Longfoot Communications Corp. 8-k (events Or Changes Between Quarterly Reports) 2009-02-20

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2009 KIDVILLE, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of incorporation)

333-130110 (Commission File Number)

163 E. 84th Street New York, NY (Address of Principal Executive Offices)

76-0763470 (I.R.S. Employer Identification No.)

10028 (Zip Code)

Registrant’s telephone number, including area code: (212) 772-8435

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02. Unregistered Sales of Equity Securities On February 19, 2009, Kidville, Inc. (the “Company”) sold and issued 2,618,750 shares of its 13.0% Series A Cumulative Convertible Preferred Stock (“the Series A Preferred”), par value $0.001 per share, for an aggregate purchase price of $1,047,500, together with warrants (the “Warrants”) to purchase up to an aggregate of 916,563 shares of common stock at an exercise price of $0.65 per share (the “Private Placement”). The holders of shares of Series A Preferred may at any time and from time to time convert such shares into shares of the Company’s common stock and the Company may at any time after August 8, 2010, subject to the fulfillment of certain conditions, convert such shares in whole but not in part into shares of its common stock, in each case in accordance with the terms of the Company’s recently filed Certificate of Designation (as defined in Item 5.03 to this Current Report on Form 8-K). The foregoing description of the Warrants contained herein does not purport to be complete and is qualified in its entirety by reference to the Form of Warrant to Purchase Shares of Common Stock, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this Item 3.02. The issuance of securities in the Private Placement was made in reliance upon an available exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof, to persons who are “accredited investors” as defined in Regulation D promulgated under the Securities Act. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On February 17, 2009, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation (the “Certificate of Designation”). The Certificate of Designation created out of the Company’s authorized and unissued shares of Preferred Stock the Series A Preferred, with an initial stated value of $0.40 per share, consisting of 6,250,000 shares, having the designations, preferences, relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof as are set forth in the Company’s Certificate of Incorporation and in the Certificate of Designation. The foregoing description of the Certificate of Designation contained herein does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this Item 5.03. Item 9.01. Financial Statements and Exhibits (d) Exhibits 3.1 Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 13.0% Series A Cumulative Convertible Preferred Stock, and Qualifications, Limitations and Restrictions thereof. 4.1 Form of Warrant to Purchase Shares of Common Stock.

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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kidville, Inc.

Date: February 20, 2009 Stenzler

/s/ Andy Andy Stenzler

Ch and Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF DESIGNATION OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF 13.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK, AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

Kidville, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to authority conferred upon the board of directors of the Corporation (the “Board of Directors”) by its Amended and Restated Certificate of Incorporation (hereinafter referred to, including as it may be amended from time to time, as the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of the DGCL, said Board of Directors on February 10, 2009, duly approved and adopted the following resolution (the “Resolution”): RESOLVED, that, pursuant to the authority vested in the Board of Directors by the Corporation’s Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for the issuance of 13.0% Series A Cumulative Convertible Preferred Stock, par value $0.001 per share, with an initial stated value of $0.40 per share, consisting of 6,250,000 shares, having the designations, preferences, relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof that are set forth in the Certificate of Incorporation and in this Resolution as follows: (a) Designation. There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock designated as the “13.0% Series A Cumulative Convertible Preferred Stock.” The number of shares constituting such series shall be 6,250,000 and such shares are referred to herein as the “Series A Preferred Stock.” The liquidation preference of the Series A Preferred Stock shall be $0.40 per share as adjusted for each stock combination, stock split, recapitalization, or similar corporate action that is the functional equivalent of any of the foregoing, with respect to such share, plus any and all accrued unpaid dividends thereon (the “Liquidation Amount”).

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(b) Rank. The Series A Preferred Stock shall, with respect to dividend distributions and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to all classes of Common Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation existing or hereafter created that are not Senior Securities or Parity Securities (collectively referred to, together with all classes of Common Stock, as “Junior Securities”); (ii) on a parity with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up or dissolution (collectively referred to as “Parity Securities”), provided that any such hereafter created Parity Securities that were not approved by the Holders in accordance with paragraph (f)(ii) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series A Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities that were not approved by the Holders in accordance with paragraph (f)(ii) hereof shall be deemed to be Junior Securities and not Senior Securities. (c)

Dividends.

(i) From the Issue Date, (A) the Holders shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends on each share of Series A Preferred Stock at a rate per annum equal to 13.0% of the Liquidation Amount per share of the Series A Preferred Stock, and (B) in the event that the Corporation shall declare a dividend or make any other distribution (including, without limitation, in cash, in Capital Stock (which shall include, without limitation, any options, warrants, convertible securities or other rights to acquire Capital Stock of the Corporation, whether or not pursuant to a shareholder rights plan, “poison pill” or similar arrangement) or of other property or assets) on or with respect to shares of any class of Common Stock of the Corporation, then the Board of Directors shall declare, and the Holders shall be entitled to receive in respect of each share of Series A Preferred Stock, a dividend or distribution in an amount equal to the amount of such dividend or distribution received by a holder of the number of shares of Common Stock for which such share of Series A Preferred Stock is convertible on the date of the payment of such dividend or distribution to holders of Common Stock. All dividends provided for in clause (A) above shall be cumulative, whether or not earned or declared, accruing on an annual basis from the Issue Date. In the event that the Corporation shall not have funds legally available for, or is otherwise prohibited by the DGCL, or any other applicable law, from paying any amounts under this paragraph (c)(i), the obligation to pay such amounts shall be carried forward and fulfilled when such funds are legally available and the Corporation is permitted to do so under the DGCL or any other applicable law.

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Each dividend shall be payable to the Holders of record as they appear on the stock books of the Corporation on the applicable record date therefor; provided that any dividend or distribution payable pursuant to clause (B) above of the first paragraph of this paragraph (c)(i) shall be paid to the Holders of shares of record as they appear on the stock books of the Corporation on the record date applicable to holders of Common Stock and shall be paid to the Holders at the same time such dividend or distribution is made to holders of Common Stock, provided that such payment to all holders of Common Stock is not then prohibited under the DGCL or any other applicable law. (ii) All dividends paid with respect to shares of the Series A Preferred Stock pursuant to paragraph (c)(i) shall be paid in accordance with their percentage ownership interest to the Holders entitled thereto. (iii) (A) No full dividends shall be declared by the Board of Directors or paid or set apart for payment by the Corporation on any Parity Securities for any period unless full cumulative dividends have been or contemporaneously are declared and paid in full, or declared and a sum in cash set apart sufficient for such payment, on the Series A Preferred Stock for all periods terminating on or prior to the date of payment of such full dividends on such Parity Securities. If any dividends are not so paid, all dividends declared upon shares of the Series A Preferred Stock and any Parity Securities shall be declared proportionally so that the amount of dividends declared per share on the Series A Preferred Stock and such Parity Securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such Parity Securities bear to each other. (B) So long as any share of the Series A Preferred Stock is outstanding, the Corporation shall not declare, pay or set apart for payment any dividend on any of the Junior Securities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Junior Securities, whether in cash, obligations or shares of the Corporation or other property, and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Junior Securities or any such warrants, rights, calls or options (other than in exchange for Junior Securities) unless (1) full cumulative dividends determined in accordance herewith on the Series A Preferred Stock have been paid in full for all periods ended prior to the date of such payment and (2) such payment is in compliance with paragraph (f)(ii)(4) hereof. (C) So long as any share of the Series A Preferred Stock is outstanding, the Corporation shall not (except with respect to dividends as permitted by paragraph (c)(iii)(A)) make any payment on account of, or set apart for payment money for a

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sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Parity Securities, whether in cash, obligations or shares of the Corporation or other property, and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Parity Securities or any such warrants, rights, calls or options. (iv) Dividends payable on the Series A Preferred Stock for any period less than a year shall be computed on the basis of a 360-day year of twelve 30-day months and, for periods not involving a full calendar month, the actual number of days elapsed (not to exceed 30 days). (v) The Corporation may, at its option, pay accrued dividends on the Series A Prefered Stock in Common Stock valued at the lower of the Current Market Price or the Reference Issue Price on the date of such dividend is declared by the Board of Directors. (d)

Liquidation Preference.

