CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
RIGHTS OF SERIES E 12% CONVERTIBLE
PREFERRED STOCK, $.001 PAR VALUE PER SHARE
It is hereby certified that:
I. The name of the corporation is Socket Communications, Inc. (the " Corporation "), a Delaware corporation.
II. The certificate of incorporation of the Corporation, as amended, authorizes the issuance of 3,000,000 shares
of Preferred Stock, $.001 par value per share, and expressly vests in the Board of Directors of the Corporation
the authority provided therein to issue all of said shares in one or more Series and by resolution or resolutions to
establish the designation and number and to fix the relative rights and preferences of each series to be issued.
III. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it, has adopted the
following resolution creating a class of Series E Preferred Stock:
RESOLVED, that a portion of the authorized shares of Preferred Stock of the Corporation shall be designated
as a separate series possessing the rights and preferences set forth below:
1. Designation: Number of Shares . The designation of said series of Preferred Stock shall be Series E 12%
Cumulative Convertible Preferred Stock (the " Series E Preferred Stock "). The number of shares of Series E
Preferred Stock shall be 120,000. Each share of Series E Preferred Stock shall have a stated value equal to $10
(as adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Stated Value"), and
$.001 par value.
2. Ranking . The Series E Preferred Stock shall rank (i) prior to the Corporation's common stock, par value
$.001 per share (" Common Stock "); (ii) prior to any class or series of capital stock of the Corporation
hereafter created (unless such class or series of capital stock specifically, by its terms, ranks senior to or pari
passu with the Series E Preferred Stock); (iii) on a parity w