GLEN
ROSE PETROLEUM CORPORATION

    


    AMENDED
AND RESTATED

    


    CERTIFICATE
OF DESIGNATION OF PREFERENCES,

    RIGHTS
AND LIMITATIONS

    OF

    SERIES
D CONVERTIBLE PREFERRED STOCK

    


    PURSUANT
TO SECTION 151 OF THE

    DELAWARE
GENERAL CORPORATION LAW

    


            The
undersigned, Andrew Taylor-Kimmins, does hereby certify that:

    


                    1.
He is the President and CEO of Glen Rose Petroleum Corporation, a Delaware
corporation (the “Corporation”).

    


                    2.
The Corporation is authorized to issue 1,000,000 shares of preferred stock, of
which at least 15,000 shares have not been issued.

    


                    3.
The following resolutions were duly adopted by the board of directors of the
Corporation (the “Board of
Directors”):

    


            WHEREAS,
the certificate of incorporation of the Corporation provides for a class of its
authorized stock known as preferred stock, issuable from time to time in one or
more series;

    


            WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate,
voting rights, conversion rights, rights and terms of redemption and liquidation
preferences of any wholly unissued series of preferred stock and the number of
shares constituting any series and the designation thereof, of any of them;
and

    


            WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as
aforesaid, to fix the rights, preferences, restrictions and other matters
relating to a new series of the preferred stock, which shall consist of, 15,000
shares of the preferred stock which the Corporation has the authority to issue,
to be designated as “Series D Convertible Preferred Stock”, and

    


            WHEREAS,
on or about December 22, 2010, the Board of Directors caused to be filed with
the Secretary of State of the State of Delaware a Certificate of Designation of
Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the
“Original Designation”); and

    


            WHEREAS,
the Board of Directors wishes to Amend and Restate the Original Designation in
its entirety as set forth herein;

    


            NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for
the issuance of a series of preferred stock for cash or exchange of other
securities, rights or property and does hereby fix and determine the rights,
preferences, restrictions and other matters relating to such series of preferred
stock as follows:


    
      
         


      

      
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    TERMS
OF PREFERRED STOCK

    


    Section
1.          Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. For the purposes hereof, the following terms shall have the following
meanings:

    


    “Business
Day” means any day except Saturday, Sunday, any day which shall be a
federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other
governmental action to close.

    


    “Buy-In”
shall have the meaning set forth in Section 6(c)(iii).

    


    “Commission”
means the Securities and Exchange Commission.

    


    “Common
Stock” means the Corporation’s common stock, par value $0.001 per share,
and stock of any other class of securities into which such securities may
hereafter be reclassified or changed into.

    


    “Common
Stock Equivalents” means any securities of the Corporation or the
Subsidiaries which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

    


    “Conversion
Date” shall have the meaning set forth in Section 6(a).

    


    “Conversion
Shares” means, collectively, the shares of Common Stock issuable upon
conversion of the shares of Preferred Stock in accordance with the terms
hereof.

    


    “Effective
Date” means the date that this Certificate of Designation is
effective.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.

    


     “Fundamental
Transaction” shall have the meaning set forth in Section
7(c).

     

    “Holder”
shall have the meaning given such term in Section 2.

    


    “Liquidation”
shall have the meaning set forth in Section 5.

    


     “New York
Courts” shall have the meaning set forth in Section 9(d).

    


    “Other
Securities” means the Common Stock and all other Common Stock Equivalents
or other securities of the Corporation.


    
      
         


      

      
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    “Per Share
Purchase Price” equals $300, for each share of Series D Convertible
Preferred Stock; provided, however, that for purposes of the Certificate of
Designation of Preferences, Rights and Limitations of the Series D Convertible
Preferred Stock, it shall mean $0.30 per share of the Company’s common stock
(the “Conversion
Price”) as of the date hereof, and otherwise refers to the price per
share of the Company’s common stock, subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this
Agreement.

     

    “Preferred
Stock” shall have the meaning set forth in Section 2.

    


    “Purchase
Agreement” means the Application Form, dated on or
about  January 7, 2011, between the Corporation and the original
Holder, as amended, modified or supplemented from time to time in accordance
with its terms.

    


    “Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

    


    “Share
Delivery Date” shall have the meaning set forth in Section
6(c).

    


    “Subsidiary”
shall have the meaning set forth in the Purchase Agreement.