(i) Upon the occurrence of a Liquidation Event, the Holders shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (x) the sum of the Liquidation Amount for each share of Series A Preferred Stock outstanding plus an amount in cash equal to accumulated and unpaid dividends thereon to the date of such Liquidation Event, or (y) the amount they would be entitled to receive as if all of the shares of Series A Preferred Stock had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive a distribution in such Liquidation Event, before any cash distribution shall be made or any other assets distributed in respect of Junior Securities to the holders of any Junior Securities including, without limitation, Common Stock of the Corporation (the “Liquidation Payment”). (ii) If upon any Liquidation Event, the amounts payable with respect to the Series A Preferred Stock under paragraph (d)(i) above are not paid in full, the Holders and the holders of Parity Securities will share equally and ratably in any distribution of assets of the Corporation first in proportion to the full liquidation preference to which each is entitled until such preferences are paid in full, and then in proportion to their respective amounts of accumulated but unpaid dividends, if any, and any such remaining unpaid amounts shall remain due and payable until such time as they are paid in full. (iii) As used herein, a “Liquidation Event” shall include (A) the closing of the sale, transfer, license, or other disposition of all or substantially all of the Corporation’s assets, (B) the consummation of a merger or consolidation of the Corporation with or into another entity (except a merger or consolidation in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least 50%

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of the voting power of the capital stock of the Corporation or the surviving or acquiring entity), (C) the acquisition, in one transaction or a series of related transactions occurring after the Issue Date, by a Person (other than an underwriter of the Corporation’s securities) or group of Persons acting in concert, of 50% or more of the outstanding voting stock of the Corporation, or (D) a liquidation, dissolution or winding up of the affairs of the Corporation. For purposes of this definition, the sale or conveyance (by lease, assignment, transfer or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more subsidiaries of the Corporation, the Capital Stock of which constitutes all or substantially all of the Corporation’s assets, shall be deemed to be the transfer of all or substantially all of the assets of the Corporation. The treatment of any particular transaction or series of related transactions as a Liquidation Event may be waived by the written consent of the Holders of a majority of the outstanding Series A Preferred Stock. (e)

Conversion and Anti-Dilution Provisions.

(i) Holders’ Right to Convert. The Holder of any share of Series A Preferred Stock may at any time and from time to time convert such share into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) the Liquidation Amount of the share by (B) the Conversion Price. Such conversion right shall be exercised by the surrender of the shares to be converted to the Corporation, accompanied by written notice to the Corporation of such Holder’s election to convert in the form of Annex A hereto. (ii) Corporation’s Right to Convert. The Corporation may, at any time after August 8, 2010, convert the outstanding Series A Preferred Stock in whole but not in part, with each share of Series A Preferred Stock converting into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (A) the Liquidation Amount of the share by (B) the Conversion Price then in effect, if the aggregate market value of the Common Stock, (as determined by multiplying (a) the number of shares of Common Stock outstanding (excluding (x) the shares of Common Stock issuable upon the exercise of all outstanding warrants and other convertible securities or instruments issued by the Corporation, (y) all shares of capital stock issued, issuable or reserved for issuance pursuant to or under the Corporation’s 2008 Incentive Compensation Plan and (z) the shares of Common Stock issuable upon conversion of the Series A Preferred Stock), by (b) the closing sale price of a share of Common Stock, as reported on the over-the-counter bulletin board, or, if the Common Stock has been admitted to trading on a nationally recognized stock exchange or market quotation system (including, without limitation, the NYSE Alternext US), as reported on such exchange or market quotation system), shall, during any forty-five (45) trading days within any consecutive ninety (90) day period, equal or exceed One Hundred Fifty Million Dollars ($150,000,000.00).

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(iii) Method of Holder Initiated Conversion. To convert a share of Series A Preferred Stock into shares of Common Stock pursuant to subparagraph (e)(i), the Holder of such share of Series A Preferred Stock must surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and give written notice to the Corporation at its principal corporate office of the election to convert such shares, and, if desired, the name of such Holder’s nominee in which the certificates for Common Stock issued upon such conversion are to be issued; provided, however, that a Holder may make its conversion contingent upon the consummation of one or more events and such Holder’s shares of Series A Preferred Stock shall not be deemed to be converted until immediately prior to the consummation of such event(s) (but solely for purposes of determining any record date for the stockholders of the Corporation entitled to participate in such event(s), such conversion shall be deemed to have occurred immediately prior to such record date). The Corporation shall, as soon as practicable after such surrender (and following the effectiveness of such conversion, in the case of a conditional conversion), issue and deliver at such office to such Holder, or to the nominee or nominees of such Holder, a certificate or certificates for the number of shares of Common Stock to which such Holder is entitled as a result of such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date notice of conversion is received by the Corporation, and upon the effectiveness of such conversion on such date, all rights of the Holder of such shares of Series A Preferred Stock as a Holder of such shares shall cease at such time, and the Person(s) in whose name(s) the certificates for such shares of Common Stock are to be issued shall be treated for all purposes as having become the record holder(s) thereof at such time; provided, however, that if a Holder shall have elected to make its conversion contingent upon the consummation of one or more events, such conversion shall not be effective until immediately prior to the consummation of such event(s) (but solely for purposes of determining any record date for the stockholders of the Corporation entitled to participate in such event(s), such conversion shall be deemed to have occurred immediately prior to such record date), it being understood that if such event(s) is/are not consummated in accordance with the terms of such conditional conversion then such conversion shall not be effective unless consented to in writing by such Holder. Notwithstanding the foregoing, if the Holder’s stock certificates have been lost, stolen, or destroyed, then in lieu of delivering such certificates pursuant to this subparagraph(e)(iii), such Holder may notify the Corporation or its transfer agent to such effect and deliver an executed agreement, reasonably satisfactory to the Corporation, to indemnify the Corporation from any loss incurred by it in connection with such lost, stolen, or destroyed certificates. (iv) Method of Corporation Initiated Conversion. In the event of a conversion pursuant to subparagraph (e)(ii), immediately prior to the close of business on the date of receipt of notice by each Holder from the Corporation of its election to convert all of the outstanding shares of Series A Preferred Stock, the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the Holders of such shares or any other Person and whether or not the certificates representing such shares

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are surrendered to the Corporation or its transfer agent, whereupon all rights of the Holders of such shares of Series A Preferred Stock as Holders of such shares shall cease, and the Person(s) in whose name(s) the certificates representing the underlying shares of Common Stock are to be issued shall be treated for all purposes as having become the record holder(s) thereof; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred Stock are either delivered to the Corporation or its transfer agent, as provided below, or the Holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such conversion of Series A Preferred Stock, the Holders shall surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Series A Preferred Stock or provide an indemnity agreement as described above. Thereupon, there shall be issued and delivered to such Holder promptly at such office and in its name as shown on such surrendered certificate or certificates (or as contemplated by such indemnity agreement), a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred Stock surrendered were convertible on the date on which such conversion occurred. (v) Adjustments to Number of Shares and Conversion Price. The number of shares of Common Stock issuable upon conversion of each share of Series A Preferred Stock shall be adjusted from time to time as follows: (A) If, after the Issue Date, the Corporation (I) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock, (II) subdivides its outstanding shares of Common Stock into a greater number of shares, (III) combines its outstanding shares of Common Stock into a smaller number of shares, or (IV) issues by reclassification of its shares of Common Stock any shares of Capital Stock of the Corporation (including any reclassification in connection with a merger or consolidation in which the Corporation is the surviving corporation), then the number of shares of Common Stock issuable upon conversion of each share of Series A Preferred Stock shall be adjusted so that the Holder of any share of the Series A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number and kind of shares of Capital Stock that such Holder would have owned immediately following such action had such share been converted immediately prior thereto, and the Conversion Price shall be appropriately adjusted to reflect any such event. An adjustment made pursuant to this subparagraph (e)(v)(A) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event described above shall occur.

