Exhibit 3.1








AMENDED AND
RESTATED


CERTIFICATE OF
INCORPORATION


OF










YTB INTERNATIONAL,
INC.


(a Delaware
corporation)










YTB INTERNATIONAL,
INC., a
corporation organized and existing under the laws of the State of Delaware (the
“Corporation”),
hereby certifies as follows:





A. The
name of the Corporation is YTB International, Inc. The Corporation’s original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on January 4, 2005.





B. This
Amended and Restated Certificate of Incorporation was duly adopted in accordance
with Sections 242 and 245 of the General Corporation Law of the State of
Delaware.





C. The
text of the Certificate of Incorporation of this Corporation is hereby amended
and restated in its entirety as set forth in Exhibit A attached hereto.




IN WITNESS
WHEREOF, YTB
International, Inc. has caused this Amended and Restated Certificate of
Incorporation to be executed by the undersigned officer, thereunto duly
authorized, this ___th day of ___________, 2007.




YTB INTERNATIONAL,
      INC.
              a
      Delaware corporationBy:Name:Title:




1


EXHIBIT
A





ARTICLE I


NAME





The name
of this corporation is YTB International, Inc. (hereinafter, the “Corporation”).





ARTICLE II


NAME AND ADDRESS OF REGISTERED
AGENT





The
address of the Corporation’s registered office in the State of Delaware is 2711
Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is Corporation Service
Company.





ARTICLE III


NATURE OF
BUSINESS





The
nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware (the
“DGCL”).





ARTICLE IV


CAPITAL STOCK





Section 1 . Authorized
Shares . The
Corporation is authorized to issue 405,000,000 shares of capital stock, of which
400,000,000 shall be common stock, par value $0.001 per share, and 5,000,000
shall be Preferred Stock, par value $0.001 per share. Of the 400,000,000
authorized shares of common stock, 300,000,000 shares shall be Class A Common
Stock (the “Class A Common
Stock”) and 100,000,000 shares shall be Class B Common Stock (the
“Class B Common Stock”,
and together with the Class A Common Stock, the “Common Stock”). The number of
authorized shares of any class or classes of stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of at least a majority of the voting power of the issued and
outstanding shares of Common Stock of the Corporation, voting together as a
single class.





Section 2 . Common
Stock . A statement of the
designations of each class of Common Stock and the powers, preferences and
rights and qualifications, limitations or restrictions thereof is as
follows:





(a) Voting
Rights .





(i)
Except as otherwise provided herein or by applicable law, the holders of shares
of Class A Common Stock and Class B Common Stock shall at all times vote
together as one class on all matters (including the election of directors)
submitted to a vote or for the consent of the stockholders of the Corporation.





(ii) Each
holder of shares of Class A Common Stock shall be entitled to one-tenth (1/10)
vote for each share of Class A Common Stock held as of the applicable date on
any matter that is submitted to a vote or for the consent of the stockholders of
the Corporation.





(iii)
Each holder of shares of Class B Common Stock shall be entitled to one (1) vote
for each share of Class B Common Stock held as of the applicable date on any
matter that is submitted to a vote or for the consent of the stockholders of the
Corporation.


2





(b) Dividends . Subject
to the preferences applicable to any series of Preferred Stock, if any,
outstanding at any time, the holders of Class A Common Stock and the holders of
Class B Common Stock shall be entitled to share equally, on a per share basis,
in such dividends and other distributions of cash, property or shares of stock
of the Corporation as may be declared by the Board of Directors from time to
time with respect to the Common Stock out of assets or funds of the Corporation
legally available therefor; provided, however, that in the event that such
dividend is paid in the form of shares of Common Stock or rights to acquire
Common Stock, the holders of Class A Common Stock shall receive Class A Common
Stock or rights to acquire Class A Common Stock, as the case may be, and the
holders of Class B Common Stock shall receive Class B Common Stock or rights to
acquire Class B Common Stock, as the case may be.





(c) Liquidation . Subject
to the preferences applicable to any series of Preferred Stock, if any
outstanding at any time, in the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding up of the
Corporation, the holders of Class A Common Stock and the holders of Class B
Common Stock shall be entitled to share equally, on a per share basis, all
assets of the Corporation of whatever kind available for distribution to the
holders of Common Stock.