    


    “Trading
Day” means a day on which the New York Stock Exchange is open for
business.

    


    “Trading
Market” means the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the American
Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ
Global Select Market, the New York Stock Exchange or the OTC Bulletin
Board.

    


    “Transaction
Documents” shall mean the Purchase Agreement, together
with  the Series X Warrants and the Series XI Warrants.

    


    “Warrants”
shall mean the Series X Warrants of the Corporation and the Series XI Warrants
of the Corporation.

    


    Section
2.          Designation, Amount and Par
Value. The series of preferred stock designated by this Certificate shall
be designated as the Corporation’s Series D Convertible Preferred Stock (the
“Preferred
Stock”) and the number of shares so designated shall be 15,000 (which
shall not be subject to increase without the written consent of the holders of
the issued and outstanding Preferred Stock (each, a “Holder”
and collectively, the “Holders”)).
Each share of Preferred Stock shall have a par value of $0.001 per
share.

    


    Section
3.          Dividends.  Holders
shall not be entitled to receive any dividends in respect of
the  Preferred Stock, unless and until specifically declared by the
Board of Directors of the Corporation to be payable to the Holders of
the  Preferred Stock.


    
      
         


      

      
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    Section.
4. Voting
Rights. Each share of the Preferred Stock shall have 1,000 votes and
shall vote in the same class as the common shares. However, as long as any
shares of Preferred Stock are outstanding, the Corporation shall not, without
the affirmative vote of the Holders of a majority of the then outstanding shares
of the Preferred Stock, (a) alter or change adversely the powers, preferences or
rights given to the Preferred Stock or alter or amend this Certificate of
Designation, (b) amend its certificate of incorporation or other charter
documents in any manner that adversely affects any rights of the Holders, (c)
increase the number of authorized shares of Preferred Stock, or (d) enter into
any agreement with respect to any of the foregoing; provided, however, that the
Corporation shall proceed to file an amendment to its certificate of
incorporation that will increase the number of authorized common shares from 20
million shares to not less than 125 million shares nor more than 150 million
shares and the number of authorized preferred shares from 1 million shares to 5
million shares.

    


    Section
5.          Liquidation. Except
as otherwise required by law, the Preferred Stock shall not have any preference
upon any liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary (a “Liquidation”)
but shall be treated pari passu with all other
preferred and common shares of the Corporation.

    


    Section
6.          Conversion.

    


    a)           Conversions at Option of
Holder. Each share of Preferred Stock will automatically convert into
1,000 shares of Common Stock (the “Conversion
Ratio”) on the date (the “Conversion
Date”) that the Secretary of State of the State of Delaware confirms the
filing of an amendment to the Corporation’s Articles of Incorporation increasing
its authorized common stock to not less than 125 million shares nor more than
150 million shares.

    


    b)           The
Common Stock issued to each Holder upon conversion of the Preferred Stock will
bear the following legend:

    


    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED THEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  ACCORDINGLY,
NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.


    
      
         


      

      
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    c)           Mechanics of
Conversion

    


    i.          Delivery of Certificate Upon
Conversion. Not later than three Trading Days after the Conversion Date
(the “Share
Delivery Date”), the Corporation shall deliver, or cause to be delivered,
to the converting Holder a certificate or certificates which, on or after the
Effective Date, shall contain appropriate restrictive legends and trading
restrictions representing the number of Conversion Shares being acquired upon
the conversion of shares of Preferred Stock. In the event of a conversion on or
after the date that is 190 days after the issuance of the Preferred Stock, the
Corporation shall, upon request of such Holder, use its best efforts to deliver
any certificate or certificates required to be delivered by the Corporation
under this Section 6 electronically through the Depository Trust Company or
another established clearing corporation performing similar
functions.