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(B) If, after the Issue Date, the Corporation issues or sells any shares of Common Stock or is deemed to have issued or sold any shares of its Common Stock (including Common Stock deemed to have been issued or sold pursuant to subparagraph (e)(v)(E)(III) as a result of the issuance of any options, warrants or convertible securities) for consideration of less than the Reference Issue Price, then the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such date by a fraction (x) the numerator of which shall be the number of shares of Common Stock outstanding on such date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so issued or sold (or deemed issued or sold) (or the aggregate conversion price or exercise price of the warrants, options or convertible securities so issued or sold (or deemed issued or sold)) would purchase at the Reference Issue Price per share of Common Stock on such date, and (y) the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock issued or sold (or deemed issued or sold) (or into which the warrants, options or convertible securities so issued or sold (or deemed issued or sold) are convertible). (C) If, after the Issue Date, the Corporation declares a distribution payable in securities of other Persons, evidences of indebtedness issued by the Corporation or other Persons, or assets (excluding cash dividends which shall be treated as provided for herein), then in each such case the Conversion Price shall be adjusted to the amount determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price per share of the Common Stock on the record date mentioned below (which will be prior to the distribution) less the then Fair Market Value of the portion of the securities, evidences of indebtedness, or assets so distributed applicable to one share of Common Stock, and (y) the denominator of which shall be such Current Market Price per share of Common Stock. Such adjustment shall be effective immediately after the record date for the determination of stockholder entitled to receive such distribution. (D) Notwithstanding any of the other provisions of this subparagraph (e)(v), no adjustment shall be made to the Conversion Price as a result of any of the following: (I) the grant of options, warrants, or rights to purchase Common Stock to employees, officers, directors or strategic partners of the Corporation and its subsidiaries under option plans and agreements approved in good faith by the Board of Directors with an exercise price per share of not less than the Current Market Price per share of Common Stock on the date such option, warrant or other right is issued;

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(II) the issuance or deemed issuance of any Common Stock in connection with the closing of any (i) acquisition or license by the Company of assets of a third party in in an arm’s-length transaction or (ii) the consummation of a merger or consolidation of the Corporation with or into another entity to the extent such transaction(s) is or are approved by the legally adopted vote or consent of the Board of Directors and certified in a board resolution Board of Directors; (III) without duplication of clause (I) above, the issuance of securities upon exercise or conversion of options, warrants, rights or other securities that are outstanding on the Issue Date, including the warrants issuable to the Holders of the Series A Preferred; (IV) the issuance or deemed issuance of any Common Stock to the Holders of the Series A Preferred in connection with the payment of accrued dividends on the Series A Prefered Stock; and (V) of this subparagraph (e)(v); and

the issuance of securities for which an adjustment is made under another provision

(VI) the issuance or deemed issuance by the Corporation of Common Stock representing no more than five percent (5%) of the fully diluted Common Stock of the Corporation outstanding on the Issue Date at one or more sale price(s) representing not less then 90% of the Current Market Price of such Common Stock as of the date of such sale, which shall for all purposes be treated as though such sale(s) had been made at the Current Market Price of such Common Stock. (E)

The following rules shall apply for purposes of this subparagraph (e)(v):

(I) In the case of the issuance or sale (or deemed issuance or sale) of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions, or the expenses allowed, paid, or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (II) In the case of the issuance or sale (or deemed issuance or sale) of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be valued at the Fair Market Value thereof; (III) In the case of the issuance or sale of options or warrants to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options or warrants to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this subparagraph (e)(v):

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(a) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options or warrants to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options, warrants, or rights were issued and for consideration equal to the consideration (determined in the manner provided in this subparagraph (e)(v)(E)), if any, received by the Corporation upon the issuance of such options, warrants, or rights plus the minimum exercise price provided in such options, warrants, or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (b) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options or warrants to purchase rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options, warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such securities or options, warrants, or rights, plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or upon the exercise of such options, warrants or rights and subsequent conversion or exchange of the underlying convertible or exchangeable securities, as appropriate (the consideration in each case to be determined in the manner provided in this subparagraph (e)(v)(E)). (c) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon exercise of such options, warrants, or rights with

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respect to either Common Stock or such convertible or exchangeable securities or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price, to the extent in any way affected by or computed using such options, warrants, rights, or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options, warrants, or rights or the conversion or exchange of such securities. (d) Upon the expiration of any such options, warrants, or rights with respect to either Common Stock or such convertible or exchangeable securities or the termination of any such rights to convert or exchange, the Conversion Price, to the extent in any way affected by or computed using such options, warrants, rights, or securities shall be recomputed to reflect the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants, or rights with respect to Common Stock, upon the conversion or exchange of such securities, or the number of shares of Common Stock issuable upon conversion or exchange of the convertible or exchangeable securities that were actually issued upon exercise of options, warrants or rights related to such securities. (e) The number of shares of Common Stock deemed issued and the consideration deemed paid thereof pursuant to subparagraphs (e)(v)(E)(III)(a) and (b) shall be appropriately adjusted to reflect any change, termination, or expiration of the type described in either subparagraph (e)(v)(E)(III)(c) or (d). (F) Notwithstanding any of the other provision of this subparagraph (e)(v), no adjustment shall be made to the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock or the Conversion Price as a result of an event for which an adjustment is made under another provision of this paragraph (e). (G) For purposes of this subparagraph (e)(v), no adjustment of the Conversion Price shall be made in an amount less than 1/100th of one cent per share; provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made. (vi) Fractional Shares. No fractional shares of Common Stock shall be issued upon the conversion of any share or shares of Series A Preferred Stock but instead,

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upon conversion, at the option of the exercising Holder, either (i) fractional shares shall be rounded up to the nearest whole share and the exercising Holder shall pay to the Corporation the portion of the Conversion Price per share represented by such fractional share or (ii) the Corporation shall pay to the exercising Holder the portion of the Current Market Price per share of Common Stock represented by such fractional share. If more than one such share of Series A Preferred Stock is surrendered for conversion at the same time by the same Holder, the number of full shares that are issuable upon the conversion thereof shall be computed on the basis of the aggregate number of shares so surrendered. (vii) Mergers; Etc. If there is (i) any consolidation, merger, or conversion of form of legal entity to which the Corporation is a party, other than a consolidation or a merger that does not result in any reclassification or exchange of, or change in, outstanding shares of the Common Stock and other than a Liquidation Event, or (ii) any other event that causes the holders of Common Stock to receive a different or additional kind or amount of shares of stock or other securities or other property (other than an event for which an adjustment in the kind and amount of shares of stock or other securities or other property for which the Series A Preferred Stock is convertible is otherwise made pursuant to this paragraph (e) and other than a Liquidation Event), then the Holder of each share of Series A Preferred Stock then outstanding shall have the right upon conversion pursuant to the terms hereof to receive the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger or other event by a holder of the number of shares of Common Stock issuable upon conversion of such share immediately prior to such consolidation, merger or other event, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this paragraph (e). The provisions of this subparagraph (e)(vii) shall similarly apply to successive consolidations, mergers and other events. (viii) Reserves. The Corporation covenants that it will at all times reserve and keep available, solely for the purpose of issuance upon conversion of the shares of Series A Preferred Stock, such number of shares of Common Stock as shall be issuable upon the conversion of all such outstanding shares, provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the conversion of shares of Series A Preferred Stock by delivery of shares of Common Stock that are held in the treasury of the Corporation. (ix) Transfer Taxes. The Corporation shall pay any and all documentary, stamp, issue or transfer taxes, and any other similar taxes payable in respect of the issue or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the Holder of the shares of Series A Preferred Stock to be converted and no such issue or delivery shall be made unless and until the person

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requesting such issue or delivery has paid to the Corporation the amount of any such tax or has established, to the reasonable satisfaction of the Corporation, that such tax has been paid. (x) No Adjustment Less than Par Value. No adjustment in the Conversion Price shall reduce the Conversion Price below the then par value of the Common Stock. (xi) Notice of Adjustment. Whenever the Conversion Price or conversion privilege is adjusted, the Corporation shall promptly mail to Holders a notice of the adjustment briefly stating the facts requiring the adjustment and the manner of computing it. (xii) (A)

Notice of Certain Transactions. In the event that: the Corporation proposes to take any action which would require an adjustment in the Conversion Price;

(B) the Corporation proposes to consolidate or merge with, or transfer all or substantially all of its property and assets to, another Person and stockholders of the Corporation must approve the transaction; or (C)

there is a proposed Liquidation Event;

the Corporation shall mail to the Holders a notice stating the proposed record or effective date, as the case may be. The Corporation shall mail the notice at least ten days before such record or effective date, whichever is first. (f)

Voting Rights.

