Exhibit 3.10.3
CERTIFICATE OF DESIGNATION
OF
SERIES K SENIOR CONVERTIBLE PREFERRED STOCK
OF
DRI CORPORATION
DRI Corporation (hereinafter called the “Corporation”), a corporation organized and existing under the Business
Corporation Act of the State of North Carolina, hereby certifies that the following resolution was adopted by the
Board of Directors of the Corporation as required by Section 55-6-02 of the Business Corporation Act by a
unanimous written consent in lieu of a meeting, dated January 5, 2010.
RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation
(hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Articles of
Incorporation of the Corporation (“Articles of Incorporation”), the Board of Directors hereby certifies in their
entirety the terms and provisions of the Series K Senior Convertible Preferred Stock, par value $.10 per share,
shall have the designation and number of shares, and the relative rights, preferences, and limitations thereof as
follows:
(a) The holders of shares of Series K Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors, consistent with applicable law and out of funds legally available therefor, dividends
during the period commencing on October 7, 2009 (the “Commencement Date”) and continuing for as long as
any of the shares of Series K Preferred Stock remain outstanding. Dividends shall accrue quarterly at the rate
of nine and one-half percent (9-1/2%) per annum on the Liquidation Preference (as hereinafter defined), shall
compound quarterly, and shall be paid on December 15, March 15, June 15 and September 15 of each year
(each, a “Payment Date”) (except that if any such date is a Saturday, Sunday or legal holiday, then such
dividend shall be payable on the next day that is not a Saturday, Sunday or legal holiday); provided ,
however , that the first payment of dividends following the Commencement