(d) Subdivision or
Combinations . If the
Corporation in any manner subdivides or combines the outstanding shares of one
class of Common Stock, the outstanding shares of the other class of Common Stock
will be subdivided or combined in the same manner.





(e) Equal
Status . Except
as expressly provided in this Article IV, Class A Common Stock and Class B
Common Stock shall have the same rights and privileges and rank equally, share
ratably and be identical in all respects as to all matters.





(f) Conversion of Class B Common
stock into Class A Common Stock.





(i) Definitions. As used
in this Section 2(f), the following terms shall have the following
meanings:





(1)
“Class B Stockholder”
shall mean (a) any record holder of a share of Class B Common Stock at the
Effective Time, (b) a Permitted Entity that receives Transferred shares of Class
B Common Stock (or securities convertible into or exchangeable for shares of
Class B Common Stock) following the Effective Time, (c) a natural person who
receives Transferred shares of Class B Common Stock (or securities convertible
into or exchangeable for shares of Class B Common Stock) from a Class B
Stockholder following the Effective Time pursuant to a bona
fide gift that does not involve the payment of cash, securities, property or
other consideration by the recipient of the shares of Class B Common
Stock (or
other such convertible or exchangeable securities), (d) a natural person or
entity that receives Transferred shares of Class B Common Stock (or securities
convertible into or exchangeable for shares of Class B Common Stock) following
the Effective Time by will or as a result of the operation of the laws of
descent and distribution, and (e) the initial record holder of any shares
of Class B Common Stock that are originally issued by the Corporation after the
Effective Time.





(2)
“Effective Time” shall
mean the time at which all outstanding shares of the Corporation’s common stock,
par value $0.001 per share, that were issued pursuant to the Corporation’s
original Certificate of Incorporation are reclassified as shares of Class B
Common Stock as authorized under the provisions of this Amended and Restated
Certificate of Incorporation.


3


(3) “Permitted Entity” shall
mean, with respect to any Class B
Stockholder who is a
natural person , any
trust, account, plan, corporation, partnership, or limited liability company
specified in , and
meeting the
requirements of Section
2(f)(iii)(3).





(4)
“Transfer” of a share of
Class B Common Stock shall mean any sale, assignment, transfer, conveyance,
hypothecation or other transfer or disposition of such share or any legal or
beneficial interest in such share, whether or not for value and whether
voluntary or involuntary or by operation of law. A “Transfer” shall also
include, without limitation, a transfer of a share of Class B Common Stock to a
broker or other nominee (regardless of whether or not there is a corresponding
change in beneficial ownership), or the transfer of, or entering into a binding
agreement with respect to, Voting Control over a share of Class B Common Stock
by proxy or otherwise; provided, however, that the following shall not be
considered a “Transfer” within the meaning of this Section
2(f)(i)(4):





(a) the
granting of a proxy to officers or directors of the Corporation at the request
of the Board of Directors of the Corporation in connection with actions to be
taken at an annual or special meeting of stockholders (or via a consent in lieu
of meeting thereof);





(b)
entering into a voting trust, agreement or arrangement (with or without granting
a proxy) solely with stockholders who are Class B Stockholders, that (A) is
disclosed either in a Schedule 13D filed with the Securities and Exchange
Commission or in writing to the Secretary of the Corporation, (B) either has a
term not exceeding one (1) year or is terminable by the Class B Stockholder at
any time and (C) does not involve any payment of cash, securities, property or
other consideration to the Class B Stockholder other than the mutual promise to
vote shares in a designated manner; or





(c) the
pledge of shares of Class B Common Stock by a Class B Stockholder that creates a
mere security interest in such shares pursuant to a bona fide loan or
indebtedness transaction so long as the Class B Stockholder continues to
exercise Voting Control over such pledged shares; provided, however, that a
foreclosure on such shares of Class B Common Stock or other similar action by
the pledgee shall constitute a “Transfer.”





(5)
“Voting Control” with
respect to a share of Class B Common Stock shall mean the power (whether
exclusive or shared) to vote or direct the voting of such share of Class B
Common Stock by proxy, voting agreement or otherwise.