(i) Generally. The Holders shall have the right to receive notice of any meeting of holders of Common Stock or Series A Preferred Stock and to vote upon any matter submitted to a vote of the holders of Common Stock or Series A Preferred Stock. Except as otherwise expressly set forth in the Certificate of Incorporation (including this Certificate of Designation and all other Certificates of Designation with respect to other classes or series of securities), the Holders shall vote on each matter submitted to them with the holders of Common Stock and all other classes and series of Capital Stock entitled to vote on such matter, taken together as a single class. (ii) Special Matters. For so long as at least 66 2/3% of the shares of Series A Preferred Stock issued under this Certificate of Designation remain outstanding, the Corporation may not effect any of the following after the Issue Date without the consent and approval of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting or consenting, as the case may be, as one class, separately from the holders of each other class and series of securities of the Corporation, in person or by proxy, either in writing or by resolution adopted at an annual or special meeting.

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(1) the authorization or issuance of (or reclassification of any Junior Securities to) any class of (or the amendment of any terms of) Parity Securities; (2) the authorization or issuance of (or reclassification of any Junior Securities or Parity Securities to) any class of (or the amendment of any terms of) Senior Securities; and (3) (A) the amendment or waiver of any of the terms of this Certificate of Designation or (B) the amendment or waiver of any other terms of the Certificate of Incorporation so as to affect (whether by merger, consolidation or otherwise) the specified rights, powers, preferences, or voting rights of the Series A Preferred Stock, including, in each case, any action to increase or decrease the number of authorized shares of Series A Preferred Stock. Notwithstanding the foregoing, without the consent of each Holder, no such amendment or waiver of the Certificate of Incorporation (whether by merger, consolidation or otherwise) may (i) subject any Holder to any additional obligation, (ii) reduce the Liquidation Amount of or dividend rate on the Series A Preferred Stock, (iii) postpone the date fixed for any payment of the Liquidation Amount, or any dividends or other payments in respect of the Series A Preferred Stock, (iv) change the percentage of the shares of Series A Preferred Stock the Holders of which shall be required to consent or take any other action under this paragraph (f) or any other provision of this Certificate of Designation, (v) adversely affect the conversion or anti-dilution rights of the Series A Preferred Stock or (vi) adversely affect the ranking of the Series A Preferred Stock. (iii) Number of Votes. In any case in which the holders of the Series A Preferred Stock shall be entitled to vote pursuant to this Certificate of Designation or pursuant to the DGCL or other applicable law, each Holder entitled to vote with respect to such matter shall be entitled to vote, with respect to each share of such Series A Preferred Stock, the number of votes that equals the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible. (g) Conversion or Exchange. The Holders shall not have any rights hereunder to convert shares of the Series A Preferred Stock into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of Capital Stock of the Corporation other than as provided in this Certificate of Designation. (h) Reissuance of Series A Preferred Stock. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed or exchanged, shall (upon compliance with any applicable provisions of the DGCL or other applicable law) have the status of authorized and unissued shares of Preferred Stock undesignated as to series and may be redesignated and reissued as part of any series of Preferred Stock; provided that any issuance of such shares of Preferred Stock must be in compliance with the terms hereof.

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(i) Business Day. If any payment, redemption or exchange shall be required by the terms hereof to be made on a day that is not a Business Day, such payment, redemption or exchange shall be made on the immediately succeeding Business Day (j) Optional Redemption Right of the Corporation. The Corporation shall, to the extent it may lawfully do so, have the right to redeem, upon giving fifteen (15) days’ written notice to the Series A Holders (the “Redemption Notice”), all of the then outstanding shares of Series A Preferred Stock by paying in cash therefor a sum per share equal to the Reference Issue Price, plus all accrued but unpaid dividends on such shares (the “Redemption Price”) on a date (the “Redemption Date”) that is no later than thirty (30) days after the date such notice is received by the Holders. If the Redemption Notice shall have been duly given and if, on or before the Redemption Date, all funds necessary for such redemption shall have been set aside by the Corporation in trust for the account of the holders of the Series A Preferred Stock to be redeemed, so as to be available therefore, then, from and after the mailing of the Redemption Notice, notwithstanding that any certificate for shares of Series A Preferred Stock so called for redemption shall not have been surrendered for cancellation, all rights in or with respect to such shares shall terminate except the right of the holder to (i) receive the Redemption Price, without interest, upon compliance with the procedures specified in the Redemption Notice, or (ii) convert such shares of Series A Preferred Stock into Common Stock pursuant to paragraph (e)(i), not later than the fourth business day preceding the Redemption Date. (k) Notices. Unless otherwise provided in this Certificate of Designation or by applicable law, all notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, delivered by facsimile or courier service, or mailed, certified with first class postage prepaid, or emailed, to its address set forth on the books of the Corporation, in the case of communications to a stockholder, and to the registered office of the Corporation in the State of Delaware with a copy to the chief executive offices of the Corporation at 163 East 84th Street, New York, New York 10028, Attention: Andy Stenzler, for all communications to the Corporation. Each such notice, request, demand, or other communication shall be deemed to have been given and received (whether actually received or not) on the date of actual delivery thereof, if personally delivered or delivered by facsimile transmission (if receipt is confirmed at the time of such transmission by telephone), or on the third day following the date of mailing, if mailed in accordance with this paragraph (k), or on the day specified for delivery to the courier service (if such day is one on which the courier service will give normal assurances that such specified delivery will be made); provided that no email communications shall be deemed to have been received unless the intended recipient thereof shall reply confirming receipt. Any notice, request, demand, or other communication given otherwise than in accordance with this paragraph (k) shall be deemed to have been given on the date actually

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received. Any stockholder may change its address for purposes of this paragraph (k) by giving written notice of such change to the Corporation in the manner hereinabove provided. Whenever any notice is required to be given by law or by this Certificate of Designation, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice. (l) Definitions. As used in this Certificate of Designation, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires: “Affiliate” as applied to any Person, means (a) any Person which directly or indirectly controls, is controlled by, or is under common control with such Person, and (b) any Person who is a director, officer, partner or principal of such Person or of any Person which directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting stock, by contract or otherwise. “Board of Directors” shall have the meaning provided in the first paragraph of this Certificate of Designation. “Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close. “Capital Stock” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) capital stock. “Certificate of Designation” means this Certificate of Designation creating the Series A Preferred Stock. “Certificate of Incorporation” shall have the meaning provided in the first paragraph of this Certificate of Designation. “closing bid price”: with respect to the Common Stock on any trading day, shall mean (A) if the Common Stock is listed or admitted to trading on any securities exchange, the closing price, regular way, on such day on the principal exchange on which the Common Stock is traded, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) if the Common Stock is not then listed or admitted to trading on any securities exchange, the last reported sale price on

