CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
RIGHTS OF SERIES F CONVERTIBLE
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 F 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 F
Convertible Preferred Stock (the " Series F Preferred Stock "). The number of shares of Series F Preferred
Stock shall be 276,269. Each share of Series F Preferred Stock shall have a par value of $.001 per share. The "
Issuance Price " of each share of the Series F Preferred Stock shall be the aggregate cash purchase price at
which such share, along with an accompanying warrant, initially to purchase three shares of Common Stock, was
first issued and sold by the Corporation. The " Original Issue Date " shall mean the date on which shares of
Series F Preferred Stock are last issued and sold by the Corporation.
2. Ranking . The Series F Preferred Stock shall rank (i) prior to the Corporation's common stock, par value
$.001 per share (" Common Stock "); (ii) prior to the C