(ii)
Optional
Conversion. Each share of Class B Common Stock shall be convertible into
one (1) fully paid and nonassessable share of Class A Common Stock at the option
of the holder thereof at any time upon written notice to the transfer agent of
the Corporation.





(iii) 
Automatic
Conversion. Each share of Class B Common Stock shall automatically,
without any further action, convert into one (1) fully paid and nonassessable
share of Class A Common Stock upon a Transfer of such share, other than a
Transfer:





(1) from
a Class B Stockholder to another person or entity via a bona fide gift that does
not involve the payment of cash, securities, property or other consideration by
the recipient of the shares of Class B Common Stock.


4





(2) by a
Class B Stockholder who is a natural person, to another person or entity, by
will or via the laws of descent and distribution.





(3) by a
Class B Stockholder who is a natural person to any of the following Permitted
Entities, and from any of the following Permitted Entities back to such Class B
Stockholder and/or any other Permitted Entity established by or for such Class B
Stockholder:





(a) a
trust for the benefit of such Class B Stockholder and for the benefit of no
other person, provided such Transfer does not involve any payment of cash,
securities, property or other consideration (other than an interest in such
trust) to the Class B Stockholder and, provided, further, that in the event such
Class B Stockholder is no longer the exclusive beneficiary of such trust, each
share of Class B Common Stock then held by such trust shall automatically
convert into one (1) fully paid and nonassessable share of Class A Common Stock;





(b) a
trust for the benefit of persons other than the Stockholder so long as the Class
B Stockholder has sole dispositive power and exclusive Voting Control with
respect to the shares of Class B Common Stock held by such trust, provided such
Transfer does not involve any payment of cash, securities, property or other
consideration (other than an interest in such trust) to the Class B Stockholder,
and, provided, further, that in the event the Class B Stockholder no longer has
sole dispositive power and exclusive Voting Control with respect to the shares
of Class B Common Stock held by such trust, each share of Class B Common Stock
then held by such trust shall automatically convert into one (1) fully paid and
nonassessable share of Class A Common Stock;





(c) a
trust under the terms of which such Class B Stockholder has retained a
“qualified interest” within the meaning of Section 2702(b)(1) of the Internal
Revenue Code and/or a reversionary interest so long as the Class B Stockholder
has sole dispositive power and exclusive Voting Control with respect to the
shares of Class B Common Stock held by such trust; provided, however, that in
the event the Class B Stockholder no longer has sole dispositive power and
exclusive Voting Control with respect to the shares of Class B Common Stock held
by such trust, each share of Class B Common Stock then held by such trust shall
automatically convert into one (1) fully paid and nonassessable share of Class A
Common Stock;





(d) an
Individual Retirement Account, as defined in Section 408(a) of the Internal
Revenue Code, or a pension, profit sharing, stock bonus or other type of plan or
trust of which such Class B Stockholder is a participant or beneficiary and
which satisfies the requirements for qualification under Section 401 of the
Internal Revenue Code; provided that in each case such Class B Stockholder has
sole dispositive power and exclusive Voting Control with respect to the shares
of Class B Common Stock held in such account, plan or trust, and provided,
further, that in the event the Class B Stockholder no longer has sole
dispositive power and exclusive Voting Control with respect to the shares of
Class B Common Stock held by such account, plan or trust, each share of Class B
Common Stock then held by such trust shall automatically convert into one (1)
fully paid and nonassessable share of Class A Common Stock;





(e) a
corporation in which such Class B Stockholder directly, or indirectly through
one or more Permitted Entities, owns shares with sufficient Voting Control in
the corporation, or otherwise has legally enforceable rights, such that the
Class B Stockholder retains sole dispositive power and exclusive Voting Control
with respect to the shares of Class B Common Stock held by such corporation;
provided that in the event the Class B Stockholder no longer owns sufficient
shares or has sufficient legally enforceable rights to enable the Class B
Stockholder to retain sole dispositive power and exclusive Voting Control with
respect to the shares of Class B Common Stock held by such corporation, each
share of Class B Common Stock then held by such corporation shall automatically
convert into one (1) fully paid and nonassessable share of Class A Common
Stock;


