certificate shall have been combined pursuant to the Reverse Split, as well as any cash in lieu of fractional shares of post-Reverse Split Common Stock to which such holder may be entitled as set forth above. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.
Section A of Article IV of the Certificate of Incorporation is amended and restated to read in its entirety as follows:
[IF PROPOSAL 3 IS APPROVED]
“A. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is [105,000,000 / 80,000,000 / 65,000,000 / 55,000,000 / 47,857,143 / 42,500,000 / 38,333,333 / 35,000,000 / 32,272,727 / 30,000,000]3 shares, consisting of (i) [100,000,000 / 75,000,000 / 60,000,000 / 50,000,000 / 42,857,143 / 37,500,000 / 33,333,333 / 30,000,000 / 27,272,727 / 25,000,000] 3 shares of Common Stock, $0.001 par value per share, and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share.”
[IF PROPOSAL 3 IS NOT APPROVED]
“A. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is [55,000,000 / 42,500,000 / 35,000,000 / 30,000,000 / 26,428,571 / 23,750,000 / 21,666,667 / 20,000,000 / 18,636,364 / 17,500,000]3 shares, consisting of (i) [50,000,000 / 37,500,000 / 30,000,000 / 25,000,000 / 21,428,571 / 18,750,000 / 16,667,667 / 15,000,000 / 13,636,364 / 12,500,000]3 shares of Common Stock, $0.001 par value per share, and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share.”
Third: The foregoing amendment to the Certificate of Incorporation was duly approved by the Board.
Fourth: Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.
Fifth: This amendment to the Certificate of Incorporation shall be effective on and as of as of the effective time of 5:00 p.m., Eastern Time, on [***DATE***] 4.
[Signature Page Follows]