Delaware PAGE I. The First State

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1 Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "COMPRESSUS INC.", FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF MAY, A.D. 2013, AT 12:45 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS ,.?-2e. 6 g AtAwS'z'& You may verify this certificate online --- at corp. delaware. gov/authver. shtml Jeffrey wirffloa,secmtary astate AUTHEN TION: DATE:

2 State of Delaware Secretary of State Division of Corporations Delivered 12:59 PM 05/14/2013 FILED 12:45 PM 05/14/2013 SRV FILE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMPRESS US INC. Compressus Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: 1. The Corporation's Certificate of Incorporation was originally filed August 22, 2000, with the Secretary of State of the State of Delaware, was amended and restated by an Amended and Restated Certificate of Incorporation filed September 7, 2000, was further amended by a Certificate of Amendment of Certificate of Incorporation filed January 31, 2001, a Certificate of Amendment of Certificate of Incorporation filed July 27, 2001, a Certificate of Amendment of Certificate of Incorporation filed October 4, 2001, a Certificate of Amendment of Certificate of Incorporation filed April 10, 2002, an Amended and Restated Certificate of Incorporation filed October 28, 2002, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed May 23, 2003, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed January 5, 2004, an Amended and Restated Certificate of Incorporation filed April 14, 2005, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed September 28, 2007, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed January 2, 2008, an Amended and Restated Certificate of Incorporation filed March 6, 2008, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed July 3, 2008, a Certificate of Amendment to the Amended to the Amended and Restated Certificate of Incorporation filed October 24, 2008, A Certificate of Amendment to the Amended and Restated Certificate of Incorporation filed December 16, 2009 and a Certificate of Amendment to the Amended and Restated Certificate of Incorporation filed July 9, 2010 (collectively and as amended, the "Certificate of Incorporation"). 2. By written consent of the Board of Directors of the Corporation (the "Board of Directors") a resolution was duly adopted, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to, and restatement of, the Certificate of Incorporation and declaring said amendment and restatement to be advisable. The holders of the Common Stock of the Corporation each duly approved said proposed amendment and restatement by written consent in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, and written notice of such consent has been delivered to all holders of Common Stock who have not consented in writing to said amendment. The resolution setting forth said amendment to, and restatement of, the Certificate of Incorporation is as follows: RESOLVED: That the text of the Certificate of Incorporation of Compressus SMRIT

3 Inc. be, and hereby is, amended and restated to read in its entirety as follows: FIRST: The name of the Corporation is Compressus Inc. SECOND: The registered office of the Corporation in the State of Delaware is to be located at YCS&T Services LLC, 1000 N. King St., Wilmington, DE 19801, New Castle County, and the name of its registered agent at such address is YCS&T Services LLC. THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: (A) Classes of Stock. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 142,500,000 shares, consisting of (i) 107,000,000 shares of common stock, par value of $0.01 per share (the -Common Stock"), and (ii) 35,500,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"). The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(6)(2) of the General Corporation Law of Delaware. ( 3) Common Stock. 1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to, and qualified by, the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series. 2. Voting. The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. 3. Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefore as, if and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock. 4. Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential rights of any then outstanding Preferred Stock. (C) Rights, Preferences and Restrictions of Preferred Stock. Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein or in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or by the terms of any series of Preferred SMR1t

4 Stock. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting power, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof including without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the MI extent now or hereafter permitted by the General Corporation Law of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise specifically provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation. 1. Series A, B, C, D and E Preferred Stock. The designation, rank, rights and preferences of the shares designated as "Series A Preferred Stock", "Series B Preferred Stock", "Series C Preferred Stock", "Series D Preferred Stock" and "Series E Preferred Stock", are as set forth below in this Article FOURTH(C) Designation, Par Value, Amount and Rank. (a) The first series of Preferred Stock shall be designated "Series A Preferred Stock" and shall consist of five million five hundred thousand (5,500,000) shares with par value of $0.01 per share. The second series of Preferred Stock shall be designated -Series B Preferred Stock" and shall consist of two million (2,000,000) shares with par value of $0.01 per share. The third series of Preferred Stock shall be designated "Series C Preferred Stock" and shall consist of eleven million five hundred thousand (11,500,000) shares with par value of $0.01 per share. The fourth series of Preferred Stock shall be designated "Series D Preferred Stock- and shall consist of fifteen million five hundred thousand (15,500,000) shares with par value of $0.01 per share. The fifth series of Preferred Stock shall be designated -Series E Preferred Stock" and shall consist of one million (1,000,000) shares with par value of $0.01 per share. The rights, preferences, privileges, and restrictions granted to and imposed on the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock are as set forth below in this Article FOURTH(C)1. (b) The Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock shall rank in parity with respect to distributions, liquidation, redemption and otherwise, but prior to all shares of Common Stock (including, without limitation any class of Common Stock) and any other class or classes or series of such class of Preferred Stock of the Corporation, unless such other class or series by its terms ranks equally with or senior to the shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D SMR1M