5





(f) a
partnership in which such Class B Stockholder directly, or indirectly through
one or more Permitted Entities, owns partnership interests with sufficient
Voting Control in the partnership, or otherwise has legally enforceable rights,
such that the Class B Stockholder retains sole dispositive power and exclusive
Voting Control with respect to the shares of Class B Common Stock held by such
partnership; provided that in the event the Class B Stockholder no longer owns
sufficient partnership interests or has sufficient legally enforceable rights to
enable the Class B Stockholder to retain sole dispositive power and exclusive
Voting Control with respect to the shares of Class B Common Stock held by such
partnership, each share of Class B Common Stock then held by such partnership
shall automatically convert into one (1) fully paid and nonassessable share of
Class A Common Stock; or





(g) a
limited liability company in which such Class B Stockholder directly, or
indirectly through one or more Permitted Entities, owns membership interests
with sufficient Voting Control in the limited liability company, or otherwise
has legally enforceable rights, such that the Class B Stockholder retains sole
dispositive power and exclusive Voting Control with respect to the shares of
Class B Common Stock held by such limited liability company; provided that in
the event the Class B Stockholder no longer owns sufficient membership interests
or has sufficient legally enforceable rights to enable the Class B Stockholder
to retain sole dispositive power and exclusive Voting Control with respect to
the shares of Class B Common Stock held by such limited liability company, each
share of Class B Common Stock then held by such limited liability company shall
automatically convert into one (1) fully paid and nonassessable share of Class A
Common Stock.





(iv)
Policies and Procedures
Concerning Conversion.The Corporation may, from time to time,
establish such policies and procedures relating to the conversion of the Class B
Common Stock to Class A Common Stock and the general administration of this dual
class common stock structure, including the issuance of stock certificates with
respect thereto, as it may deem necessary or advisable, and may request that
holders of shares of Class B Common Stock furnish affidavits or other proof to
the Corporation as it deems necessary to verify the ownership of Class B Common
Stock and to confirm that a conversion to Class A Common Stock has not occurred.
A determination by the Secretary of the Corporation that a Transfer results in a
conversion to Class A Common Stock shall be conclusive.





(v) Effects of
Conversion.In
the event of a conversion of shares of Class B Common Stock to shares of Class A
Common Stock pursuant to this Section 2, such conversion shall be deemed to have
been made at the time that the Transfer of such shares occurred. Upon any
conversion of Class B Common Stock to Class A Common Stock, all rights of the
holder of shares of Class B Common Stock shall cease and the person or persons
in whose names or names the certificate or certificates representing the shares
of Class A Common Stock are to be issued shall be treated for all purposes as
having become the record holder or holders of such shares of Class A Common
Stock. Shares of Class B Common Stock that are converted into shares of Class A
Common Stock as provided in this Section 2 shall be retired and may not be
reissued.





(g) Reservation of
Stock . The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Class A Common Stock, solely for the purpose of effecting
the conversion of the shares of Class B Common Stock, such number of its shares
of Class A Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Class B Common Stock into shares of
Class A Common Stock.


6





Section 3 . Change in Control
Transaction . The
Corporation shall not consummate a Change in Control Transaction that is not
approved by the Corporation’s Board of Directors without first obtaining the
affirmative vote, at a duly called annual or special meeting of the stockholders
of the Corporation, of the holders of the greater of: (A) a majority of the
voting power of the issued and outstanding shares of capital stock of the
Corporation then entitled to vote thereon, voting together as a single class,
and (B) sixty-six percent (66%) of the voting power of the shares of capital
stock present in person or represented by proxy at the stockholder meeting
called to consider the Change in Control Transaction and entitled to vote
thereon, voting together as a single class. Any Change in Control Transaction
approved by the Corporation’s Board of Directors shall require the approval of
the Corporation’s stockholders only to the extent required under the DGCL. For
the purposes of this section, a “Change in Control Transaction”
means the occurrence of any of the following events:





(a) the
sale, encumbrance or disposition (other than non-exclusive licenses in the
ordinary course of business and the grant of security interests in the ordinary
course of business) by the Corporation of all or substantially all of the
Corporation’s assets;





(b) the
merger or consolidation of the Corporation with or into any other corporation or
entity, other than a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) more than fifty percent (50%)
of the total voting power represented by the voting securities of the
Corporation or such surviving entity or its parent outstanding immediately after
such merger or consolidation; or





(c) the
issuance by the Corporation, in a transaction or series of related transactions,
of voting securities representing more than two percent (2%) of the total voting
power of the Corporation before such issuance, to any person or persons acting
as a group as contemplated in Rule 13d-5(b) under the Securities Exchange Act of
1934, as amended (or any successor provision) such that, following such
transaction or related transactions and as a result thereof, such person or
group of persons would hold more than fifty percent (50%) of the total voting
power of the Corporation, after giving effect to such issuance.





