(b) One Hundred Million (100,000,000) shares of Class A Common Stock, par value $0.0001 per share (the
Class A Common Stock); and
(c) Twenty-Five Million (25,000,000) shares of Class B Common Stock, par value
$0.0001 per share (the Class B Common Stock and together with the Class A Common Stock, the Common Stock).
;
Upon this
Certificate of Incorporation becoming effective pursuant to the DGCL (the Effective Time), every [20] shares of the Corporations Common Stock and every [20] shares of the Corporations Preferred Stock issued and outstanding
and held of record by each stockholder of the Corporation or issued and held in treasury immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified as and
combined into one share of Common Stock or Preferred Stock, as applicable (the Reverse Split);
provided,
however, no fractional shares of Common Stock or Preferred Stock shall be issued in connection with the
Reverse Split. In lieu thereof, if, upon aggregating all of the shares of Common Stock or Preferred Stock, as applicable, held by a record holder of Common Stock or Preferred Stock immediately following the Reverse Split such holder would otherwise
be entitled to a fractional share of Common Stock or Preferred Stock, as applicable, as a result of the Reverse Split, the Corporation shall issue to such holder an additional fraction of a share of Common Stock or Preferred Stock, as applicable, as
is necessary to round the number of shares of Common Stock or Preferred Stock, as applicable, held by such holder up to the nearest whole share, such that no holder will hold fractional shares following the Reverse Split. Each certificate that prior
to the Effective Time represented shares of Common Stock or Preferred Stock, as applicable, shall, from and after the Effective Time, represent the number of shares of Common Stock or Preferred Stock, as applicable, into which the shares of Common
Stock or Preferred Stock, as applicable, were reclassified and combined in the Reverse Split (including those fractional shares issued by the Corporation in connection with the Reverse Split to round the number of shares held by such holder at the
Effective Time up to the nearest whole share).
The Preferred Stock and the Common Stock shall have the designations, rights, powers and
preferences and the qualifications, restrictions and limitations thereof, if any, set forth below.
Immediately prior to the effective time of
this Certificate of Incorporation, (i) no shares of Class A Common Stock were authorized, issued or outstanding, no shares of
Class B Common Stock were authorized, issued or outstanding and no shares of Preferred Stock were authorized, issued or outstanding and (ii) 10,000 shares of Original Common Stock was authorized and
outstanding, which shares of Original Common Stock are being redeemed for the par value thereof upon the Effective Time of this Certificate of Incorporation in accordance with Section 151(b) General Corporation
Law of the State of Delaware, and immediately following the redemption of such shares of Original Common Stock, shares of Class A Common Stock and Class B Common Stock
will be issued in accordance with Section 151(b) of the General Corporation Law of the State of Delaware.
Section 2. Preferred Stock. The Board of Directors of the Corporation (the Board of Directors) is
authorized, subject to limitations prescribed by law and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a Preferred Stock Designation), to
provide, by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, and with respect to each series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any),
designations, powers, preferences, and relative, participating, optional or other special rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. The powers (including voting powers),
preferences, and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time
outstanding. Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the approval of the
Board of Directors and by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, without the separate vote of the
holders of the Preferred Stock as a class, irrespective of the provisions of Section 242(b)(2) of the DGCL.