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such day, or if there is no such last reported sale price on such day, the average of the closing bid and the asked prices on such day, as reported by a reputable quotation source designated by the Corporation or (C) if neither clause (A) nor (B) is applicable, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City of New York, customarily published on each trading day, in each case designated by the Corporation. If there are no such prices on a trading day, then the closing bid price shall not be determinable for such trading day. “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the Issue Date such Commission is not existing and performing the duties now assigned to it under the Exchange Act, the body performing such duties at such time. “Common Stock” means the Corporation’s Common Stock, par value $0.001 per share. “Conversion Price” means $0.40 and shall be subject to adjustment as provided herein. “Corporation” shall have the meaning provided in the first paragraph of this Certificate of Designation. “Current Market Price” per share of Common Stock on any date means: (A) if the Common Stock is not registered under the Exchange Act, the value of the Common Stock determined by (A) the legally adopted good faith vote or consent of the Board of Directors and certified in a board resolution, or (B) if the Board of Directors is unable or unwilling to determine such value within a period of 30 days, an Independent Financial Advisor, or (B) if the Common Stock is registered under the Exchange Act, the average of the daily closing bid prices of the Common Stock for the 20 consecutive trading days preceding such date, but only if the Common Stock shall have been listed on a national securities exchange or traded through an automated quotation system during such entire 20 trading day period. If the Common Stock shall have not been so listed or traded for such entire 20 trading day period, the Current Market Price per share of Common Stock shall be determined as if the Common Stock was not registered under the Exchange Act. “DGCL” means the General Corporation Law of the State of Delaware.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. “Fair Market Value” means, with respect to any asset or property, the price which would be negotiated in an arm’s-length transaction, for cash, between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined (A) by the legally adopted good faith vote or consent of the Board of Directors and certified in a Board Resolution, or (B) if the Board of Directors is unable or unwilling to determine such value within a period of thirty (30) days, the Fair Market Value shall be determined by an Independent Financial Advisor. “Holder” means a holder of shares of Series A Preferred Stock as reflected in the register maintained by the Corporation or the transfer agent for the Series A Preferred Stock. “Independent,” as applied to a Person, means that such Person (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the Corporation or any of its subsidiaries, or in any Affiliate of the Corporation or any of its subsidiaries (other than as a result of holding securities of the Corporation in trading accounts) and (iii) is not an officer, employee, promoter, trustee, partner, director or Person performing similar functions for the Corporation or any of its subsidiaries or any Affiliate of the Corporation or any of its subsidiaries. “Independent Financial Advisor” means a reputable accounting, appraisal or investment banking firm that is, in the reasonable judgment of the Board of Directors, qualified to perform the task for which such firm has been engaged as contemplated hereunder, nationally recognized, disinterested and Independent with respect to the Corporation (including its subsidiaries) and its Affiliates and reasonably acceptable to the Required Holders. “Issue Date” means the first date on which shares of the Series A Preferred Stock are issued. “Junior Securities” shall have the meaning provided in paragraph (b). “Liquidation Amount” shall have the meaning provided in paragraph (a). “Liquidation Event” shall have the meaning provided in paragraph (d)(i). “Liquidation Payment” shall have the meaning provided in paragraph (d)(i). “Parity Securities” shall have the meaning provided in paragraph (b).

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“Person” means an individual, corporation, partnership, limited liability company, trust or trustee thereof, estate or executor thereof, unincorporated organization or joint venture, court or governmental unit or any agency or subdivision thereof, or any other legally recognizable entity. “Preferred Stock” means, with respect to any Person, Capital Stock of any class or classes (however designated) of such Person which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Capital Stock of any other class of such Person. “Reference Issue Price” means $0.40 per share of Common Stock (including Common Stock deemed to have been issued or sold pursuant to subparagraph (e)(v)(E)(III) as a result of the issuance of any options, warrants or convertible securities), as such amount shall be appropriately adjusted as provided for herein, including, without limitation, for any stock dividends or distributions, splits, subdivisions, combinations, reclassifications or similar events with respect to such Common Stock occurring after the Issue Date. “Required Holders” means the Holders of a majority of the then outstanding shares of Series A Preferred Stock. “Resolution” shall have the meaning provided in the first paragraph of this Certificate of Designation. “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Junior Securities now or hereafter outstanding, except a dividend payable solely in shares of that class of Junior Securities to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Junior Securities now or hereafter outstanding and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any shares of any class of Junior Securities now or hereafter outstanding. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. “Senior Securities” shall have the meaning provided in paragraph (b). “Series A Preferred Stock” shall have the meaning provided in paragraph (a).

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IN WITNESS WHEREOF, said Corporation has caused this Certificate of Designation to be signed by Andy Stenzler, its Chief Executive Officer, this 17th day of February, 2009. KIDVILLE, INC. By: /s/ Andy Stenzler Name: Andy Stenzler Title: Chief Executive Officer

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ANNEX A NOTICE OF CONVERSION (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF SERIES A PREFERRED STOCK) The undersigned hereby elects to convert the number of shares of Series A Preferred Stock indicated below into shares of common stock, par value $0.001 per share (the “Common Stock”), of Kidville, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation or its transfer agent. No fee will be charged to the holders for any conversion, except for any such transfer taxes. Conversion calculations: Date to Effect Conversion: _____________________________________________ Number of shares of Series A Preferred Stock owned: _______________ Number of shares of Common Stock to be Issued: ___________________________ Applicable Conversion Price:____________________________________________ Address for Delivery: __________________________________________________

HOLDER By:___________________________________ Name: Title:

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Exhibit 4.1

WARRANT CERTIFICATE THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT CERTIFICATE To Purchase Shares of Common Stock of Kidville, Inc. No.[ ]

[ ] Warrants

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THIS CERTIFIES THAT, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged [________], with an address at [________], or its registered assigns (the “Holder”), is the registered owner of the number of warrants specified above (collectively, the “Warrants”), each of which Warrants entitles the Holder, subject to the adjustment provisions and the conditions and limitations hereinafter set forth, to purchase from Kidville, Inc. (together with its successors and assigns, the “Company”), a corporation organized and existing under the laws of the State of Delaware, one share, as adjusted pursuant to Section 4 hereof, of the Common Stock at a purchase price of $0.65 per share, as adjusted pursuant to Section 4 hereof (the “Exercise Price”). The Warrants shall not be terminable by the Company prior to the Expiration Date. The shares of Common Stock issuable upon exercise of the Warrants (and any other or additional shares, securities or property that may hereafter be issuable upon exercise of the Warrants) are sometimes referred to herein as the “Warrant Shares,” and the maximum number of shares so issuable under this Warrant Certificate is sometimes referred to as the “Aggregate Number” (as such number may be increased or decreased, as more fully set forth herein). The Warrants shall be void and all rights represented hereby shall cease after 5:00 p.m. Eastern Time on the Expiration Date.