Section 4 . Preferred
Stock .




(a)Designation of Relative
Rights, Preferences and Qualifications.  The Board
of Directors of the
Corporation is
authorized, subject to limitations
prescribed by law and the
provisions of this Article , to
provide for the issuance from time
to time in one or more series of any number of the shares
of Preferred Stock ,
and , by
filing a certificate pursuant to the DGCL, to
establish the
number of shares to be included in each such series, and to fix the designation, relative
rights ,
preferences, qualifications
and limitations of the
shares of each such series . The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, determination of the following:





(i) The
number of shares constituting that series and distinctive designation of that
series;





(ii) The
dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and whether they shall be
payable in preference to, or in another relation to, the dividends payable on
any other class or classes or series of stock;





(iii)  Whether
that series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;





(iv)
Whether that series shall have conversion or exchange privileges, and, if so,
the terms and conditions of such conversion or exchange, including provision for
adjustment of the conversion or exchange rate in such events as the Board of
Directors shall determine;





(v)
Whether or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the manner of selecting
shares for redemption if less than all shares are to be redeemed, the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different conditions
and at different redemption dates;





(vi)
Whether that series shall be entitled to the benefit of a sinking fund to be
applied to the purchase or redemption of shares of that series, and, if so, the
terms and amounts of such sinking fund;





(vii) The
right of the shares of that series to the benefit of conditions and restrictions
upon the creation of indebtedness of the Corporation or any subsidiary, upon the
issue of any additional stock (including additional shares of such series or of
any other series) and upon the payment of dividends or the making of other
distributions on, and the purchase or redemption or other acquisition by the
Corporation or any subsidiary of any outstanding stock of the
Corporation;





(viii)
The rights of the shares of that series in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation and
whether such rights shall be in preference to, or in another relation to, the
comparable rights of any other class or classes or series of stock;
and





(ix) Any
other relative, participating, optional or other special rights, qualifications,
limitations or restrictions of that series.





(b) Status of Redeemed Shares of
Preferred Stock. Shares of
any series of Preferred Stock which have been redeemed (whether through the
operation of a sinking fund or otherwise) or which, if convertible or
exchangeable, have been converted into or exchanged for shares of stock of any
other class or classes shall have the status of authorized and unissued shares
of Preferred Stock of the same series and may be reissued as a part of the
series of which they were originally a part or may be reclassified and reissued
as part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors or as part of any other series of
Preferred Stock, all subject to the conditions and the restrictions on issuance
set forth in the resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of Preferred Stock.




7





ARTICLE V


DURATION OF
EXISTENCE





The
Corporation is to have perpetual existence.





ARTICLE VI


MANAGEMENT





Section 1 . The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by statute or by this Amended and Restated
Certificate of Incorporation or the By-Laws of the Corporation, the directors
are hereby empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation.





Section 2 . In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to adopt, alter, amend or repeal the
By-Laws of the Corporation. The affirmative vote of at least a majority of the
Board of Directors then in office shall be required in order for the Board of
Directors to adopt, amend, alter or repeal the Corporation’s By-Laws. The
Corporation’s By-Laws may also be adopted, amended, altered or repealed by the
stockholders of the Corporation. Notwithstanding the above or any other
provision of this Amended and Restated Certificate of Incorporation, the By-Laws
of the Corporation may not be amended, altered or repealed except in accordance
with Article VIII, Section 4 of the By-Laws. No By-Law hereafter legally
adopted, amended, altered or repealed shall invalidate any prior act of the
directors or officers of the Corporation that would have been valid if such
By-Law had not been adopted, amended, altered or repealed.





