Common use of Restrictions and Limitations Clause in Contracts

Restrictions and Limitations. So long as any shares of the Series B Preferred Stock remain outstanding, the Corporation may not, without the vote or written consent by the holders of a majority of the outstanding shares of the Series B Preferred Stock, voting as a separate class: a. Effect any sale, license, conveyance, exchange or transfer of all or substantially all of the assets of the Corporation or take any other action which will result in the holders of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of the Corporation's capital stock after the transaction; or b. Amend or otherwise change the Corporation's Articles of Incorporation, bylaws or certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions on, or redemption of, any capital stock, other than distributions or redemptions made pursuant to the certificates of designations of the Series A Preferred Stock, the Series B Preferred Stock or the Series C $100 Redeemable 9% Convertible Preferred Stock; or e. Authorize, issue, obligate itself to issue, or agree to the authorization or issuance by any of the subsidiaries of the Corporation of, any capital stock or securities convertible into or exercisable for any capital stock, other than issuance of the Common Stock upon the conversion of shares of the Corporation's preferred stock or upon the exercise of any options or warrants which have been disclosed to the Holder in that certain Securities Purchase Agreement between the Corporation and the Holder dated as of even date herewith; or f. Make acquisitions of fixed assets or capital stock or capital expenditures, except for the purchase of inventory or other assets in the ordinary course of business, in any 12-month period during which the aggregate amount of all such transactions exceeding $100,000; or g. Enter into any credit facility or issue any debt, except for increases in debt under existing credit facilities as of the date hereof and the increase of trade credit or accounts payable in the ordinary course of business, involving any amount exceeding $100,000 in a single transaction or a series of transactions; or h. Increase the number of directors on the Board above five; or i. Enter into any transaction with any affiliate (as such term is used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended) of the Corporation or modify any existing agreement or understanding with such affiliate (except for any transaction with any of its wholly-owned, operating subsidiaries in the ordinary course of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the Corporation, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvency.

Restrictions and Limitations. So long In addition to any vote required by law, the Company shall not, without the approval, by vote or written consent, of the Majority Holders voting together as any shares a single class: (a) Amend this Certificate or otherwise alter or change the rights, preferences or privileges of the Series B Preferred Stock remain outstandingso as to materially and adversely affect the same; (b) Increase or decrease (other than by redemption or conversion) the authorized number of shares of Series B Preferred. RESOLVED, FURTHER, that the Corporation may notofficers of this Company be, without the vote or written consent by the holders and each of a majority them hereby is, authorized and empowered on behalf of the outstanding Company to execute, verify and file this Certificate in accordance with Nevada Revised Statutes. 1. Name of corporation: One E-Commerce Corporation 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. A series of 7,000 shares of the Series B Preferred Stock, voting Stock which shall be issued in and constitute a single series to be known as a separate class: a. Effect any sale, license, conveyance, exchange or transfer of all or substantially all of the assets of the Corporation or take any other action which will result in the holders of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of the Corporation's capital stock after the transaction; or b. Amend or otherwise change the Corporation's Articles of Incorporation, bylaws or certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions on, or redemption of, any capital stock, other than distributions or redemptions made pursuant to the certificates of designations of the Series A Preferred Stock, par value $0.001 per share (hereinafter called the "Series B A Preferred"). The shares of Series A Preferred Stock or shall have the voting powers, designations, preferences and other special rights, and qualifications, limitations and restrictions thereof set forth in Annex A attached hereto. 3. Effective date of filing: December 30, 2011 4. Signature: Signature of Officer ONE E-COMMERCE CORPORATION (the "Company"), a corporation organized and existing under and by virtue of the Revised Statutes of the State of Nevada (the "NRS"), in accordance with Section 78.1955 of the NRS, DOES HEREBY CERTIFY that: The Articles of Incorporation of the Company provide that the Company is authorized to issue 500,000 shares of preferred stock with a par value of $.001 per share. Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation and the NRS, the Board of Directors has adopted resolutions providing for the designation, rights, powers and preferences and the qualifications, limitations and restrictions of 7,000 shares of Series C $100 Redeemable 9% Convertible A Preferred Stock; or e. Authorize, issueand that a copy of such resolutions is as follows: RESOLVED, obligate itself to issue, or agree that pursuant to the authorization or issuance by any authority vested in the Board of Directors of the subsidiaries Company, the provisions of its Articles of Incorporation, as amended, and in accordance with the Revised Statutes of the Corporation ofState of Nevada, any capital stock or securities convertible into or exercisable for any capital stock, other than issuance the Board of the Common Stock upon the conversion of shares of the Corporation's preferred stock or upon the exercise of any options or warrants which have been