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The Warrants are part of an authorized issue of warrants (the “Authorized Warrants”), initially exercisable for an aggregate of 2,187,500 shares of Common Stock, issued on the date hereof pursuant to the terms of the Purchase Agreement. Certain terms used in this Warrant Certificate are defined in Section 9 hereof. The Warrants are subject to the following provisions, terms and conditions: 1. Exercise; Issue of Certificates; Payment for Shares. The Warrants represented by this Warrant Certificate may be exercised by the Holder, in whole or in part (but not as to fractional shares of Common Stock), to purchase the Aggregate Number of shares (initially equal to [ ] shares) of Common Stock at all times on or prior to 5:00 p.m. Eastern Time on the Expiration Date. (a) Conditions of Exercise. The Warrants shall be exercisable in whole at any time or in part from time to time by surrendering this Warrant Certificate on any Business Day (with the Exercise Form annexed hereto as Schedule 1 properly completed and executed) to the Company at its principal office specified in Section 14, or its then current address, and upon payment to the Company of the Exercise Price for the Warrant Shares being purchased. (b) Payment of Exercise Price. Payment of the aggregate Exercise Price with respect to an exercise in whole or in part of any Warrants may be made, in the sole discretion of the Holder, in the form of any of the following: (a) by cash or a check or bank draft in New York Clearing House funds, (b) by the surrender of the applicable Warrant or Warrants, and without the payment of the Exercise Price in cash, for such number of Warrant Shares equal to the product of (1) the number of Warrant Shares for which such Warrant or Warrants are exercisable with payment in cash of the Exercise Price as of the date of exercise and (2) the Cashless Exercise Ratio, or (c) by any combination of (a) and (b) above. (c) Delivery of Share Certificates; New Warrant Certificate. A certificate or certificates for the shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding five (5) Business Days, after this Warrant Certificate shall have been so exercised. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of the Warrant Shares represented thereby as of the close of business on the Business Day of the surrender of this Warrant Certificate and payment of the Exercise Price as aforesaid. Unless the Warrants represented by this Warrant Certificate have expired or been fully exercised, a new Warrant Certificate representing the number of shares with respect to which this Warrant Certificate shall not then have been exercised shall also be delivered to the Holder within such time. 2. Shares to be Fully Paid; Reservation of Shares; Listing. The Company covenants and agrees that: (a) all Warrant Shares will, upon issuance, be original-issue shares (and not treasury stock), fully paid and nonassessable and free from all taxes, claims, liens,

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charges and other encumbrances with respect to the issue thereof; (b) without limiting the generality of the foregoing, it will from time to time take all such action as may be required to assure that the par value per share of Common Stock shall at all times be less than or equal to the Exercise Price; (c) during the period within which the Warrants represented by this Warrant Certificate may be exercised, the Company will at all times have authorized and reserved for the purpose of issue or transfer upon exercise of the Warrants represented by this Warrant Certificate a sufficient number of original-issue shares of its Common Stock to provide for the exercise of all the Warrants represented by this Warrant Certificate; and (d) upon the exercise of the Warrants represented by this Warrant Certificate, it will, at its expense, promptly notify each securities exchange on which any Common Stock is at the time listed of such issuance, and use its reasonable best efforts to maintain an approval by such exchange for listing upon issuance of all shares of Common Stock from time to time issuable upon the exercise of the Warrants represented by this Warrant Certificate to the extent such shares can be so approved. 3.

Intentionally Omitted.

4. Adjustments to Exercise Price and Aggregate Number. The Exercise Price and the Aggregate Number of shares of Common Stock issuable upon the exercise of each Warrant (the “Exercise Rate”) are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 4. (a)

Adjustment for Change in Capital Stock. If the Company:

(1) pays a dividend or makes any other distribution on its Common Stock in shares of its Common Stock or other capital stock of the Company; or (2)

subdivides, combines or reclassifies its outstanding shares of Common Stock,

then, in each case, the Exercise Rate and the Exercise Price in effect immediately prior to such action shall be proportionately adjusted so that the Holder may upon payment of the same aggregate Exercise Price payable immediately prior to such action receive the Aggregate Number and kind of shares of capital stock of the Company which the Holder would have owned immediately following such action if such Warrants had been exercised immediately prior to such action. Any such adjustment shall become effective immediately after the record date of such dividend or distribution or the effective date of such subdivision, combination or reclassification. If after such an adjustment the Holder upon exercise of any Warrants may receive shares of two or more classes of capital stock of the Company, the board of directors of the Company shall determine the allocation of the adjusted Exercise Price between the classes of capital stock. After such allocation, the Exercise Rate and the Exercise Price of each such class

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of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section 4. (b)

[Intentionally Omitted.]

(c) Adjustment for Certain Distributions. If the Company distributes to holders of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any properties or assets of the Company or any of its subsidiaries (whether in cash, property or otherwise), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, a Holder may elect to receive a distribution from the Company of its proportionate share of the evidences of indebtedness, assets, rights, options or warrants or other securities of the Company, as the case may be, which would have been distributed to such Holder had such Warrants been exercised immediately prior to the record date for such distribution; provided that such Holder shall have notified the Company in writing of such election no later than 10 days after receipt of notice thereof from the Company pursuant to Section 4(f). (d) Specific Adjustment Provisions. The following provisions shall be applicable to the making of adjustments of the Exercise Price and Exercise Rate hereinbefore provided for in this Section 4: (i) The sale or other disposition of any issued shares of Common Stock owned or held by or for the account of the Company shall be deemed an issuance thereof for the purposes of this Section 4. (ii) The adjustments required by the preceding paragraphs of this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except as otherwise expressly provided herein. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. (iii) In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one-thousandth (.001) of a share and shall be aggregated until they equal one whole share. (iv) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any item described in Sections 4(a) through 4(c) hereof, but abandon its plan to pay or deliver such item, then no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. (e)

Non-Impairment; Reorganization.

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(i) If any event occurs as to which the other provisions of this Section 4 are not strictly applicable but the lack of any provision for the exercise of the rights of the Holder would not fairly protect the exercise rights of such Holder in accordance with the essential intent and principles of such provisions, or, if strictly applicable, would not fairly protect the exercise rights of such Holder in accordance with the essential intent and principles of such provisions, then the Company shall appoint a firm of independent certified public accountants in the United States (which may be the regular auditors of the Company), of recognized national standing in the United States and reasonably satisfactory to the Required Holders, which shall give their opinion as to the adjustments, if any, necessary to preserve, without dilution, on a basis consistent with the essential intent and principles established in the other provisions of this Section 4, the exercise rights of such Holder. Upon receipt of such opinion, the Company shall forthwith make the adjustments described therein. (ii) In case of any capital reorganization, other than in the cases referred to in Section 4(a) or (c) hereof and other than any capital reorganization that does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property, or the consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property), or the sale of all or substantially all of the assets of the Company, including any sale of all or substantially all of the assets of any subsidiary of the Company whose equity interests constitute all or substantially all of the assets of the Company (collectively such actions being hereinafter referred to as “Reorganizations”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of shares of Common Stock theretofore deliverable) the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company’s Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of the Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such Reorganization or any parent company thereof or the corporation or other entity purchasing such assets shall expressly assume, by a supplemental warrant or other acknowledgment executed and delivered to the Holder, the obligation to deliver to the Holder

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such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Warrant Certificate to be performed and observed by the Company in the manner prescribed herein. The foregoing provisions of this Section 4(e) shall apply to successive Reorganization transactions. (f)

Notice of Action. In case:

(A) the Company shall authorize the issuance to holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or (B) the Company shall authorize the distribution to holders of shares of Common Stock of evidences of its indebtedness or assets or of rights, options or warrants to subscribe for or purchase any of the foregoing; or (C) of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale of all or substantially all of the assets of the Company, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants, or a tender offer or exchange offer for shares of Common Stock; or (D)

of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(E) the Company proposes to take any action that would require an adjustment to the Exercise Rate or Exercise Price pursuant to this Section 4; then the Company shall give prompt written notice to the Holder at least 15 days prior to the applicable record date hereinafter specified, or the date on which a stockholder vote will be held or written consent in lieu thereof will be solicited in the case of events for which there is no record date, by first-class mail, postage prepaid, such written notice stating (i) the record date, if applicable, or the date on which a stockholder vote will be held or written consent in lieu thereof will be solicited in the case of events for which there is no record date, (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up. The failure by the Company to give such notice or any defect therein shall not affect the legality or validity of any consolidation, merger, sale, conveyance, dissolution, liquidation or winding up or other action, or the vote upon any action.

