in (A)
(1), (2) or (3) to reflect the approximate fair market value thereof, as
determined in good faith by the Board of Directors.
  (v)           Distribution to Junior Security
Holders.  After the payment or distribution to the holders of
the Series C Preferred Stock of the full preferential amounts aforesaid, the
holders of the Series A Preferred Stock, Series B Preferred Stock and Common
Stock then outstanding, or any other stock of the Corporation ranking junior to
the Series C Preferred Stock as to assets upon liquidation, dissolution or
winding up of the Corporation, shall be entitled to receive the remaining assets
of the Corporation available for distribution.
  (vi)           Preference;
Priority.  References to a stock that is “senior”
to, on a “parity”
with or “junior” to
other stock as to liquidation shall refer, respectively, to rights of priority
of one series or class of stock over another in the distribution of assets on
any liquidation, dissolution or winding up of the Corporation. The Series C
Preferred Stock shall be senior to the Series A Preferred Stock, the Series B
Preferred Stock and the Common Stock of the Corporation with regard to
liquidation, dissolution or winding up of the Corporation.
  (vii)           Greater-of
Treatment.  Notwithstanding Section 2(e)(i) above, for purposes
of determining the amount each holder of Series C Preferred Stock is entitled to
receive with respect to a liquidation, dissolution or winding up of the
Corporation (including without limitation the events to be treated as a
liquidation, dissolution or winding up as set forth in Sections 2(e)(ii) and
2(e)(iii) above), the holders of Series C Preferred Stock shall receive at the
closing of such event (and at each date after the closing of such event on which
additional amounts, such as earn out payments, escrow amounts or other
contingent payments are paid to stockholders of the Corporation as a result of
the event, but only to the extent of such additional amount), an amount equal to
the greater of (A) the amount specified in Section 2(e)(i) above, and (B)
the amount that the holders of Series C Preferred Stock would have been entitled
to receive had the holders of all Senior Preferred Stock and, if any, all
convertible stock ranking junior to the Series C Preferred Stock with regard to
any distribution of assets upon liquidation, dissolution or winding up of the
Corporation, converted their shares into Common Stock immediately prior to such
event at the then applicable conversion price for such shares.
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  (f)           Voting
Rights.
   (i)           Each
share of Series C Preferred Stock shall entitle the holder thereof to vote, in
person or by proxy, at a special or annual meeting of the stockholders of the
Corporation, on all matters except as required by law or as set forth herein,
voted on by holders of Common Stock, voting together as a single class with the
holders of the Common Stock and all other shares entitled to vote thereon as a
single class with the Common Stock.  With respect to all such matters,
each issued and outstanding share of Series C Preferred Stock shall entitle the
holder thereof to cast that number of votes per share as is equal to the number
of votes that such holder would be entitled to cast had such holder converted
such holder’s Series C Preferred Stock into Common Stock on the record date for
determining the stockholders of the Corporation eligible to vote on any such
matters.