Section 3 . The
directors shall be classified, with respect to the term for which they severally
hold office, into three classes, as nearly equal in number as possible, the
first class, designated “Class I,” to hold office initially for a term expiring
at the annual meeting of stockholders to be held in 2008, the second class,
designated “Class II,” to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 2009, and the third class,
designated “Class III,” to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 2010, with members of each class to
hold office until their successors are elected and qualified. At each annual
meeting of the stockholders of the Corporation, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. Election of directors need not be by
written ballot unless the By-Laws of the Corporation shall so
provide.





Section 4 . No
stockholder will be permitted to cumulate votes at any election of
directors.





Section 5 . The
number of directors that constitute the whole Board of Directors shall be fixed
exclusively in the manner designated in the By-Laws of the Corporation.




ARTICLE VII


LIABILITY OF
DIRECTORS





Section 1 . To the
fullest extent permitted by the DGCL as the same exists or as may hereafter be
amended, a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated to the fullest extent
permitted by the DGCL, as so amended.


8





Section 2 . The
Corporation may indemnify to the fullest extent permitted by law any person made
or threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he, she, his
or her testator or intestate is or was a director, officer, employee or agent at
the request of the Corporation or any predecessor to the Corporation or serves
or served at any other enterprise as a director, officer, employee or agent at
the request of the Corporation or any predecessor to the
Corporation.





Section 3 . Neither
any amendment or repeal of any Section of this Article VII, nor the adoption of
any provision of this Amended and Restated Certificate of Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect of this
Article VII, in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article VII, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.





ARTICLE VIII


STOCKHOLDER MEETINGS; CORPORATION’S
BOOKS





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





ARTICLE IX


BOARD VACANCIES; REMOVAL OF
DIRECTORS





Section 1 . Except
as otherwise provided for or fixed by or pursuant to the provisions of Article
IV hereof in relation to the rights of the holders of Preferred Stock to elect
directors under specified circumstances, newly created directorships resulting
from any increase in the number of directors, created in accordance with the
By-Laws of the Corporation, and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause
shall be filled only by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors, or by a sole remaining director. Any director elected in accordance
with the preceding sentence shall hold office until the expiration of the term of the class to which he or she has been
elected (in
accordance with the Corporation’s By-Laws) and until such director’s successor
shall have been elected and qualified, or until such director’s earlier death,
resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.





Section 2 . Any
director or the entire Board of Directors may be removed from office at any
time, with or without cause, by the affirmative vote of the holders of at least
a majority of the voting power of the issued and outstanding shares of capital
stock of the Corporation then entitled to vote in the election of
directors.





ARTICLE X


STOCKHOLDER
NOMINATIONS





Advance
notice of new business and stockholder nominations for the election of directors
shall be given in the manner and to the extent provided in the By-Laws of the
Corporation.


9





ARTICLE XI


AMENDMENT OF CERTIFICATE OF
INCORPORATION





The
Corporation reserves the right to amend or repeal any provision contained in
this Amended and Restated Certificate of Incorporation in the manner prescribed
by the laws of the State of Delaware and all rights conferred upon stockholders
are granted subject to this reservation; provided, however, that notwithstanding
any other provision of this Amended and Restated Certificate of Incorporation,
or any provision of law that might otherwise permit a lesser vote or no vote,
but in addition to any vote of the holders of any class or series of the stock
of the Corporation, and, as applicable, such other approvals of the Board of
Directors of the Corporation, as are required by law or by this Amended and
Restated Certificate of Incorporation, the consent of a majority of the members
of the Board of Directors then in office, and the affirmative vote of the
greater of: (A) a majority of the voting power of the issued and outstanding
shares of capital stock of the Corporation then entitled to vote thereon, voting
together as a single class, and (B) sixty-six percent (66%) of the voting power
of the shares of capital stock present in person or represented by proxy, voting
as a single class, shall be required to amend or repeal Article IV, Section 3 of
this Amended and Restated Certificate of Incorporation.


ARTICLE XII
 COMPROMISE WITH
CREDITORS
 
 Whenever
a compromise or arrangement is proposed between the Corporation and its
creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of the DGCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for this Corporation under the provisions of
Section 279 of the DGCL, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.






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