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(g) Notice of Adjustment. Within ten (10) days after the occurrence of an event resulting in an adjustment pursuant to this Section 4, the Company shall cause to be mailed to the Holder (and upon the exercise hereof, to the exercising Holder) by first-class mail, postage prepaid, notice of each adjustment to the Exercise Price and Exercise Rate effected since the date of the last such notice and a certificate of the Company’s Chief Financial Officer or Chief Accounting Officer, setting forth the Exercise Price and Exercise Rate after such adjustment(s), a brief statement of the facts requiring such adjustment(s) and the computation by which such adjustment(s) was made. (h) No Duplicative Adjustment. Notwithstanding any other provision of this Warrant Certificate, the occurrence of a single event shall not trigger an adjustment of the Exercise Price and Exercise Rate under more than one paragraph of this Section 4. 5. Taxes on Conversion. The issuance of certificates for Warrant Shares upon the exercise of the Warrants shall be made without charge to the Holder exercising the Warrants for any issue or stamp tax in respect of the issuance of such certificates, and such certificates shall be issued in the respective names of, or in such names as may be directed by, the Holder; provided, however, that the Company 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 in a name other than that of the Holder, and the Company 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 Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. 6. Limitation of Liability. No provision hereof in the absence of the exercise of the Warrants by the Holder and no enumeration herein of the rights or privileges of the Holder shall give rise to any liability on the part of the Holder for the Exercise Price of the Warrant Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by any creditor of the Company. Upon exercise of Warrants the Holder will have the right to vote the Common Stock received upon such exercise. No Holder shall be entitled to vote or be deemed the holder of Common Stock (or any other securities as may be issuable upon the exercise of the Warrants) nor shall anything contained herein be construed to confer upon the Holder the rights of a stockholder of the Company or the right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders or to receive dividends, distributions or subscription rights or otherwise (except as provided herein), by virtue of his, her or its ownership of the Warrants until the Warrants shall have been exercised in accordance with the terms and conditions of the Warrants.

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7. Closing of Books. The Company will at no time close its transfer books against the transfer of the Warrants or of any Warrant Shares issued or issuable upon the exercise of the Warrants in any manner that interferes with the timely exercise hereof, except as may be required by applicable laws, rules or regulations. The Company shall deem and treat the Holder as the absolute owner of the Warrants for all purposes, including without limitation for the purpose of exercise thereof. The Company agrees that, upon exercise of the Warrants in accordance with the terms hereof (including receipt by the Company of payment of the aggregate Exercise Price payable therefor in accordance with the terms hereof), the shares so purchased shall be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the date on which the Warrants shall have been exercised, and the Holder shall be deemed for all purposes a stockholder of the Company with respect to such shares as though the certificate for such shares had been issued on the date of such exercise. 8.

Restrictions.

A. Securities Law Restrictive Legends. Each certificate for any Warrant Shares issued upon the exercise of the Warrants, and each stock certificate issued upon the transfer of any such Warrant Shares (except as otherwise permitted by this Section 8) shall be stamped or otherwise imprinted with legends in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. Each Warrant Certificate issued in substitution for any Warrant Certificate pursuant to Section 10, 11 or 12 hereof and each Warrant Certificate issued upon the transfer of any Warrant (except as otherwise permitted by this Section 8) shall be stamped or otherwise imprinted with legends in substantially the following form: THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. B. Termination of Securities Law Legend Restrictions. The legend restrictions imposed by Section 8.A shall apply as to the Warrants and any Warrant Shares until (a) such securities shall have been effectively registered under the Securities Act and disposed of

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in accordance with the registration statement covering such securities, or (b) such time as, in the reasonable opinion of counsel for the Company, or in the written opinion of counsel for the Holder reasonably acceptable to the Company, such restrictions are not required in order to comply with the Securities Act. Whenever such restrictions shall terminate as to any Warrants or Warrant Shares, the Holder shall be entitled to receive from the Company, without expense, new certificates of like tenor not bearing the restrictive securities law legends set forth in Section 8.A. 9. Definitions. As used in this Warrant Certificate, unless the context otherwise requires, the following terms have the following respective meanings: Affiliate: shall mean, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such latter Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors of such former Person. Aggregate Number: shall have the meaning set forth in the first paragraph of this Warrant Certificate. Authorized Warrant Shares: shall mean the Warrant Shares and all shares of Common Stock (and any other or additional shares, securities or property issued upon exercise of any other Authorized Warrants) issued upon exercise of any other Authorized Warrants. Authorized Warrants: shall have the meaning set forth in the third paragraph of this Warrant Certificate. Business Day: shall mean any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close. capital stock: shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) capital stock. Cashless Exercise Ratio: shall mean a fraction, the numerator of which is the excess of the Current Market Value of one share of Common Stock on the date of exercise over the Exercise Price as of the date of exercise and the denominator of which is the Current Market Value of one share of Common Stock on the date of exercise.

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closing bid price: for any Security on any trading day shall mean (A) if such Security is listed or admitted to trading on any securities exchange, the closing price, regular way, on such day on the principal exchange on which such Security is traded, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) if such Security is not then listed or admitted to trading on any securities exchange, the last reported sale price on such day, or if there is no such last reported sale price on such day, the average of the closing bid and the asked prices on such day, as reported by a reputable quotation source designated by the Company or (C) if neither clause (A) nor (B) is applicable, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City of New York, customarily published on each trading day, in each case as designated by the Company. If there are no such prices on a trading day, then the closing bid price shall not be determinable for such trading day. Common Stock: shall mean the shares of Common Stock, par value $0.001 per share, of the Company, currently provided for in the Amended and Restated Certificate of Incorporation of the Company, and including, for all purposes hereunder, any other capital stock of the Company into which such shares of Common Stock may be converted or reclassified or that may be issued in respect of, in exchange for, or in substitution of, such Common Stock by reason of any stock splits, stock dividends, distributions, mergers, consolidations or like events. Company: shall have the meaning set forth in the first paragraph of this Warrant Certificate. Current Market Value: as per share of Common Stock or of any other security (herein collectively referred to as a “Security”) at any date shall mean: (1) if the Security is not registered under the Exchange Act, the value of the Security determined by (A) the legally adopted vote or consent of the board of directors of the Company and certified in a board resolution, or, (B) if the Board of Directors is unable or unwilling to determine such value within a period of 30 days, by an Independent Financial Expert, or (2) if the Security is registered under the Exchange Act, the average of the daily closing bid prices of such Security for the 20 consecutive trading days preceding such date, but only if such Security shall have been listed on a national securities exchange or traded through an automated quotation system during such entire 20 trading day period. If such Security shall have not been so listed or traded for such entire 20 trading day period, the Current Market Value of such Security shall be determined as if the Security was not registered under the Exchange Act.

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Exercise Price: shall have the meaning set forth in the first paragraph of this Warrant Certificate. Exercise Rate: shall have the meaning set forth in the preamble to Section 4. Exchange Act: means the Securities Exchange Act of 1934, as amended. Expiration Date: shall mean the earlier of (i) February 19, 2014 and (ii) any time after August 8, 2010, upon thirty (30) days written notice to the Holder that the aggregate market value of the Common Stock, (as determined by multiplying (a) the number of shares of Common Stock outstanding (excluding (x) the shares of Common Stock issuable upon the exercise of all outstanding warrants and other convertible securities or instruments issued by the Corporation, (y) all shares of capital stock issued, issuable or reserved for issuance pursuant to or under the Corporation’s 2008 Incentive Compensation Plan and (z) the shares of Common Stock issuable upon conversion of the Corporation’s Series A Preferred Stock), by (b) the closing sale price of a share of Common Stock, as reported on the over-the-counter bulletin board, or, if the Common Stock has been admitted to trading on a nationally recognized stock exchange or market quotation system (including, without limitation, the NYSE Alternext US), as reported on such exchange or market quotation system), shall, during any forty-five (45) trading days within any consecutive ninety (90) day period, equal or exceed One Hundred Fifty Million Dollars ($150,000,000.00). Holder: shall have the meaning set forth in the first paragraph of this Warrant Certificate. Holder Distribution Election: shall have the meaning set forth in Section 4(c). Independent: shall mean, with respect to any Person, that such Person (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the Company or any of its subsidiaries, or in any Affiliate of the Company or any of its subsidiaries (other than as a result of holding securities of the Company in trading accounts) and (iii) is not an officer, employee, promoter, trustee, partner, director or Person performing similar functions for the Company or any of its subsidiaries or any Affiliate of the Company or any of its subsidiaries. Independent Financial Expert: shall mean a reputable accounting, appraisal or investment banking firm that is, in the reasonable judgment of the board of directors of the Company, qualified to perform the task for which such firm has been engaged as contemplated hereunder, is nationally recognized, is disinterested and Independent with

