EXHIBIT
4.2

    


    AKEENA
SOLAR, INC 

    CERTIFICATE
OF DESIGNATION OF PREFERENCES,

    RIGHTS
AND LIMITATIONS

    OF

    SERIES
A CONVERTIBLE
PREFERRED STOCK

    


    PURSUANT
TO SECTION 151 OF THE

    DELAWARE
GENERAL CORPORATION LAW

    


            The
undersigned, __________ and ____________, do hereby certify that:

    


                    1.
They are the President and Secretary, respectively, of Akeena Solar, Inc., a
Delaware corporation (the “Corporation”).

    


                    2.
The Corporation is authorized to issue ______________ shares of preferred stock,
___________ of which have 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, consisting of 1,000,000 shares,
$0.001 par value per share, 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 series of the preferred stock, which shall consist of up to 2,000
shares of the preferred stock which the Corporation has the authority to issue,
as follows:

    


            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. For the
purposes hereof, the following terms shall have the following
meanings:

    


    “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are
used in and construed under Rule 405 of the Securities Act.

    


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

    


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

    


    “Business Day” means
any day except any Saturday, any Sunday, any day which is 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)(iv).

    


    “Change of Control
Transaction” means the occurrence after the date hereof of any of (a) an
acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital
stock of the Corporation, by contract or otherwise) of in excess of 45% of the
voting securities of the Corporation (other than by means of conversion or
exercise of Preferred Stock and the Securities issued together with the
Preferred Stock), (b) the Corporation merges into or consolidates with any other
Person, or any Person merges into or consolidates with the Corporation and,
after giving effect to such transaction, the stockholders of the Corporation
immediately prior to such transaction own less than 55% of the aggregate voting
power of the Corporation or the successor entity of such transaction, (c) the
Corporation sells or transfers all or substantially all of its assets to another
Person and the stockholders of the Corporation immediately prior to such
transaction own less than 55% of the aggregate voting power of the acquiring
entity immediately after the transaction, (d) a replacement at one time or
within a one year period of more than one-half of the members of the Board of
Directors which is not approved by a majority of those individuals who are
members of the Board of Directors on the Original Issue Date (or by those
individuals who are serving as members of the Board of Directors on any date
whose nomination to the Board of Directors was approved by a majority of the
members of the Board of Directors who are members on the Original Issue Date),
or (e) the execution by the Corporation of an agreement to which the
Corporation  is a party or by which it is bound, providing for any of
the events set forth in clauses (a) through (d) above.


    
      
         


      

      
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    “Closing” means the
closing of the purchase and sale of the Securities pursuant to Section 2.1 of
the Purchase Agreement.

    


    “Closing Date” means
the Trading Day on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto and all conditions precedent to (i)
each Holder’s obligations to pay the Subscription Amount and (ii) the
Corporation’s obligations to deliver the Securities have been satisfied or
waived.

    


    “Commission” means the
United States 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.

    


    “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 exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

    


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

    


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

    


    “Floor Price” shall
have the meaning set forth in Section 6(a).

    


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

    


    “Junior Securities”
means the Common Stock and all other Common Stock Equivalents of the Corporation
other than those securities which are explicitly senior or pari passu to the
Preferred Stock in dividend rights or liquidation preference.

    


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

    


    “New York Courts”
shall have the meaning set forth in Section 8(d).

    


    “Original Issue Date”
means the date of the first issuance of any shares of the Preferred Stock
regardless of the number of transfers of any particular shares of Preferred
Stock and regardless of the number of certificates which may be issued to
evidence such Preferred Stock.


    
      
         


      

      
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    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

    


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

    


    “Purchase Agreement”
means the Securities Purchase Agreement, dated February __, 2009, among the
Corporation and the original Holders, as amended, modified or supplemented from
time to time in accordance with its terms.

    


    “Securities” means the
Shares, the Preferred Stock, the Warrants, the Warrant Shares and the Underlying
Shares.

    


    “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).

    


    “Stated Value” shall
have the meaning set forth in Section 2, as the same may be increased pursuant
to Section 3.

    


    “Subscription Amount”
shall mean, as to each Holder, the aggregate amount to be paid for the Preferred
Stock purchased pursuant to the Purchase Agreement as specified below such
Holder’s name on the signature page of the Purchase Agreement and next to the
heading “Subscription Amount,” in United States dollars and in immediately
available funds.

    


    “Subsidiary” means any
subsidiary of the Corporation and shall, where applicable, also include any
direct or indirect subsidiary of the Corporation formed or acquired after the
date of the Purchase Agreement.

     

    “Trading Day” means a
day on which the principal Trading Market is open for business.

    


    “Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: the NYSE Alternext, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of
the foregoing).

    


    “Transaction
Documents” means this Certificate of Designation, the Purchase Agreement,
the Warrants, all exhibits and schedules thereto and hereto and any other
documents or agreements executed in connection with the transactions
contemplated pursuant to the Purchase Agreement.