disclosed to the Holder in that certain Securities Purchase Agreement between the Corporation and the Holder dated as of even date herewith; or f. Make acquisitions of fixed assets or capital stock or capital expenditures, except for the purchase of inventory or other assets in the ordinary course of business, in any 12-month period during which the aggregate amount of all such transactions exceeding $100,000; or g. Enter into any credit facility or issue any debt, except for increases in debt under existing credit facilities as of the date hereof and the increase of trade credit or accounts payable in the ordinary course of business, involving any amount exceeding $100,000 in a single transaction or Directors hereby establishes a series of transactions; or h. Increase the number authorized preferred stock of directors on the Board above five; or i. Enter into any transaction Company with any affiliate (par value of $.001 per share, which series shall be designated as such term is used in Rule 144 promulgated pursuant to the Securities Act “Series A Preferred Stock” and which will consist of 19337,000 shares and will have powers, preferences, rights, qualifications, limitations and restrictions thereof, as amended) of the Corporation or modify any existing agreement or understanding with such affiliate (except for any transaction with any of its wholly-owned, operating subsidiaries in the ordinary course of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the Corporation, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvency.follows:

Restrictions and Limitations. So long as any shares of the Series B A Preferred Stock remain outstandingoutstanding (as appropriately adjusted for stock splits, stock dividends and the like) or until the closing by the Corporation of a Qualified Public Offering, the Corporation may shall not, without the approval by vote or written consent by of the holders of at least a majority of the then outstanding shares of the Series B A Preferred Stock, voting as a separate class: a. Effect (a) amend, alter or repeal any saleprovision of, licenseor add any provision to, conveyancethe Certificate of Incorporation of the Corporation or this Certificate of Designation if such action would alter or change the rights, exchange preferences, privileges or transfer powers of the Series A Preferred Stock; (b) create, obligate itself to create, authorize or issue (by reclassification or otherwise) any new class or classes of securities which has a preference over or being on a parity with the Series A Preferred Stock as to dividends or redemption rights or with respect to the distribution of assets in connection with a liquidation, dissolution or winding up of the Corporation (or a deemed liquidation, dissolution or winding up of the Corporation under Section 3(b) hereof); (c) liquidate, dissolve or wind up its affairs; (d) declare or pay any dividends or make any distributions in cash, property or securities of the Corporation with respect to any shares of its Common Stock, Series A Preferred Stock or any other class of its capital stock (other than dividends payable solely in Common Stock); (e) apply any of its assets to the redemption, retirement, purchase or other acquisition of any of the outstanding capital stock of the Corporation, except for the repurchase of (i) shares of Common Stock from employees, directors or consultants for a price equal to its original purchase price pursuant to the terms of agreements providing for the original issuance of such capital stock (or options to purchase such capital stock), (ii) shares of Common Stock pursuant to the exercise by the Company of its right of first refusal under any agreement with its stockholders and (iii) shares of Series A Preferred Stock in accordance with the provisions of Section 7 hereof; (f) sell all or substantially all of the assets of the Corporation or take any other action which will result in the holders of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of the Corporation's capital stock after the transaction; or b. Amend (g) merge or otherwise change the Corporation's Articles of Incorporation, bylaws or certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions on, or redemption of, any capital stock, other than distributions or redemptions made pursuant to the certificates of designations of the Series A Preferred Stock, the Series B Preferred Stock or the Series C $100 Redeemable 9% Convertible Preferred Stock; or e. Authorize, issue, obligate itself to issue, or agree to the authorization or issuance by any of the subsidiaries of the Corporation of, any capital stock or securities convertible into or exercisable for any capital stock, other than issuance of the Common Stock upon the conversion of shares of the Corporation's preferred stock or upon the exercise of any options or warrants which have been disclosed to the Holder in that certain Securities Purchase Agreement between the Corporation and the Holder dated as of even date herewith; or f. Make acquisitions of fixed assets or capital stock or capital expenditures, except for the purchase of inventory or other assets in the ordinary course of business, in any 12-month period during which the aggregate amount of all such transactions exceeding $100,000; or g. Enter into any credit facility or issue any debt, except for increases in debt under existing credit facilities as of the date hereof and the increase of trade credit or accounts payable in the ordinary course of business, involving any amount exceeding $100,000 in a single transaction or a series of transactions; or h. Increase the number of directors on the Board above five; or i. Enter into any transaction consolidate with any affiliate (as such term is used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended) of the Corporation or modify any existing agreement or understanding with such affiliate (except for any transaction with any of its wholly-owned, operating subsidiaries in the ordinary course of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the Corporation, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvencyother entity.

Restrictions and Limitations. So (a) Except as otherwise required by law, so long as any shares of the Series B Preferred Stock remain Share is outstanding, the Corporation may not, without the vote or written consent by the holders of at least a majority of the outstanding shares of the Series B Preferred StockShares, voting or consenting as a separate class, shall be required for the Corporation to: a. Effect (i) authorize or issue any saleother class or series of Preferred Stock ranking senior to the Series A Preferred Stock as to the priority of payment of amounts distributable upon dissolution, license, conveyance, exchange liquidation or transfer of all or substantially all winding up of the assets Corporation, or increase the number of authorized shares of Series A Preferred Stock. Nothing herein shall prevent the Corporation from (A) authorizing or issuing a new or existing series of Preferred Stock that ranks junior to or pari passu with the Series A Preferred Stock as to the priority of payment of amounts distributable upon dissolution, liquidation or winding up of the Corporation or take (B) from issuing shares of Series A Preferred Stock pursuant to the Securities Purchase Agreement; or (ii) pay or declare any dividend or distribution on any shares of Common Stock or of any security ranking junior to the Series A Preferred Stock as to payment of dividends other action which will result than a distribution or other payment made upon dissolution, liquidation or winding up of the Corporation in accordance with the holders provisions of Section 4 hereof and other than dividends payable solely in shares of Common Stock; or (iii) reclassify any Common Stock or other class or series of capital stock of the Corporation into shares having any preference or priority, or ranking senior to the Series A Preferred Stock, as to the payment of amounts distributable upon dissolution, liquidation or winding up of the Corporation's capital stock prior to . (b) Except as otherwise required by law, so long as any Share is outstanding, the transaction owning less than 50% vote or written consent by holders of two-thirds of the outstanding Shares, voting power of or consenting as a separate class, shall be required for the Corporation to amend or repeal (by merger, consolidation or otherwise) any provision of, or add any provision to, the Corporation's capital stock after the transaction; or b. Amend or otherwise change the Corporation's Articles Certificate of Incorporation, bylaws including this Certificate of Designations, in a manner which would adversely affect the preferences, special rights or certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions on, or redemption of, any capital stock, other than distributions or redemptions made pursuant to the certificates of designations powers of the Series A Preferred Stock; provided, however, that the Series B Preferred Stock vote or written consent of holders of all the Series C $100 Redeemable 9% Convertible Preferred Stock; or e. Authorizeoutstanding Shares, issuevoting or consenting as a separate class, obligate itself to issue, or agree to the authorization or issuance by any of the subsidiaries of shall be required for the Corporation ofto amend or repeal (by merger, consolidation or otherwise) any capital stock or securities convertible into or exercisable for any capital stock, other than issuance of the Common Stock upon the conversion of shares provision of the Corporation's preferred stock or upon the exercise Certificate of any options or warrants which have been disclosed to the Holder in that certain Securities Purchase Agreement between the Corporation and the Holder dated as Incorporation, including this Certificate of even date herewith; or f. Make acquisitions of fixed assets or capital stock or capital expendituresDesignations, except for the purchase of inventory or other assets in the ordinary course of business, in any 12-month period during which the aggregate amount of all such transactions exceeding $100,000; or g. Enter into any credit facility or issue any debt, except for increases in debt under existing credit facilities as of the date hereof and the increase of trade credit or accounts payable in the ordinary course of business, involving any amount exceeding $100,000 in a single transaction or a series of transactions; or h. Increase the number of directors on the Board above five; or i. Enter into any transaction with any affiliate (as such term is used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended) of the Corporation or modify any existing agreement or understanding with such affiliate (except for any transaction with any of its wholly-owned, operating subsidiaries in the ordinary course of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the CorporationDividend Rate, Liquidation Preference, Redemption Price, Scheduled Redemption Date, Conversion Price or Make Whole Payment in a manner which would adversely affect the preferences, special rights or other powers of the Series A Preferred Stock set forth in such provisions, or reduce the aforesaid percentage of outstanding Shares, the holders of which are required to consent to any amendment or repeal of the institution Corporation's Certificate of bankruptcy Incorporation. (c) The Corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or insolvency proceedings against itsale of securities or any other voluntary action, avoid the observance or file a petition seeking, performance of any of the terms to be observed or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvencyperformed hereunder by the Corporation.

Restrictions and Limitations. So (a) Except as otherwise required by law, so long as any shares of the Series B Preferred Stock remain Share is outstanding, the Corporation may not, without the vote or written consent by the holders of at least a majority of the outstanding Shares, voting or consenting as a separate class, shall be required for the Corporation to: (i) authorize or issue any other class or series of Preferred Stock ranking senior to the Series B Preferred Stock as to the priority of payment of amounts distributable upon dissolution, liquidation or winding up of the Corporation, or increase the number of authorized shares of Series B Preferred Stock. Nothing herein shall prevent the Corporation from (A) authorizing or issuing a new or existing series of Preferred Stock that ranks junior to or pari passu with the Series B Preferred Stock as to the priority of payment of amounts distributable upon dissolution, liquidation or winding up of the Corporation or (B) from issuing shares of Series B Preferred Stock pursuant to the Securities Purchase Agreement; or (ii) pay or declare any dividend or distribution on any shares of Common Stock or of any security ranking junior to the Series B Preferred Stock as to payment of dividends other than a distribution or other payment made upon dissolution, liquidation or winding up of the Corporation in accordance with the provisions of Section 4 hereof and other than dividends payable solely in shares of Common Stock; or (iii) reclassify any Common Stock or other class or series of capital stock of the Corporation into shares having any preference or priority, or ranking senior to the Series B Preferred Stock, as to the payment of amounts distributable upon dissolution, liquidation or winding up of the Corporation. (b) Except as otherwise required by law, so long as any Share is outstanding, the vote or written consent by holders of two-thirds of the outstanding Shares, voting or consenting as a separate class, shall be required for the Corporation to amend or repeal (by merger, consolidation or otherwise) any provision of, or add any provision to, the Corporation's Certificate of Incorporation, including this Certificate of Designations, in a manner which would adversely affect the preferences, special rights or other powers of the Series B Preferred Stock; provided, however, that the vote or written consent of holders of all the outstanding Shares, voting or consenting as a separate class: a. Effect any sale, license, conveyance, exchange or transfer of all or substantially all of the assets of shall be required for the Corporation to amend or take repeal (by merger, consolidation or otherwise) any other action which will result in the holders provision of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of the Corporation's capital stock after the transaction; or b. Amend or otherwise change the Corporation's Articles Certificate of Incorporation, bylaws or certificate including this Certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions onDesignations, or redemption of, any capital stock, other than distributions or redemptions made pursuant with respect to the certificates Dividend Rate, Liquidation Preference, Redemption Price, Scheduled Redemption Date, Conversion Price or Optional Make Whole Payment in a manner which would adversely affect the preferences, special rights or other powers of designations of the Series A Preferred Stock, the Series B Preferred Stock or the Series C $100 Redeemable 9% Convertible Preferred Stock; or e. Authorize, issue, obligate itself to issueset forth in such provisions, or agree reduce the aforesaid percentage of outstanding Shares, the holders of which are required to the authorization consent to any amendment or issuance by any of the subsidiaries of the Corporation of, any capital stock or securities convertible into or exercisable for any capital stock, other than issuance of the Common Stock upon the conversion of shares repeal of the Corporation's preferred stock Certificate of Incorporation. (c) The Corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or upon sale of securities or any other voluntary action, avoid the exercise observance or performance of any options or warrants which have been disclosed to the Holder in that certain Securities Purchase Agreement between the Corporation and the Holder dated as of even date herewith; or f. Make acquisitions of fixed assets or capital stock or capital expenditures, except for the purchase of inventory or other assets in the ordinary course of business, in any 12-month period during which the aggregate amount of all such transactions exceeding $100,000; or g. Enter into any credit facility or issue any debt, except for increases in debt under existing credit facilities as of the date hereof and the increase of trade credit terms to be observed or accounts payable in the ordinary course of business, involving any amount exceeding $100,000 in a single transaction or a series of transactions; or h. Increase the number of directors on the Board above five; or i. Enter into any transaction with any affiliate (as such term is used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended) of the Corporation or modify any existing agreement or understanding with such affiliate (except for any transaction with any of its wholly-owned, operating subsidiaries in the ordinary course of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to performed hereunder by the Corporation, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvency.

Restrictions and Limitations. (a) So long as any shares of the Series B C Preferred Stock, Series C-1 Preferred Stock or Series D Preferred Stock remain outstanding, the Corporation may shall not, without the vote or written consent by of the holders of a majority of the outstanding shares Series C Preferred Stock and Series C-1 Preferred Stock then outstanding, voting together as a separate class, and the consent of the holders of sixty-six and two-thirds of the Series B D Preferred StockStock then outstanding, voting as a separate class:. a. Effect any sale, license, conveyance, exchange (i) Authorize or transfer of all or substantially all of the assets of the Corporation or take any other action which will result in the holders of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of the Corporation's capital stock after the transaction; or b. Amend or otherwise change the Corporation's Articles of Incorporation, bylaws or certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions onissue, or redemption of, any capital stock, other than distributions or redemptions made pursuant to the certificates of designations of the Series A Preferred Stock, the Series B Preferred Stock or the Series C $100 Redeemable 9% Convertible Preferred Stock; or e. Authorize, issue, obligate itself to issue, or agree to the authorization or issuance by any of the subsidiaries of the Corporation of, other equity security (including any capital stock or securities security convertible into or exercisable for any capital stockequity security) senior to or on a parity with the Series D Preferred Stock as to dividend rights or redemption rights or liquidation preferences; (ii) Pay, other than issuance declare or set aside any dividend on any equity security not in accordance with Sections 3 and 4 hereof; (iii) Authorize or enter into any merger, consolidation, recapitalization or reorganization, or sale of substantially all of its assets unless in such merger, consolidation, recapitalization, reorganization or sale the holders of the Common Stock upon the conversion Series D Preferred receive at least $17.58 (as adjusted for stock splits, reverse stock splits and similar type transactions or occurrences after March 5, 1999) per share of shares of the Corporation's preferred stock or upon the exercise of any options or warrants which have been disclosed to the Holder in that certain Securities Purchase Agreement between the Corporation and the Holder dated as of even date herewithSeries D Preferred Stock; or f. Make acquisitions (b) So long as shares of fixed assets or capital stock or capital expendituresSeries E Preferred Stock remain outstanding, except for the purchase of inventory or other assets in Corporation shall not, without the ordinary course of business, in any 12-month period during which the aggregate amount of all such transactions exceeding $100,000; or g. Enter into any credit facility or issue any debt, except for increases in debt under existing credit facilities as consent of the date hereof holders of sixty-six and two-thirds of the increase Series E Preferred Stock then outstanding, voting as a separate class, effect any of trade credit the transactions described in subclauses (i), (ii) or accounts payable in (iv) of clause (a) of this Section 10. (c) So long as shares of Series C Preferred Stock or Series C-1 Preferred Stock remain outstanding, the ordinary course Corporation shall not, without the consent of businessthe holders of a majority of the Series C Preferred Stock and Series C-1 Preferred Stock then outstanding, involving voting together as a separate class, amend or repeal any amount exceeding $100,000 in a single transaction provision of the Certificate of Incorporation or a series of transactions; or h. Increase the number of directors on the Board above five; or i. Enter into any transaction with any affiliate (as such term is used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended) Bylaws of the Corporation or modify any existing agreement or understanding with if such affiliate (except for any transaction with amendment would change any of its wholly-ownedthe rights, operating subsidiaries in preferences or privileges provided herein for the ordinary course benefit of, or adversely affect, the Series C Preferred Stock or Series C-1 Preferred Stock. (d) So long as shares of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 Series D Preferred Stock remain outstanding, the Corporation shall not, without the consent of the United States Code (holders of sixty-six and two-thirds of the Series D Preferred Stock then outstanding, voting as a separate class, amend or repeal any successor statutes) with respect to provision of the CorporationCertificate of Incorporation or Bylaws of the Corporation if such amendment would change any of the rights, preferences or privileges provided herein for the benefit of, or adversely affect, the Series D Preferred Stock. (e) So long as shares of Series E Preferred Stock remain outstanding, the Corporation shall not, without the consent to of the institution holders of bankruptcy sixty-six and two-thirds of the Series E Preferred Stock then outstanding, voting as a separate class, amend or insolvency proceedings against itrepeal any provision of the Certificate of Incorporation or Bylaws of the Corporation if such amendment would change any of the rights, preferences or privileges provided herein for the benefit of, or file a petition seekingadversely affect, or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvencythe Series E Preferred Stock.

Restrictions and Limitations. So long as any shares of the Series B A Preferred Stock remain outstanding, the Corporation may this corporation shall not, without first obtaining the approval (by vote or written consent consent, as provided by law) of the holders of at least a majority of the outstanding total number of shares of Series A Preferred Stock outstanding: (i) alter or change the rights, preferences or privileges of the Series B A Preferred Stock; (ii) increase the aggregate number of authorized shares of Series A Preferred Stock (other than an increase pursuant to a stock split) or decrease the aggregate number of authorized shares of Series A Preferred Stock below the number of shares of Series A Preferred Stock then outstanding; (iii) authorize or issue, voting or obligate itself to issue, any other equity security senior to or on a parity with the Series A Preferred Stock as to dividends or assets in liquidation or create or reclassify any obligation or security convertible into or exchangeable for, or having any option rights to purchase, any such equity security other than shares of capital stock issuable upon conversion or exercise of securities outstanding as of the Original Issue Date of the Series A Preferred Stock; (iv) take any action which results in the redemption of, or payment of dividends or the distribution of cash or any property with respect to, any shares of Common Stock (other than pursuant to (x) Section 4(a); (y) payments made to a separate class:stockholder who is not a stockholder of the Corporation as of the Original Issue Date of the Series A Preferred Stock in connection with an acquisition or merger transaction by the Corporation which is not deemed to be a liquidation pursuant to Section 4(b) above; or (z) redemptions of employee or director owned stock or options); a. Effect (v) incur or guarantee any saleindebtedness other than (a) in the ordinary course of business; (b) under the Loan and Security Agreement dated December 21, license1995, conveyanceby and between Xxxxx Microcomputer Products, exchange Inc., an affiliate of the Corporation and The CIT Group/Credit Finance, Inc., as amended thereafter, or transfer any replacement credit facility with a commercial lender under which the Corporation or its subsidiaries maintains its primary borrowing relationship; (c) indebtedness existing as of the Original Issue Date of the Series A Preferred Stock; (d) in an amount not to exceed $2,000,000 in the aggregate; or (e) in connection with an acquisition or merger transaction by the Corporation which is not deemed to be a liquidation under Section 4(b) above; or (vi) approve or create any mortgage, pledge or security interest in all or substantially all of the assets of the Corporation or take any other action which will result in the holders property of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of , except for such security interests or liens arising under the Corporation's capital stock after the transaction; or b. Amend or otherwise change the Corporation's Articles of Incorporation, bylaws or certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions on, or redemption of, any capital stock, other than distributions or redemptions made pursuant to the certificates of designations of the Series A Preferred Stock, the Series B Preferred Stock or the Series C $100 Redeemable 9% Convertible Preferred Stock; or e. Authorize, issue, obligate itself to issue, or agree to the authorization or issuance by any of the subsidiaries of the Corporation of, any capital stock or securities convertible into or exercisable for any capital stock, other than issuance of the Common Stock upon the conversion of shares of the Corporation's preferred stock or upon the exercise of any options or warrants which have been disclosed to the Holder in that certain Securities Purchase Agreement between the Corporation and the Holder dated as of even date herewith; or f. Make acquisitions of fixed assets or capital stock or capital expenditures, except for the purchase of inventory or other assets in the ordinary course of business, in any 12-month period during which the aggregate amount of all such transactions exceeding $100,000; or g. Enter into any credit facility or issue any debt, except for increases in debt borrowings permitted under existing credit facilities as of the date hereof and the increase of trade credit or accounts payable in the ordinary course of business, involving any amount exceeding $100,000 in a single transaction or a series of transactions; or h. Increase the number of directors on the Board above five; or i. Enter into any transaction with any affiliate (as such term is used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amendedSubsection 5(v) of the Corporation or modify any existing agreement or understanding with such affiliate (except for any transaction with any of its wholly-owned, operating subsidiaries in the ordinary course of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the Corporation, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvencyabove.

Restrictions and Limitations. So long as any shares of the Series B D Preferred Stock remain outstanding, the Corporation may not, without the vote or written consent by the holders of a majority of the outstanding shares of the Series B D Preferred Stock, voting as a separate class: a. Effect any sale, license, conveyance, exchange or transfer of all or substantially all of the assets of the Corporation or take any other action which will result in the holders of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of the Corporation's capital stock after the transaction; or b. Amend or otherwise change the Corporation's Articles of Incorporation, bylaws or certificate of designation of any stock; or c. Change the nature of the business of the Corporation or any of its subsidiaries; or d. Make any distributions on, or redemption of, any capital stock, stock (other than than: (i) distributions or redemptions made pursuant to the certificates of designations of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series C $100 Redeemable 9% Convertible D Preferred Stock; or (ii) redemptions or repurchases in amounts not exceeding $10,000 in the aggregate per fiscal year); or e. Authorize, issue, obligate itself to issue, or agree to the authorization or issuance by any of the subsidiaries of the Corporation of, any capital stock or securities convertible into or exercisable for any capital stock, other than issuance of the Series D Preferred Stock pursuant to that certain Series D Preferred Stock Purchase and Warrant Exercise Agreement between the Corporation and Stanford Venture Capital Holdings, Inc. dated as of even date herewith (the "Series D Purchase Agreement") or the issuance of the Common Stock upon the conversion of shares of the Corporation's preferred stock or upon the exercise of any options or warrants which have been contemplated or disclosed to in the Holder in that certain Securities Series D Purchase Agreement between the Corporation and the Holder dated as of even date herewithin ; or f. Make acquisitions of fixed assets or capital stock or capital expenditures, expenditures (except for the purchase of inventory or other assets in the ordinary course of business, ) in any 12-month period during which the aggregate amount of all such transactions exceeding exceeds $100,000; or g. Enter into any credit facility or issue any debt, debt (except for (i) increases in debt under existing credit facilities as of the date hereof and as in effect on the date hereof and (ii) the increase of trade credit or accounts payable in the ordinary course of business, involving any amount exceeding ) that exceeds $100,000 in a single transaction or a series of transactions; or h. Increase the number of directors on the Board above five; or i. Enter into any transaction with any affiliate (as such term is used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended) of the Corporation or modify any existing agreement or understanding with such affiliate (except for any transaction with any of its wholly-wholly owned, operating subsidiaries in the ordinary course of business); or j. File a voluntary or involuntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the Corporation, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, relief under any applicable federal or state law relating to bankruptcy or insolvency.