  (ii)           For
so long as any shares of Series C Preferred Stock remain outstanding, the
affirmative vote of at least 60% of the holders of the then outstanding shares
of Series C Preferred Stock, voting separately as a single class, shall be
necessary to take any of the following actions, however effected, whether by
amendment, merger, consolidation, recapitalization or otherwise:
  (A)           any
transactions with affiliates, except on an arms-length basis;
  (B)           authorize,
create or issue any class or classes of any now or hereafter authorized capital
stock of the Corporation ranking senior to, or on a parity with (as to rights
upon a liquidation, dissolution or winding up of the affairs of the Corporation
or upon a Change of Control, or dividend rights or rights of redemption) the
Series C Preferred Stock or any securities exercisable or exchangeable for, or
convertible into, any now or hereafter authorized capital stock of the
Corporation ranking senior to, or on a parity with (as to rights upon a
liquidation, dissolution or winding up of the affairs of the Corporation or upon
a Change of Control, or dividend rights or rights of redemption) the Series C
Preferred Stock (including, without limitation, the issuance of any shares of
Series C Preferred Stock (other than shares of Series C Preferred Stock issued
as a stock dividend or in a stock split) after the date the Series C Preferred
Stock is originally issued), or reclassify any existing security to be senior
to, or on a parity with, the Series C Preferred Stock as to such
rights;
  (C)           any
increase or decrease in the total authorized shares of Series A Preferred Stock,
Series B Preferred Stock, or Series C Preferred Stock;
  (D)           any
amendment to the rights, preferences or privileges of the Series C Preferred
Stock, Series B Preferred Stock or Series A Preferred Stock;
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  (E)           any
bankruptcy filing or liquidation of the Corporation or any significant
subsidiary;
  (F)           any
payment of any dividend or distribution on any shares of capital stock of the
Corporation (other than dividends paid on the Preferred Stock); and
  (G)           the
purchase or redemption of any shares of now or hereafter authorized capital
stock (except for the purchase or redemption from service providers, employees,
directors and consultants, at a price not to exceed the original issue price
thereof, pursuant to agreements providing the Corporation with repurchase rights
upon termination of their services to the Corporation).
 
  (g)           Conversion
Rights.  The holders of Series C Preferred Stock will have the
following conversion rights:
  (i)           Right to
Convert.  Subject to and in compliance with the provisions of
this paragraph (g), any issued and outstanding shares of Series C Preferred
Stock may, at the option of the holder, be converted at any time or from time to
time into fully paid and non-assessable shares of Common Stock at the conversion
rate in effect at the time of conversion, determined as provided
herein.
  (ii)           Automatic
Conversion.  Subject to and in compliance with the provisions
of this paragraph (g), upon election by holders of at least 60% of the then
outstanding shares of Series C Preferred Stock, all issued and outstanding
shares of Senior Preferred Stock shall be automatically converted into fully
paid and non-assessable shares of Common Stock at the conversion rate in effect
at the time of conversion.
  (iii)           Mechanics of
Conversion.  Before any holder of Series C Preferred Stock
shall be entitled to convert the same into shares of Common Stock, he shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or of any transfer agent for the Common Stock, and shall give
written notice to the Corporation at such office that he elects to convert the
same and shall state therein the number of shares of Series C Preferred Stock
being converted.  Thereupon, the Corporation shall promptly issue and
deliver at such office to such holder of Series C Preferred Stock a certificate
or certificates for the number of shares of Common Stock to which he shall be
entitled.  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 C 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.  Promptly following a conversion
pursuant to paragraph (g)(ii) above, the Corporation shall send each holder of
Series C Preferred Stock a written notice thereof.  Thereafter, as
soon as practicable following the surrender of one or more certificates
representing the Series C Preferred Stock that is so converted, the Corporation
shall issue and deliver to such holder one or more certificates for the number
of whole shares of Common Stock issuable upon conversion in accordance with the
provisions hereof.
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  (iv)           Conversion
Price.  The number of shares into which one share of Series C
Preferred Stock shall be convertible shall be determined by dividing the
Original Issue Price of the Series C Preferred Stock by the then existing Series
C Conversion Price (as set forth below).   The “Series
C  Conversion Price” shall initially be equal to the Original
Issue Price of the Series C Preferred Stock, and the foregoing shall be subject
to adjustment upon the occurrence of any event in paragraph
(g)(v)-(vii).
  (v)           Adjustment for Stock Splits and
Combinations.  If the Corporation shall at any time, or from
time to time after the date shares of the Series C Preferred Stock are first
issued (the “Original Issue
Date”), effect a subdivision of the outstanding Common Stock, the Series
C Conversion Price in effect immediately prior thereto shall be proportionately
decreased, and conversely, if the Corporation shall at any time or from time to
time after the Original Issue Date combine the outstanding shares of Common
Stock, the Series C Conversion Price then in effect immediately before the
combination shall be proportionately increased.  Any adjustment under
this paragraph (g)(v) shall become effective at the close of business on the
date the subdivision or combination becomes effective.
  (vi)           Adjustment for Certain Dividends and
Distributions.  In the event the Corporation at any time, or
from time to time after the Original Issue Date, shall make or issue, or fix a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Series C Conversion Price then in effect
shall be decreased as of the time of such issuance or, in the event such a
record date shall have been fixed, as of the close of business on such record
date, by multiplying the Series C Conversion Price then in effect by a
fraction:
  (A)           the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and
  (B)           the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however, if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Series C
Conversion Price shall be recomputed accordingly as of the close of business on
such record date and thereafter, the Series C Conversion Price shall be adjusted
pursuant to this paragraph (g)(vi) as of the time of actual payment of such
dividends or distributions.
  (vii)           Adjustments for Other Dividends and
Distributions.  In the event the Corporation at any time or
from time to time after the Original Issue Date shall make or issue, or fix 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 other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of such Series C Preferred Stock
shall receive upon conversion thereof in addition to the number of shares of
Common Stock receivable thereupon, the amount of securities of the Corporation
that they would have received had their Series C Preferred Stock been converted
into Common Stock on the date of such event and had thereafter, during the
period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period
giving application to all adjustments called for during such period under this
paragraph (g) with respect to the rights of the holders of the Series C
Preferred Stock.
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  (viii)                      Adjustment for
Reclassification Exchange or
Substitution.  If the Common Stock issuable upon the conversion
of the Series C Preferred Stock shall be changed into the same or a different
number of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than a subdivision or
combination of shares or stock dividend provided for above, or a reorganization,
merger, consolidation or sale of assets provided for elsewhere in this paragraph
(g)), then and in each such event the holder of each share of Series C Preferred
Stock shall have the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon such
reorganization, reclassification or other change, by holders of the number of
shares of Common Stock into which such shares of Series C Preferred Stock might
have been converted immediately prior to such reorganization, reclassification,
or change, all subject to further adjustment as provided herein.
  (ix)           Reorganization, Mergers,
Consolidations or Sales of Assets.  If at any time or from time
to time there shall be a capital reorganization of the Common Stock (other than
a subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this paragraph (g)) or a merger or consolidation of the Corporation
with or into another corporation, or the sale of all or substantially all of the
Corporation’s properties and assets to any other Person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the holders of the Series C Preferred Stock shall thereafter be entitled to
receive upon conversion of such Series C Preferred Stock, the number of shares
of stock or other securities or property of the Corporation or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale.  In any
such case, appropriate adjustment shall be made in the application of the
provisions of this paragraph (g) with respect to the rights of the holders of
the Series C Preferred Stock after the reorganization, merger, consolidation or
sale to the end that the provisions of this paragraph (g) (including adjustment
of the Series C Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series C Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.
  (x)           Certificate of
Adjustment.  In each case of an adjustment or readjustment of
the Series C Conversion Price or the securities issuable upon conversion of the
Series C Preferred Stock, the Corporation shall compute such adjustment or
readjustment in accordance herewith and the Corporation’s Chief Financial
Officer shall prepare and sign a certificate showing such adjustment or
readjustment, and shall mail such certificate by first class mail, postage
prepaid, to each registered holder of the Series C Preferred Stock at the
holder’s address as shown in the Corporation’s books. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based.
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  (xi)           Notices of Record
Date.  In the event of (A) any taking by the Corporation of a
record of the holders of any class or series of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution or (B) any reclassification or recapitalization of the
capital stock of the Corporation, any merger or consolidation of the Corporation
or any transfer of all or substantially all of the assets of the Corporation to
any other corporation, entity or Person, or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, the Corporation shall
mail, via facsimile, regular or electronic mail or nationally recognized
overnight courier service, to each holder of Series C Preferred Stock at least
10 days prior to the record date specified therein, a notice specifying (1) the
date on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (2) the date on
which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective
and (3) the time, if any is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares,
of Common Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.
  (xii)           Fractional
Shares.  No fractional shares of Common Stock shall be issued
upon conversion of the Series C Preferred Stock.  All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of Series C Preferred Stock by a holder thereof shall be aggregated for
purposes of determining whether the conversion would result in the issuance of
any fractional share.  In lieu of any fractional shares to which the
holder would otherwise be entitled, the Corporation shall pay cash equal to the
product of such fraction multiplied by the fair market value of one share of the
Corporation’s Common Stock on the date of conversion, as determined in good
faith by the Board of Directors.
  (xiii)                      Reservation of 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 C
Preferred Stock, such number of shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of Series
C Preferred Stock.  If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of Series C Preferred Stock, the Corporation will
take such corporate action as may, in the opinion 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 purpose.
  (xiv)                      Notices. Any notice required
by the provisions of this paragraph (g) to be given to the holders of shares of
Series C Preferred Stock shall be deemed given (A) if deposited in the United
States mail, postage prepaid, or (B) if given by any other reliable or generally
accepted means (including by facsimile, electronic mail or by a nationally
recognized overnight courier service), in each case addressed to each holder of
record at his address (or facsimile number) appearing on the books of the
Corporation.
  (xv)           Payment of
Taxes.  The Corporation will pay all transfer taxes and other
governmental charges that may be imposed in respect of the issue or delivery of
shares of Common Stock upon conversion of shares of Series C Preferred
Stock.
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  (xvi)                      No Dilution or
Impairment.  The Corporation shall not amend its Certificate of
Incorporation or participate in any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, without the approval of at least 60% of the then outstanding Series
C Preferred Stock.
  (h)           No Reissuance of Preferred
Stock.  Any shares of Series C Preferred Stock acquired by the
Corporation by reason of purchase, conversion or otherwise shall be canceled,
retired and eliminated from the shares of Series C Preferred Stock that the
Corporation shall be authorized to issue.  All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock and
may be reissued as part of a new series of preferred stock subject to the
conditions and restrictions on issuance set forth in the Certificate of
Incorporation or in any certificate of designations creating a series of
preferred stock or any similar stock or as otherwise required by
law.
  (i)           Not
Redeemable.  The Series C Preferred Stock is not redeemable,
except that, in the event of a Change of Control that is deemed by the
Corporation to be a liquidation, dissolution or winding up of the Corporation
pursuant to Section 2(e)(iii) above, holders of at least 60% of the then
outstanding shares of Series C Preferred Stock can require redemption of
the Series C Preferred Stockat a redemption price
per share equal to the amount per share to which holders of Series C Preferred
Stock would be entitled upon a liquidation, dissolution or winding up pursuant
to Section 2(e)(i) or 2(e)(vii) above, as applicable (the “Redemption
Price”), and any
such shares of Series C Preferred Stock so requested to be redeemed, but not
repurchased on the designated repurchase date, will begin to accrue dividends at
an annual rate equal to 6% of the Redemption Price per share of Series C
Preferred Stock held, compounded semiannually from the date originally set for
redemption, and will at all times until actual redemption remain convertible
into Common Stock.
  (j)           Severability.  If
any right, preference or limitation of the Series C Preferred Stock set forth
herein is invalid, unlawful or incapable of being enforced by reason of any
rule, law or public policy, all other rights, preferences and limitations set
forth herein that can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall nevertheless remain in full
force and effect, and no right, preference or limitation herein shall be deemed
dependent upon any other such right, preference or limitation unless so
expressed herein.
  (c)           The
number of authorized shares of preferred stock of the Corporation is one billion
seven hundred million (1,700,000,000).  The number of shares of Series
C Preferred Stock, none of which has been issued, is 400,000,000.
  [Signature page to
follow]
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   The
undersigned declares under penalty of perjury that the matters set out in the
foregoing Certificate are true of his own knowledge.  Executed at San
Francisco, California, on January 9, 2009.
     
 Name: 
Rodney S. Rougelot
 Title: 
Chief Executive Officer and Secretary
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