5 Preferred Stock and the Series E Preferred Stock with respect to distributions, liquidation, redemption or otherwise. 1.2 Dividends and Distributions. (a) In each fiscal year of the Corporation, each share of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock shall be entitled to receive, out of the assets at the time legally available therefore, dividends in an amount equal per share (calculated as if converted to Common Stock) to the dividend declared by the Board of Directors with respect to the Common Stock and payment of such dividend shall be made to the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock in parity with any payment of any dividend on the Common Stock. (b) From and after the date of the issuance of any shares of Series E Preferred Stock, dividends at a rate of eight percent (8%) of the Base Amount (as defined below) shall accrue on such shares of Series E Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such shares) (the "Accruing Dividends"). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Article FOURTH(C)1.2(b) or in ARTICLE FOURTH(C)1.3, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series E Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series E Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series E Preferred Stock and not previously paid and (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series E Preferred Stock as would equal the product of (I) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had heen converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series E Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series E Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such shares) and (2) multiplying such fraction by an amount equal to the Series E Original Issue Price (as defined below); provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Series E Preferred Stock pursuant to this Article FOURTH(C)1.2(b) shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series E Preferred Stock dividend. "Base SMRH

6 Amount" shall mean the Series E Original Issue Price (as defined below) plus the amount of previously accrued dividends, compounded annually. Holders of Series E Preferred Stock shall be paid dividends in priority to dividends paid on any other class or series of capital stock of the Company. 1.3 Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to the stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any other class or series of stock of the Corporation which by its terms ranks on liquidation prior and in preference to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock (collectively, "Senior Stock"), before any payment shall be made to the holders of Common Stock and any other class or series of stock ranking on liquidation junior to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (such Common Stock and other stock, collectively, "Junior Stock") by reason of their ownership thereof, and together with any class or series of stock ranking on liquidation on parity with the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock (such stock, collectively, the "Parity Stock") an amount equal to: (i) with respect to the Series A Preferred Stock, the greater of (A) $3.00 per share (which reflects the one for three (1:3) reverse stock split effected on July 9, 2010, and is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such shares), plus any dividends declared but unpaid thereon and (B) the amount which such holder of the Series A Preferred Stock would have received if such holder's shares of the Series A Preferred Stock were converted to Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation; (ii) with respect to the Series B Preferred Stock, the greater of (A) $3.75 per share (which reflects the one for three (1:3) reverse stock split effected on July 9, 2010, and is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such shares), plus any dividends declared but unpaid thereon and (B) the amount which such holder of the Series B Preferred Stock would have received if such holder's shares of the Series B Preferred Stock were converted to Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation; (iii) with respect to the Series C Preferred Stock, the greater of (A) $4.50 per share (which reflects the one for three (1:3) reverse stock split effected on July 9, 2010, and is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such shares), plus any dividends declared but unpaid thereon and (B) the amount which such holder of the Series C Preferred Stock would have received if such holder's shares of the Series C Preferred Stock were SMRH:

7 converted to Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation; (iv) with respect to the Series D Preferred Stock, the greater of (A) $5.25 per share (which reflects the one for three (1:3) reverse stock split effected on July 9, 2010, and is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such shares), plus any dividends declared but unpaid thereon and (B) the amount which such holder of the Series D Preferred Stock would have received if such holder's shares of the Series D Preferred Stock were converted to Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporati on; and (v) with respect to the Series E Preferred Stock, the greater of (A) $7.50 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such shares) (the "Series E Original Issue Price"), plus any dividends accrued and/or declared but unpaid thereon and (B) the amount which such holder of the Series E Preferred Stock would have received if such holder's shares of the Series E Preferred Stock were converted to Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation. If upon such liquidation, dissolution or winding up of the Corporation the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, the full amount of which they shall be entitled, the holders of shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock and any Parity Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to their respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. (b) After the payment of all preferential amounts required to be paid to the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock and any Parity Stock, upon the dissolution, liquidation or winding up of the Corporation, the holders of shares ofjunior Stock then outstanding shall be entitled to receive the remaining assets and funds of the Corporation available for distribution to its stockholders. (c) Any merger or consolidation of the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least 50.1% of the voting power of the capital stock of the surviving corporation), or sale of all or substantially all the assets of the Corporation, shall be deemed to be a liquidation of the Corporation for purposes of this Section FOURTH(C)1.3, and the agreement or plan of merger or consolidation with respect to such merger, consolidation or sale shall provide that the consideration payable to the stockholders of the Corporation (in the case of a merger or consolidation), or consideration payable to the Corporation, together with all other available assets of the Corporation (in the case of an asset sale), shall be distributed to the holders of capital stock of the Corporation in SMRII

8 accordance with Subsections FOURTH(C)1.3(a) and FOURTH(C)1.3(b) above. The amount deemed distributed to the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock and any Parity Stock upon any such merger, consolidation or sale shall be the cash or the value of the property, rights or securities distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or other securities shall be determined in good faith by the Board of Directors. 1.4 Voting. At the meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their actions or consideration, the holders of outstanding shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock shall not have the right to vote on any matters as stockholders of the Corporation, except that the consent of the holders of a majority of the shares of (i) the Series A Preferred Stock shall be required to amend this Certificate of Incorporation or the bylaws of the Corporation in a manner that materially adversely affects the rights of the holders of shares of the Series A Preferred Stock, (ii) the Series B Preferred Stock shall be required to amend this Certificate of Incorporation or the bylaws of the Corporation in a manlier that materially adversely affects the rights of the holders of shares of the Series B Preferred Stock, (iii) the Series C Preferred Stock shall be required to amend this Certificate of Incorporation or the bylaws of the Corporation in a manner that materially adversely affects the rights of the holders of shares of the Series C Preferred Stock, (iv) the Series D Preferred Stock shall be required to amend this Certificate of Incorporation or the bylaws of the Corporation in a manner that materially adversely affects the rights of the holders of shares of the Series D Preferred Stock and (v) the Series E Preferred Stock shall be required to amend this Certificate of Incorporation or the bylaws of the Corporation in a manner that materially adversely affects the rights of the holders of shares of the Series E Preferred Stock; provided, however, that notwithstanding the foregoing, the authorization and issuance of any shares of any series or class of capital stock of the Corporation with rights senior to or on a parity with the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock with respect to dividends, conversion, redemption, dissolution and distribution of assets of the Corporation or any other matter shall be deemed to not materially adversely affect the rights and holders of shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock. 1.5 No Right to Elect Directors. The holders of shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock shall have no right, by reason of holding such shares, to elect, designate or nominate any persons to serve on the Board of Directors. 1.6 Conversion and Transfer Requirements. (a) Mandatory Conversion. Upon the closing of the sale of shares of Common Stock, at a price to the public of at least $15.00 per share (which reflects the one for three (1:3) reverse stock split effected on July 9, 2010, and is subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under SMRI

9 the Securities Act of 1933, as amended, resulting in at least $25,000,000 of gross proceeds to the Corporation (the "Series A, B, C, D and E Preferred Conversion Date"), all outstanding shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series 13 Preferred Stock shall automatically be converted into shares of Common Stock at a conversion rate of 1:1 (the "Series A, B, C, D and E Conversion Rate"), such Series A, B, C, D, E Conversion Rate subject to adjustment as otherwise provided in this Section FOURTH(C)1.6. (b) Mechanics of Conversion. (i) No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the fair market value of such fraction, as reasonably determined by the Board of Directors in its sole discretion. In the event of a conversion at the election of the Corporation pursuant to Section FOURTH(C)1.6(a) hereof, the outstanding shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such mandatory conversion unless the certificates evidencing such shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, are either delivered to the Corporation as provided above, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation and any such transfer agent from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable thereafter, issue and deliver to or cause the transfer agent to issue and deliver to such address as the holder may direct, (x) a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, (y) cash payment in respect of any fractional share of Common Stock to which the holder is entitled, and (z) cash payment for any dividends theretofore declared but unpaid with respect to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, that was converted. (ii) The Corporation shall at all times while the Series A Preferred Stock is outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock. The Corporation shall at all times while the Series B Preferred Stock is outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. The Corporation shall at all times while the Series C Preferred Stock is outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series C Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion SMRII

10 of all outstanding Series C Preferred Stock. The Corporation shall at all times while the Series D Preferred Stock is outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series D Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series D Preferred Stock. The Corporation shall at all times while the Series E Preferred Stock is outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series E Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series E Preferred Stock (iii) All shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Series A, B, C, D and E Preferred Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefore and payment of any accrued and unpaid dividends thereon. Any shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, so converted shall be retired and cancelled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, accordingly. (c) Distributions. In the event the Corporation makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, any distribution (excluding repurchases of securities by the Corporation not made on a pro rata basis) payable in property or in securities of the Corporation other than shares of Common Stock, then and in each such event the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, shall receive, at the time of such distribution, the amount of property or the number of securities of the Corporation that they would have received had such holder's shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, been converted into Common Stock on the date of such event. (d) Adjustments to Conversion Ratio for Dividends. In the event the Corporation should at any time or from time to time after the date hereof fix a record date for the effectuation of a split or subdivision of the outstanding Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock, (hereinafter referred to as "Common Equivalent Securities"), without payment of any consideration by such holder for the additional shares of Common Stock or the Common Equivalent Securities (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Series A, B, C, D and E Preferred Conversion Rate shall be appropriately adjusted so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in SMRH

11 proportion to such increase of outstanding shares of Common Stock and shares issuable with respect to Common Equivalent Securities. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding Common Stock, then, following the record date of such combination, the Series A, B, C, D and E Conversion Rate shall be appropriately adjusted so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares. (e) Adjustment for Reclassification, Exchange or Substitution. If the Common Stock issuable upon the conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, distribution of securities, or otherwise (other than reorganization, merger, consolidation, or sale of assets provided for below), then and in each such event the holder of each such share of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock as applicable, shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein. Adjustment for Merger or Reorganization. In case of any consolidation or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation, each share of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series A Preferred Stock, Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section FOURTH(C)1.6 set forth with respect to the rights and interest thereafter of the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable, such that the provisions set forth in this Section FOLIRTH(C)1.6 (including provisions with respect to adjustment of the Series A, B, C, D and E Conversion Rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as applicable. (g) Notices of Record Date. In the event of (1) any taking by the Corporation of a record of the holders of any class or series of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or vote on any transaction or proposed event, or (2) any reclassification or recapitalization of the SNARI I

12 capital stock of the Corporation or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall send by facsimile or certified or registered mail, return receipt requested, postage prepaid, to each holder of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock at the facsimile number or address provided by such holder at least ten (10) days prior to the record date specified therein a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend or other distribution or vote and a description including the amount of such dividend or distribution or nature of the matter to be voted upon, (ii) the date on which any such reorganization, reclassification, dissolution, liquidation or winding up is expected to become effective, (iii) the time when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, dissolution, liquidation or winding up, and (iv) if available, the nature and amount of such securities or property deliverable upon such reorganization, reclassification, dissolution, liquidation or winding up. (h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A, B, C, D and E Conversion Rate pursuant to this Section FOURTH(C)1.6, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, furnish or cause to be furnished to such holder a similar certificate setting forth (1) such adjustments and readjustments and (2) the Series A, B, C, D and E Conversion Rate then in effect. 2. Waiver. Any of the rights of the holders of Series A Preferred Stock set forth herein may be waived by the affirmative vote of the holders of more than sixty-six and two thirds percent (66 2/3%) of the shares of Series A Preferred Stock then outstanding. Any of the rights of the holders of Series B Preferred Stock set forth herein may be waived by the affirmative vote of the holders of more than sixty-six and two thirds percent (66 2/3%) of the shares of Series B Preferred Stock then outstanding. Any of the rights of the holders of Series C Preferred Stock set forth herein may be waived by the affirmative vote of the holders of more than sixty-six and two thirds percent (66 2/3%) of the shares of Series C Preferred Stock then outstanding. Any of the rights of the holders of Series D Preferred Stock set forth herein may be waived by the affirmative vote of the holders of more than sixty-six and two thirds percent (66 2/3%) of the shares of Series D Preferred Stock then outstanding. Any of the rights of the holders of Series E Preferred Stock set forth herein may be waived by the affirmative vote of the holders of more than sixty-six and two thirds percent (66 2/3%) of the shares of Series E Preferred Stock then outstanding. FIFTH: The name and mailing address of the incorporator is Bruce L. Silverstein, Esquire, llth Floor, Rodney Square North, 11th & Market Streets, Wilmington, Delaware SIXTH: Provisions for the management of the business and for the conduct of the affairs of the Corporation and provisions creating, defining, limiting and regulating the SMRH

13 powers of the Corporation, the directors and the stockholders are as follows: (A) The Board of Directors shall have the power to make, adopt, alter, amend and repeal the bylaws of the Corporation without the assent or vote of the stockholders, subject to the limitations set forth herein. (B) The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board of Directors, which shall consist of not less than three (3) members. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to-wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot. (C) Whenever the Corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the Corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of this Certificate of Incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) and subsection (b) of Section 242 of the General Corporation Law of Delaware shall otherwise require. (D) The stockholders of the Corporation shall have the right to remove a director of the Corporation only upon the affirmative vote of holders of not less than seventy-five percent (75%) of the outstanding Common Stock of the Corporation. (E) The directors in their discretion may submit any act or contract at a meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote at such meeting (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors' interest, or for any other reason. (F) In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors are hereby expressly empowered to exercise all such powers and to do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of the State of Delaware and of the Certificate of Incorporation as they may be amended, altered or changed from time to time and to any bylaws from time to time made by the directors or stockholders; provided, however, that no bylaw so made shall invalidate any prior act of the Board of Directors which would have been valid if such bylaw had not been made. SEVENTH: The transfer of issued and outstanding shares of any class or series of stock of the Corporation shall be and is restricted as follows: (A) Category I Transfers. I. With respect to any proposed transfer of issued and outstanding shares of stock of any class or series of stock of the Corporation, whether consensually or by operation of law, that (i) would effect the transfer of shares representing less than 5% of the issued and SINRII

14 outstanding shares of stock of the Corporation (on an as-converted basis) and (ii) involves a proposed transferee who, together with his, her or its affiliates, holds in the aggregate less than five percent (5%) of the issued and outstanding shares of stock of the Corporation (on an asconverted basis and without giving effect to the proposed transfer) (a "Category I Transfer"), such shares of stock shall not be transferred without the prior written approval of the Corporation, which approval may be given or withheld at the sole discretion of the Corporation. Any Category I Transfer without the prior written approval of the Corporation shall be void, and the Corporation shall not recognize the validity thereof on its books and records. Whenever a Category I Transfer of shares is permitted by the Corporation, the person or entity to whom the shares are transferred shall take such shares subject to the same restriction upon transfer that was imposed upon the shares in the hands of the stockholder from whom the shares were transferred. The restriction on transfer established herein shall be noted conspicuously on the stock certificates issued by the Corporation. 2. If any stockholder should desire to transfer any or all of such stockholders' shares of the Corporation and such proposed transfer constitutes a Category I Transfer (a "Proposed Category I Transferor"), such Proposed Category I Transferor shall provide the Corporation with a written statement of the identity of the person or entity to who the Category I Transfer is sought to be made and the terms and conditions pursuant to which the Proposed Category I Transferor desires to make such Category I Transfer. Upon receiving a copy of the written statement setting out the Category I Transfer, the Corporation shall have thirty (30) days in which to determine whether to grant written consent to the Category I Transfer. If the Corporation should deny its consent to the Category I Transfer, then the Proposed Category I Transferor shall have the right to require the Corporation, and the Corporation shall be obligated, to purchase the shares that are the subject of the Category I Transfer for a price equal to the proportionate share of the Corporation's book value represented by such shares, as reflected on the balance sheet prepared by the Corporation's accountants for the end of the last fiscal year preceding the Corporation's receipt of the written statement setting forth the Category I Transfer. Such purchase by the Corporation shall occur within thirty (30) days of the date upon which the Corporation should deny providing written approval of the Category I Transfer. 3. If, for any reason, the Corporation is legally prohibited or otherwise incapable of complying with its purchase obligation established in paragraph (A)2. of this Article SEVENTH, then the Proposed Category I Transferor shall have the right to engage in the Category I Transfer, but only to the person or entity identified in, and pursuant to the terms and conditions set forth in, the written statement delivered to the Corporation pursuant to paragraph (A)2. of this Article SEVENTH, and the shares transferred pursuant to the Category I Transfer shall be subject to the same restriction upon transfer that was imposed upon the shares in the hands of the Proposed Category I Transferor. If the Category I Transfer is not effected within thirty (30) days following the date on which the Proposed Category I Transferor is notified in writing of the facts that the Corporation is legally prohibited or otherwise incapable of complying with its purchase obligation established in paragraph (A)2. of this Article SEVENTH, then the authority provided herein to effect the Category I Transfer shall expire and the Category I Transfer shall be prohibited. (B) Category II Transfers. 1. With respect to any proposed transfer of the issued and outstanding shares of stock of any class or series of stock of the Corporation that is not a Category I Transfer (a "Category II Transfer"), such shares of stock shall not be transferred, whether consensually or by 5MRH:200K

15 operation of law, without the prior written approval of both the Corporation and the holders of a majority of the issued and outstanding shares of the Corporation that are not owned by the stockholder whose transfer of shares of stock is at issue (voting as a single class and on as asconverted basis), which approval may be given or withheld at the sole discretion of the Corporation and such other stockholders whose prior written approval is required. Any Category II Transfer without the prior written approval of both the Corporation and the holders of a majority of the issued and outstanding shares of the Corporation that are not owned by the stockholder whose transfer of shares of stock is at issue shall be void, and the Corporation shall not recognize the validity thereof on its books and records. Whenever a Category II Transfer of shares is permitted by the Corporation and the holders of a majority of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor (as hereafter defined), the person or entity to whom the shares are transferred shall take such shares subject to the same restriction upon transfer that was imposed upon the shares in the hands of the stockholder from whom the shares were transferred. The restriction on transfer established herein shall be noted conspicuously on the stock certificates issued by the Corporation. 2. If any stockholder should desire to transfer any or all of such stockholders' shares of the Corporation and such proposed transfer constitutes a Category II Transfer (a "Proposed Category II Transferor"), such Proposed Category II Transferor shall provide the Corporation and the holders of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor with a written statement of the identity of the person or entity to who the proposed transfer is sought to be made and the terms and conditions pursuant to which the Proposed Category II Transferor desires to make such transfer. Upon receiving a copy of the written statement setting out the Category II Transfer, the Corporation and other stockholders shall have thirty (30) days in which to determine whether to grant written consent to the Category II Transfer. If either the Corporation or the holders of a majority of the issued and outstanding shares of the Corporation that are not owned by Proposed Category II Transferor (voting as a single class and on as as-converted basis) should deny their consent to the Category II Transfer, then the Proposed Category II Transferor shall have the right to require the Corporation, and the Corporation shall be obligated, to purchase the shares that are the subject of the Category II Transfer for a price equal to the proportionate share of the Corporation's book value represented by such shares, as reflected on the balance sheet prepared by the Corporation's accountants for the end of the last fiscal year preceding the Corporation's receipt of the written statement setting forth the Category II Transfer. Such purchase by the Corporation shall occur within thirty (30) days of the date upon which the Corporation or holders of a majority of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor should deny providing written approval of the Category Il Transfer. 3. If, for any reason, the Corporation is legally prohibited or otherwise incapable of complying with its purchase obligation established in paragraph (B)2. of this Article SEVENTH, then the holders of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor shall have the right, on a pro-rata basis, to purchase the shares that are subject to the Category II Transfer for a price equal to the proportionate share of the Corporation's book value represented by such shares, as reflected on the balance sheet prepared by the Corporation's accountants for the end of the last fiscal year preceding the Corporation's receipt of the written statement setting forth the Category II Transfer. If some, but less than all, of the holders of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor should decline to exercise their right to MRII