    


    ii.         Obligation Absolute; Partial
Liquidated Damages.  The Corporation’s obligation to issue and
deliver the Conversion Shares upon conversion of Preferred Stock in accordance
with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by a Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by such Holder or any other
Person of any obligation to the Corporation or any violation or alleged
violation of law by such Holder or any other person, and irrespective of any
other circumstance which might otherwise limit such obligation of the
Corporation to such Holder in connection with the issuance of such Conversion
Shares; provided, however, that such
delivery shall not operate as a waiver by the Corporation of any such action
that the Corporation may have against such Holder.  The Corporation
may not refuse conversion based on any claim that such Holder or any one
associated or affiliated with such Holder has been engaged in any violation of
law, agreement or for any other reason, unless an injunction from a court, on
notice to Holder, restraining and/or enjoining conversion of all or part of the
Preferred Stock of such Holder shall have been sought and obtained, and the
Corporation posts a surety bond for the benefit of such Holder in the amount of
150% of the value of the Conversion Shares into which would be converted the
Preferred Stock which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the underlying dispute
and the proceeds of which shall be payable to such Holder to the extent it
obtains judgment.  In the absence of such injunction, the Corporation
shall issue Conversion Shares and, if applicable, cash, upon a properly noticed
conversion. If the Corporation fails to deliver to a Holder such certificate or
certificates pursuant to Section 6(c) (i) on the fifth (5th)
Trading Day after the Share Delivery Date applicable to such conversion, the
Corporation shall pay to such Holder, in cash, as liquidated damages and not as
a penalty, for each share of Preferred Stock being converted, $3.00 per Trading
Day for each Trading Day after such fifth (5th)
Trading Day after the Share Delivery Date until such certificates are delivered.
Nothing herein shall limit a Holder’s right to pursue actual damages for the
Corporation’s failure to deliver Conversion Shares within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief.  The Exercise of any
such rights shall not prohibit a Holder from seeking to enforce damages pursuant
to any other Section hereof or under applicable law.


    
      
         


      

      
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    iii.        Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Conversion. If the
Corporation fails to deliver to a Holder the applicable certificate or
certificates by the Share Delivery Date pursuant to Section 6(c)(i), and if
after such Share Delivery Date such Holder is required by its brokerage firm to
purchase (in an open market transaction or otherwise), or the Holder’s brokerage
firm purchases, shares of Common Stock to deliver in satisfaction of a sale by
such Holder of the Conversion Shares which such Holder was entitled to receive
upon the conversion relating to such Share Delivery Date (a “Buy-In”),
then the Corporation shall (A) pay in cash to such Holder (in addition to any
other remedies available to or elected by such Holder) the amount by which (x)
such Holder’s total purchase price (including any brokerage commissions) for the
shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that such Holder was entitled to receive from
the conversion at issue multiplied by (2) the actual sale price at which the
sell order giving rise to such purchase obligation was executed (including any
brokerage commissions) and (B) at the option of such Holder, either reissue (if
surrendered) the shares of Preferred Stock equal to the number of shares of
Preferred Stock submitted for conversion or deliver to such Holder the number of
shares of Common Stock that would have been issued if the Corporation had timely
complied with its delivery requirements under Section 6(c)(i). For example, if a
Holder purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of shares of Preferred
Stock with respect to which the actual sale price (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000
under clause (A) of the immediately preceding sentence, the Corporation shall be
required to pay such Holder $1,000. The Holder shall provide the Corporation
written notice indicating the amounts payable to such Holder in respect of the
Buy-In and, upon request of the Corporation, evidence of the amount of such
loss. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the
Corporation’s failure to timely deliver certificates representing shares of
Common Stock upon conversion of the shares of Preferred Stock as required
pursuant to the terms hereof.

    


    iv.        Shares Issuable Upon
Conversion. The Corporation covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid and nonassessable.


    
      
         


      

      
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    v.         Fractional Shares. No
fractional shares or scrip representing fractional shares shall be issued upon
the conversion of the Preferred Stock.   As to any fraction of a
share which a Holder would otherwise be entitled to purchase upon such
conversion, the Corporation shall at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.

    


    vi.        Transfer
Taxes.  The issuance of certificates for shares of the Common
Stock on conversion of this Preferred Stock shall be made without charge to any
Holder for any documentary stamp or similar taxes that may be payable in respect
of the issue or delivery of such certificates, provided that the Corporation
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holders of such shares of Preferred
Stock and the Corporation shall not be required to issue or deliver such
certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction of the Corporation that such tax has been
paid.

    


    Section
7.          Certain
Adjustments.