     

    
      
         


      

      
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    “Transfer Agent” means
_____________________, the current transfer agent of the Corporation with a
mailing address of ___________________ and a facsimile number of
_______________, and any successor transfer agent of the
Corporation.

     

    “Underlying Shares”
means the shares of Common Stock issued and issuable upon conversion of the
Preferred Stock, upon exercise of the Warrants and issued and issuable in lieu
of the cash payment of interest on the Preferred Stock in accordance with the
terms of this Certificate of Designation.

     

    “VWAP” means, for any
Trading Day, the price determined by the first of the following clauses that
applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
the daily volume weighted average price of the Common Stock for such date (or
the nearest preceding date) on the Trading Market on which the Common Stock is
then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),
(b)  if the OTC Bulletin Board is not a Trading Market, the volume
weighted average price of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then
listed or quoted for trading on the OTC Bulletin Board and if prices for the
Common Stock are then reported in the “Pink Sheets” published by Pink OTC
Markets, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so
reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the
Holders of a majority in interest of the Securities then outstanding and
reasonably acceptable to the Corporation, the fees and expenses of which shall
be paid by the Corporation, in each case rounded to the nearest whole
cent.

    


    “Warrants” means,
collectively, the Common Stock purchase warrants delivered to the Holder at the
Closing in accordance with Section 2.2(a) of the Purchase
Agreement.

     

    “Warrant Shares” means
the shares of Common Stock issuable upon exercise of the Warrants.

     

    Section
2.         Designation, Amount and Par
Value. The series of preferred stock shall be designated as its Series A
Convertible Preferred Stock (the “Preferred Stock”) and
the number of shares so designated shall be up to 2,000 (which shall not be
subject to increase without the written consent of all of the holders of the
Preferred Stock (each, a “Holder” and
collectively, the “Holders”)). Each
share of Preferred Stock shall have a par value of $0.001 per share and a stated
value equal to $1,000 (the “Stated
Value”).

    


    Section
3.         Other Securities. So
long as any Preferred Stock shall remain outstanding, neither the Corporation
nor any Subsidiary thereof shall redeem, purchase or otherwise acquire directly
or indirectly any Junior Securities, other than shares of Common Stock
repurchased or otherwise acquired from employees of the Corporation in
connection with terminations of service to the Corporation.  So long
as any Preferred Stock shall remain outstanding, neither the Corporation nor any
Subsidiary thereof shall directly or indirectly pay or declare any dividend or
make any distribution upon, nor shall any distribution be made in respect of,
any Junior Securities, nor shall any monies be set aside for or applied to the
purchase or redemption (through a sinking fund or otherwise) of any Junior
Securities or shares pari passu with the
Preferred Stock.


    
      
         


      

      
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    Section
4.         Voting Rights. Except
as otherwise provided herein or as otherwise required by law, the Preferred
Stock shall have no voting rights. 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)
authorize or create any class of stock ranking as to dividends, redemption or
distribution of assets upon a Liquidation (as defined in Section 5) senior to,
or otherwise pari passu with, the
Preferred Stock, (c) amend its certificate of incorporation or other charter
documents in any manner that adversely affects any rights of the Holders, (d)
increase the number of authorized shares of Preferred Stock, or (e) enter into
any agreement with respect to any of the foregoing.

    


    Section
5.         Liquidation. Upon any
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary (a “Liquidation”), the
Holders shall be entitled to receive out of the assets, whether capital or
surplus, of the Corporation an amount equal to $232 for each share of Preferred
Stock (the “Liquidation
Preference”) before any distribution or payment shall be made to the
holders of any Junior Securities, and if the assets of the Corporation shall be
insufficient to pay in full such amounts, then the entire assets to be
distributed to the Holders shall be ratably distributed among the Holders in
accordance with the respective amounts that would be payable on such shares if
all amounts payable thereon were paid in full.  The Liquidation
Preference per share of Preferred Stock shall be reduced by $0.86 for each share
of Common Stock issued pursuant to Section 6(a).  A Change of Control
Transaction shall not be deemed a Liquidation.  The Corporation shall
mail written notice of any such Liquidation, not less than 45 days prior to the
payment date stated therein, to each Holder.

    


    Section
6.         Conversion.

    