16 purchase any or all of the number of shares that such holders are entitled to purchase pursuant to this paragraph (B)3. of this Article SEVENTH, then the other holders of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor, and who have not declined to exercise such right, shall have the right to purchase the balance of the shares at issue on a pro-rata basis for a price equal to the proportionate share of the Corporation's book value represented by such shares, as reflected on the balance sheet prepared by the Corporation's accountants for the end of the last fiscal year preceding the Corporation's receipt of the written statement setting forth the Category II Transfer. 4. If, for any reason, the Corporation is legally prohibited or otherwise incapable of complying with its purchase obligation established in paragraph (B)2. of this Article SEVENTH and all of the holders of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor have declined to exercise their rights pursuant to paragraph (B)3. of this Article SEVENTH, then the Proposed Category II Transferor shall have the right to engage in the Category II Transfer, but only to the person or entity identified in, and pursuant to the terms and conditions set forth in, the written statement delivered to the Corporation pursuant to paragraph (13)2. of this Article SEVENTH, and the shares transferred pursuant to the Category II Transfer shall be subject to the same restriction upon transfer that was imposed upon the shares in the hands of the Proposed Category II Transferor. If the Category Il Transfer is not effected within thirty (30) days following the date on which the Proposed Category II Transferor is notified in writing of the facts that this. Corporation is legally prohibited or otherwise incapable of complying with its purchase obligation established in paragraph (B)2. of this Article SEVENTH and all of the holders of the issued and outstanding shares of the Corporation that are not owned by the Proposed Category II Transferor have declined to exercise their rights pursuant to paragraph (B)3. of this Article SEVENTH, then the authority provided herein to effect the Category II Transfer shall expire and the Category II Transfer shall be prohibited. (C) Book Value. For purposes of this Article SEVENTH, "book value" shall be determined in accordance with generally accepted accounting principles applied consistently from year to year and with the determination by the Corporation's accountants of the book value of the Corporation's shares being conclusive in the absence of fraud. EIGHTH: To the fullest extent permitted by the General Corporation Law of Delaware, including, without limitation, as provided in Section I 02(b)(7) of the General Corporation Law of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is amended after approval by the stockholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article EIGHTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time. NINTH: (A) Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, S M RI i

17 cr minal, administrative or investigative (hereinafter, a -proceeding") by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity (hereafter, an Indemniteel, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, other expenses and losses, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such Indemnitee in connection with such proceeding and such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation or a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise at the request of the Corporation, and shall inure to the benefit of his or her heirs, executors and administrators; provided, however that, except as provided in paragraph (B) of this Article NINTH, the Corporation shall indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by Indemnitee only if the commencement of such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article NINTH shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition; provided, however that the payment of such expenses incurred in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, which undertaking shall itself be sufficient without the need for further evaluation of any credit aspects of the undertaking or with respect to such advancement, by or on behalf of the Indemnitee seeking such advancement to repay all amounts so advanced if it shall ultimately be determined by a final, non-appealable order of a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified under this Article NINTH or otherwise. The Corporation may, by action of the Board of Directors, provide indemnification and advancement to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification and advancement to directors and officers. (B) If a claim under paragraph (A) of this Article NINTH is not paid in full by the Corporation within sixty (60) days after a written claim, together with reasonable evidence as to the amount of such expenses, has been received by the Corporation, except in the case of a claim for advancement of expenses (including attorneys' fees), in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense, including attorneys' fees, of prosecuting such claim It shall be a defense to any such action, other than an action brought to enforce a claim for expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation, that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation WM