    


    a)           Stock Dividends and Stock
Splits.  If the Corporation, at any time while this Preferred
Stock is outstanding: (A) pays a stock dividend or otherwise makes a
distribution or distributions payable in shares of Common Stock on shares of
Common Stock or any other Common Stock Equivalents (which, for avoidance of
doubt, shall not include any shares of Common Stock issued by the Corporation
upon conversion of, or payment of a dividend on, this Preferred Stock); (B)
subdivides outstanding shares of Common Stock into a larger number of shares;
(C) combines (including by way of a reverse stock split) outstanding shares of
Common Stock into a smaller number of shares; or (D) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of
the Corporation, then the Conversion Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock (excluding any
treasury shares of the Corporation) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock, or
in the event that clause (D) of this Section 7(a) shall apply shares of
reclassified capital stock, outstanding immediately after such
event.  Any adjustment made pursuant to this Section 7(a) shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or re-classification.

    


    b)           [RESERVED];

     

    
      
        
           


        

        
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    c)           Fundamental
Transaction. If, at any time while this Preferred Stock is outstanding,
(A) the Corporation effects any merger or consolidation of the Corporation with
or into another Person, (B) the Corporation effects any sale of all or
substantially all of its assets in one transaction or a series of related
transactions, (C) any tender offer or exchange offer (whether by the Corporation
or another Person) is completed pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, cash or
property, or (D) the Corporation effects any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property
(in any such case, a “Fundamental
Transaction”), then, upon any subsequent conversion of this Preferred
Stock, the Holders shall have the right to receive, for each Conversion Share
that would have been issuable upon such conversion immediately prior to the
occurrence of such Fundamental Transaction, the same kind and amount of
securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of one share of Common Stock (the
“Alternate
Consideration”).  For purposes of any such conversion, the
determination of the Conversion Ratio shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Corporation shall adjust the Conversion Ratio in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration.  If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holders shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Preferred Stock following
such Fundamental Transaction.  To the extent necessary to effectuate
the foregoing provisions, any successor to the Corporation or surviving entity
in such Fundamental Transaction shall file a new Certificate of Designation with
the same terms and conditions and issue to the Holders new preferred stock
consistent with the foregoing provisions and evidencing the Holders’ right to
convert such preferred stock into Alternate Consideration. The terms of any
agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the
provisions of this Section 7(c) and insuring that this Preferred Stock (or any
such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.

    


    d)           Calculations.  All
calculations under this Section 7 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.  For purposes of this
Section 7, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the sum of the number of shares of
Common Stock (excluding any treasury shares of the Corporation) issued and
outstanding.

    


    e)           Notice to the
Holders.

    


    i.          Adjustment to Conversion
Ratio.  Whenever the Conversion Ratio is adjusted pursuant to
any provision of this Section 7, the Corporation shall promptly deliver to each
Holder a notice setting forth the Conversion Ratio after such adjustment and
setting forth a brief statement of the facts requiring such
adjustment.


    
      
         


      

      
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    ii.         Notice to Allow
Participation by Holder.  If (A) the Corporation shall declare
a dividend (or any other distribution in whatever form) on the Common Stock, (B)
the Corporation shall declare a special nonrecurring cash dividend on or a
redemption of the Common Stock, (C) the Corporation shall authorize the granting
to all holders of the Common Stock of rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the
approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to
which the Corporation is a party, any sale or transfer of all or substantially
all of the assets of the Corporation, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property or (E) the
Corporation shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation, then, in each case,
the Corporation shall cause to be filed at each office or agency maintained for
the purpose of conversion of this Preferred Stock, and shall cause to be
delivered to each Holder at its last address as it shall appear upon the stock
books of the Corporation, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange, provided that the failure to deliver such
notice or any defect therein or in the delivery thereof shall not affect the
validity of the corporate action required to be specified in such
notice.  Each Holder shall have the same rights in respect of any of
the above as the holder of Common Stock, as if the Preferred Stock had been
converted on the date that such notice is delivered to the holders of the Common
Stock and Preferred Stock.

    


    Section
8.          Negative
Covenants.  As long as any shares of Preferred Stock are
outstanding, unless the holders of the then issued and outstanding shares of
Preferred Stock shall have otherwise given prior written consent, the
Corporation shall not, and shall not permit any of its subsidiaries (whether or
not a Subsidiary on the Effective Date) to, directly or indirectly, amend this Certificate of Designation.


    
      
         


      

      
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    Section
9.          Miscellaneous.

    


    a)           Notices.  Any
and all notices or other communications or deliveries to be provided by the
Holders hereunder including, without limitation, any Notice of Conversion, shall
be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service, addressed to the Corporation, at the
address set forth above, facsimile number +41 22 819 1996, Attention: Chief Financial Officer
or such other facsimile number or address as the Corporation may specify
for such purposes by notice to the Holders delivered in accordance with this
Section.  Any and all notices or other communications or deliveries to
be provided by the Corporation hereunder shall be in writing and delivered
personally, by facsimile, or sent by a nationally recognized overnight courier
service addressed to each Holder at the facsimile number or address of such
Holder appearing on the books of the Corporation, or if no such facsimile number
or address appears on the books of the Corporation, at the principal place of
business of the Holders.  Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section prior to 5:30 p.m.
(New York City time) on any date, (ii) the date immediately following the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section between 5:30 p.m. and 11:59 p.m.
(New York City time) on any date, (iii) the second Business Day following the
date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be
given.

    


    b)           Absolute Obligation.
Except as expressly provided herein, no provision of this Certificate of
Designation shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay liquidated damages, accrued dividends and
accrued interest, as applicable, on the shares of Preferred Stock at the time,
place, and rate, and in the coin or currency, herein prescribed.

    


    c)           Lost or Mutilated Preferred
Stock Certificate.  If a Holder’s Preferred Stock certificate
shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and
deliver, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed
certificate, a new certificate for the shares of Preferred Stock so mutilated,
lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft
or destruction of such certificate, and of the ownership hereof reasonably
satisfactory to the Corporation.

    


    d)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Certificate of Designation shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Delaware, without regard to the principles of conflict of laws
thereof.  Each party agrees that all legal proceedings concerning the
interpretation, enforcement and defense of the transactions contemplated by any
of the Transaction Documents (whether brought against a party hereto or its
respective Affiliates, directors, officers, shareholders, employees or agents)
shall be commenced in the state and federal courts sitting in the City of New
York, Borough of Manhattan (the “New York
Courts”).  Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are
improper or inconvenient venue for such proceeding.  Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Certificate
of Designation and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by applicable law. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Certificate of
Designation or the transactions contemplated hereby. If either party shall
commence an action or proceeding to enforce any provisions of this Certificate
of Designation, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred in the investigation, preparation and prosecution of such
action or proceeding.


    
      
         


      

      
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    e)           Waiver.  Any
waiver by the Corporation or a Holder of a breach of any provision of this
Certificate of Designation shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Certificate of Designation or a waiver by any other Holders.  The
failure of the Corporation or a Holder to insist upon strict adherence to any
term of this Certificate of Designation on one or more occasions shall not be
considered a waiver or deprive that party (or any other Holder) of the right
thereafter to insist upon strict adherence to that term or any other term of
this Certificate of Designation.  Any waiver by the Corporation or a
Holder must be in writing.

    


    f)           Severability.  If
any provision of this Certificate of Designation is invalid, illegal or
unenforceable, the balance of this Certificate of Designation shall remain in
effect, and if any provision is inapplicable to any Person or circumstance, it
shall nevertheless remain applicable to all other Persons and
circumstances.  If it shall be found that any interest or other amount
deemed interest due hereunder violates the applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum rate of interest permitted under applicable law.

    


    g)           Next Business
Day.  Whenever any payment or other obligation hereunder shall
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day.

    


    h)           Headings.  The
headings contained herein are for convenience only, do not constitute a part of
this Certificate of Designation and shall not be deemed to limit or affect any
of the provisions hereof.

    


    i)           Status of Converted
Preferred Stock.  If any shares of Preferred Stock shall be
converted or reacquired by the Corporation, such shares shall resume the status
of authorized but unissued shares of preferred stock and shall no longer be
designated as Series D Convertible Preferred Stock.


    
      
         


      

      
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    RESOLVED, FURTHER, that the
Chairman, the president or any vice-president, and the secretary or any
assistant secretary, of the Corporation be and they hereby are authorized and
directed to prepare and file an Amended and Restated Certificate of Designation
of Preferences, Rights and Limitations in accordance with the foregoing
resolution and the provisions of Delaware law.

    


            IN
WITNESS WHEREOF, the undersigned has executed this Amended and Restated
Certificate of Designation this 6th day of January 2011 (the “Effective
Date”).

    


    
      
        	
                  /s/ Andrew
      Taylor-Kimmins

              	 
      
	
                 

              	 
      
	
                Name:
      Andrew Taylor-Kimmins

              	 
      
	
                 Title:  President
      and CEO

              	 
      


      

    


    
      
         


      

      
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