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respect to the Company and its Affiliates, and is reasonably acceptable to the Required Holders. Person: shall mean an individual, corporation, partnership, limited liability company, trust or trustee thereof, estate or executor thereof, unincorporated organization or joint venture, court or governmental unit or any agency or subdivision thereof, or any other legally recognizable entity. Purchase Agreement: shall mean the Securities Purchase Agreement dated February 19, 2009 among the Company and the purchasers named therein, pursuant to which the initial holder of this Warrant Certificate acquired shares of the Company’s 13.0% Series A Cumulative Convertible Preferred Stock, and the Warrants and the other Authorized Warrants were issued. Reorganization: shall have the meaning set forth in Section 4(e). Required Holders: shall mean any registered holder or holders holding at least a majority of the outstanding Authorized Warrants (including the Warrants) and Authorized Warrant Shares, collectively as a group. Securities Act: shall mean the Securities Act of 1933, as amended. Warrants: shall have the meaning set forth in the first paragraph of this Warrant Certificate. Warrant Shares: shall have the meaning set forth in the first paragraph of this Warrant Certificate. 10. Register of Warrants. This Warrant Certificate is issued as a Warrant Certificate for which there is a register maintained by the Company. Subject to the provisions of Section 8, the transfer of the Warrants represented by this Warrant Certificate and all rights hereunder, in whole or in part, is registerable at the office of the Company referred to in Section 1 hereof by the Holder in person or by duly authorized attorney, upon surrender of this Warrant Certificate with a properly completed Form of Assignment in the form annexed hereto as Schedule 2. Any transfer tax relating to a transfer of this Warrant Certificate shall be paid by the Holder who transfers such Warrant Certificate. 11. Warrant Certificates Exchangeable for Different Denominations. Subject to the provisions of Section 8, this Warrant Certificate is exchangeable, upon the surrender hereof by the Holder hereof at such office of the Company, for new Warrant Certificates of like tenor representing in the aggregate the number of Warrants represented hereby, each of such new Warrant Certificates to represent the number of Warrants as shall be designated by said Holder at the time of such surrender.

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12. Replacement of Warrant Certificates. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of any such loss, theft or destruction, upon delivery of an indemnity bond (or, in the case of the original Holder hereof or any substantial financial institution to which any Warrants represented by this Warrant Certificate may be transferred, an unsecured indemnity agreement) reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant Certificate, the Company will execute and deliver, subject to the provisions of Section 8, in lieu thereof, a new Warrant Certificate of like tenor to the Holder of such Warrant, at such Holder’s expense. 13. Certificate Rights and Obligations Survive Exercise of Warrants. The rights and obligations of the Company contained in this Warrant Certificate shall survive the exercise or repurchase of the Warrants represented by this Warrant Certificate to the extent that such survival is necessary to give effect to any provision hereof. 14. Notices. All notices, requests and other communications required or permitted to be given or delivered to the Holder under this Warrant Certificate shall be in writing, and shall be delivered, or shall be sent by certified or registered mail postage prepaid and addressed, to such Holder at the address shown on this Warrant Certificate, or at such other address as shall have been furnished to the Company by notice from such Holder. All notices, requests and other communications required or permitted to be given or delivered to the Company hereunder shall be in writing, and shall be delivered, or shall be sent by certified or registered mail, postage prepaid, or overnight courier, and addressed to the office of the Company (return receipt requested) at 163 East 84th Street, New York, New York 10028, Attention: Andy Stenzler. All notices shall be deemed to have been given either at the time of the delivery thereof, or, if mailed as provided above, at the completion of the third full day following the time of such mailing thereof to such address, or, if delivered by overnight courier, upon the day specified for delivery by such courier, as the case may be. 15. Amendments; Waivers. Neither this Warrant Certificate nor any term or provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Company and the Holder. No failure or delay on the part of either of the parties in exercising any right, power or privilege hereunder and/or under any applicable laws or the exercise of such right or power in a manner inconsistent with the provisions of this Warrant or applicable law shall operate as a waiver thereof. Any waiver must be evidenced in writing signed by the party against whom the waiver is sought to be enforced. 16. Remedies. The Holder may seek to enforce the terms of this Warrant Certificate by seeking a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. If any default under the terms of this Warrant Certificate shall occur and be continuing, the Holder may proceed to protect and enforce its rights under this Warrant Certificate by exercising such remedies as are available to such Holder in respect thereof under applicable law, either by suit in

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equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Warrant Certificate or in aid of the exercise of any power granted in this Warrant Certificate. No remedy conferred in this Warrant Certificate or the Purchase Agreement upon the Holder is intended to be exclusive of any other remedy available to such Holder, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise. 17. Governing Law. THIS WARRANT CERTIFICATE AND THE RIGHTS GRANTED HEREIN SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW RULES OR PRINCIPLES). ANY JUDICIAL PROCEEDING BROUGHT BY OR AGAINST THE COMPANY WITH RESPECT TO THIS WARRANT CERTIFICATE OR ANY RELATED AGREEMENT SHALL BE BROUGHT IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITTING IN WILMINGTON, DELAWARE, AND, BY EXECUTION AND DELIVERY OF THIS WARRANT CERTIFICATE, THE PARTIES HERETO ACCEPT THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS WARRANT CERTIFICATE. THE PARTIES FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTIES AT THEIR RESPECTIVE NOTICE ADDRESSES SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. 18. Entire Agreement; Headings. This Warrant Certificate sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all existing agreements among them concerning such subject matter. All article and section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provision of this Warrant Certificate. 19. Successors and Assigns. This Warrant Certificate shall bind and inure to the benefit of the Company and its successors and assigns, and the Holder and its successors and assigns.

[Signatures on next page.]

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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer as of February [ ], 2009. KIDVILLE, INC. By: __________________________ Name: Andy Stenzler Title: Chief Executive Officer

AGREED TO AND ACCEPTED: By: __________________________ [HOLDER]

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Schedule 1 EXERCISE FORM [To be executed only upon exercise of Warrants] To:

[

]

The undersigned irrevocably exercises _______________ of the Warrants, each representing the right to purchase one share (subject to adjustment) of Common Stock, par value $.001 per share, of KIDVILLE, INC. (the “Company”) represented by the within Warrant Certificate, and herewith makes payment of $____ (such payment being (a) in cash or by check or bank draft in New York Clearing House funds payable to the order of the Company, (b) by the surrender of the applicable Warrant or Warrants, and without the payment of the Exercise Price in cash, for such number of Warrant Shares equal to the product of (1) the number of Warrants Shares for which such Warrant or Warrants are exercisable with payment in cash of the Exercise Price as of the date hereof and that are hereby being exercised and (2) the Cashless Exercise Ratio, or (c) by any combination of (a) and (b) above, all at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate), surrenders the within Warrant Certificate and all right, title and interest therein (except as to any unexercised Warrants) to the Company, and directs that the Warrant Shares deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date:_________________

Name: _____________________________

Address: ____________________________ ____________________________ ____________________________

____________________________

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Schedule 2 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s) named below all of the rights of the undersigned under the within Warrant Certificate with respect to the number of Warrants set forth below:

Name(s) of Assignee(s)

Address

Social Security or Other Identifying Number of Assignee(s)

Number of Warrants

and does hereby irrevocably constitute and appoint ___________ the undersigned’s attorney to make such transfer on the books of KIDVILLE, INC. maintained for that purpose, with full power of substitution in the premises. Dated: ___________________ ________________________________1 (Signature of Owner)

________________________________ (Street Address)

________________________________ (City) (State) (Zip Code)

___________________________ 1 The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever.