Common use of Certain Other Provisions Clause in Contracts

Certain Other Provisions. (a) No share or shares of Series A Preferred Stock acquired by the Company shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares of Series A Preferred Stock which the Company shall be authorized to issue. (b) If any Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Company will issue, in exchange and in substitution for and upon cancellation of the mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of Series A Preferred Stock, upon receipt of evidence of such loss, theft or destruction of such certificate and, if requested by the Company, an indemnity on customary terms for such situations reasonably satisfactory to the Company. (c) The Company shall not, by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, sale of assets, or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Certificate, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of Series A Preferred Stock against dilution or other impairment. At all times, the Company will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue shares of Common Stock as herein contemplated upon conversion of shares of Series A Preferred Stock. (d) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. (e) This Certificate shall become effective at [___] a.m. New York City time on June ___ , 2008.

Certain Other Provisions. (a) No share or shares of Series A Preferred Stock acquired by the Company shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares of Series A Preferred Stock which the Company shall be authorized to issue. (b) If any Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Company will issue, in exchange and in substitution for and upon cancellation of the mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of Series A Preferred Stock, upon receipt of evidence of such loss, theft or destruction of such certificate and, if requested by the Company, an indemnity on customary terms for such situations reasonably satisfactory to the Company. (c) The Company shall not, by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, sale of assets, or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Certificate, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of Series A Preferred Stock against dilution or other impairment. At all times, the Company will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue shares of Common Stock as herein contemplated upon conversion of shares of Series A Preferred Stock. (d) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. (e) This Certificate shall become effective at [___] a.m. New York City time on June ___ _, 2008.

Certain Other Provisions. (a) No share or shares of Series A B Preferred Stock acquired by the Company shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares of Series A B Preferred Stock which the Company shall be authorized to issue. (b) If any Series A B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Company will issue, in exchange and in substitution for and upon cancellation of the mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or destroyed, a new Series A B Preferred Stock certificate of like tenor and representing an equivalent amount of Series A B Preferred Stock, upon receipt of evidence of such loss, theft or destruction of such certificate and, if requested by the Company, an indemnity on customary terms for such situations reasonably satisfactory to the Company. (c) The Company shall not, by amendment of its Amended and Restated Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, sale of assets, or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Certificate, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of Series A B Preferred Stock against dilution or other impairment. At all times, the Company will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue shares of Common Stock as herein contemplated upon conversion of shares of Series A Preferred Stock. (d) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. (e) This Certificate shall become effective at [___] _ a.m. New York City time on June ___ , 2008_.

Certain Other Provisions. (a) No share or shares of Series A B Preferred Stock acquired by the Company shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares of Series A B Preferred Stock which the Company shall be authorized to issue. (b) If any Series A B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Company will issue, in exchange and in substitution for and upon cancellation of the mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or destroyed, a new Series A B Preferred Stock certificate of like tenor and representing an equivalent amount of Series A B Preferred Stock, upon receipt of evidence of such loss, theft or destruction of such certificate and, if requested by the Company, an indemnity on customary terms for such situations reasonably satisfactory to the Company. (c) The Company shall not, by amendment of its Amended and Restated Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, sale of assets, or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Certificate, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of Series A B Preferred Stock against dilution or other impairment. At all times, the Company will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue shares of Common Stock as herein contemplated upon conversion of shares of Series A Preferred Stock. (d) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. (e) This Certificate shall become effective at [___] _ a.m. New York City time on June ___ , 2008.