    a)           Automatic Conversion.
On each Trading Day until the 76th Trading
Day following the Original Issue Date (an “Automatic Conversion
Date”), the Preferred Stock will automatically convert proportionally and
pro-rata among the Holders into shares of Common Stock if the VWAP on such
Trading Day (an “Automatic Conversion
Price”) is less than the lesser of (i) $1.12, subject to adjustment for
reverse and forward stock splits and the like, and (ii) the lowest VWAP pursuant
to which shares were previously issued under this Section 6(a); provided, however, that in no
event shall the Automatic Conversion Price be less than $0.86, subject to
adjustment for reverse and forward stock splits an the like.  The
aggregate number of shares of Common Stock issuable upon conversion of the
Preferred Stock on an Automatic Conversion Date shall be equal to (a) the number
of shares of Preferred Stock outstanding multiplied by the Stated Value divided
by the applicable Automatic Conversion Price (as defined above) less (b) the
aggregate number of Shares issued at the Closing pursuant to the Purchase
Agreement less (c) the shares of Common Stock previously issued pursuant to this
Section 6(a).  On the 76th Trading
Day following the Original Issue Date, the Preferred Stock shall be deemed
cancelled (provided that the Holders will retain the rights and remedies to
receive any shares of Common Stock issuable under this Section 6(a) not
previously received).  For purposes of clarification, in the event
that, prior to the 76th Trading
Day following the Original Issue Date, the VWAP on any Trading Day during such
period is $0.86 or less (subject to adjustment for reverse and forward stock
splits and the like), all 2,000 shares of Preferred Stock shall have been
converted into 539,867 shares of Common Stock, in the aggregate (subject to
adjustment for reverse and forward stock splits and the like) and upon issuance
thereof, the Preferred Stock shall be deemed cancelled.  For every
share of Common Stock issued pursuant to this Section 6(a), 1/269.9335 of each
share of Preferred Stock shall be fully converted and deemed
cancelled.

     

    
      
         


      

      
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    b)           [RESERVED].

    


    c)           [RESERVED]

    


    d)           Mechanics of
Conversion

    


    i.           Delivery of Certificate Upon
Conversion. Within two Trading Days of an Automatic Conversion Date (the
“Share Delivery
Date”), the Corporation shall deliver, or cause to be delivered, to the
Holder a certificate or certificates representing the Conversion Shares issuable
hereunder, free and clear of all legends. The Corporation shall 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.           [RESERVED]

    


    iii.           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 to issue shares of Common Stock to a Holder hereunder 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 then current aggregate
Liquidation Preference of the shares of Preferred Stock which are 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.  If the Corporation fails to deliver to a Holder such
certificate or certificates on the second Trading Day after the Share Delivery
Date, the Corporation shall pay to such Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Liquidation Preference value of
Preferred Stock being converted, $10 per Trading Day (increasing to $20 per
Trading Day on the third after such damages begin to accrue) for each Trading
Day after such third 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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    iv.           Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Conversion. In addition to
any other rights available to the Holder, if the Corporation fails for any
reason to deliver to a Holder the applicable certificate or certificates by the
Share Delivery Date, 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 otherwise 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 hereunder (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, if any, by which
(x) such Holder’s total purchase price (including any brokerage commissions) for
the 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
hereunder 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 (in which case, such conversion shall
be deemed rescinded) 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 hereunder. 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 the shares of Common Stock required to be delivered to Holder on an
Automatic Conversion Date with respect to which the actual sale price of the
Conversion Shares (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.  Notwithstanding anything contained herein to the contrary, if
the Company is required to make payment in respect of a Buy-In for the failure
to timely deliver certificates hereunder and, if the Company has previously paid
such Holder liquidated damages under Section 6(d)(iii) in respect of the
certificates resulting in such Buy-In prior to such Buy-In, such amounts paid
under Section 6(d)(iii) shall be deducted from the amount to be paid in respect
of such certificates pursuant to this Section 6(d)(iv)).


    
      
         


      

      
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    v.           Reservation of Shares
Issuable Upon Conversion. The Corporation covenants that it will at all
times reserve and keep available out of its authorized and unissued shares of
Common Stock for the sole purpose of issuance upon conversion of the Preferred
Stock, free from preemptive rights or any other actual contingent purchase
rights of Persons other than the Holder (and the other holders of the Preferred
Stock), not less than such aggregate number of shares of the Common Stock as
shall (subject to the terms and conditions set forth in the Purchase Agreement)
be issuable (taking into account the adjustments and restrictions of Section 7)
upon the conversion of the then outstanding shares of Preferred
Stock.  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 and, shall be registered for public
resale.

    


    vi.           Fractional Shares. No
fractional shares of Common Stock or scrip representing fractional shares shall
be issued upon the conversion of the Preferred Stock.   As to any
fraction of a share which the Holder would otherwise be entitled to purchase
upon such conversion, the Corporation shall round up to the next whole
share.

    


    vii.           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.


    
      
         


      

      
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    Section
7.         Notice to the
Holders.  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, or 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 twenty (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.

    


                  Section
8.           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 Attention: _________________,
facsimile number _______________, 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 8.  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 such Holder, as set forth in the Purchase
Agreement.  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 set forth in this Section prior to 5:30 p.m. (New York City
time) on any date, (ii) the next Trading Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth in this Section on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.


    
      
         


      

      
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    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 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 any 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 on any other occasion.  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 or
Redeemed Preferred Stock.  Shares of Preferred Stock may only
be issued pursuant to the Purchase Agreement.  If any shares of
Preferred Stock shall be converted, redeemed 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 A 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 this 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 have executed this Certificate this ___ day of
February __ 2009.

    


    
      
        	 
      	 
      	 
      
	
                     Name:

              	 
      	
                     Name:

              
	
                     Title:

              	 
      	
                     Title:

              


      

    

     

    
      
         


      

      
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