**Exhibit
      4.7**





**IMMEDIATEK,
      INC.**





**Certificate
      of Designation, Rights and Preferences of**


**Series
      A Convertible Preferred Stock**


**of**


**IMMEDIATEK,
      INC.**





Immediatek,
      Inc. (the “ ***Corporation*** ”),
      a
      corporation organized and existing under the law of the State of Nevada (the
      “ ***NRS*** ”),
      hereby certifies that, pursuant to the authority conferred upon the board of
      directors of the Corporation (the “ ***Board
      of***  ***Directors*** ”)
      by its
      Amended and Restated Articles of Incorporation, as amended (the “ ***Restated
      Articles*** “),
      which authorizes the issuance, by the Corporation, in one or more series of
      up
      to 5,000,000 shares of preferred stock, par value $0.001 per share (the
“ ***Preferred
      Stock*** ”),
      and
      in accordance with the provisions of NRS 78.1955, the Board of Directors at
      a
      meeting duly called and held on June 1, 2006 duly adopted the following
      resolutions:





RESOLVED,
      that, pursuant to the authority vested in the Board of Directors by the
      provisions of Article V of the Restated Articles and in accordance with the
      provisions of NRS 78.1955, the Board of Directors hereby creates and provides
      for the issue of a series of Preferred Stock consisting of 4,392,286 **** shares
      herein designated as the Series A Convertible Preferred Stock (the “ ***Series
      A Preferred Stock*** ”),
      having the powers, designations, preferences and relative, participating,
      optional or other special rights, and the qualifications, limitations or
      restrictions thereof, of the shares of such series (in addition to the powers,
      designations preferences and relative, participating, optional or other special
      rights, and the qualifications, limitations or restrictions thereof, set forth
      in the Restated Articles that are applicable to the Preferred Stock of all
      series) are hereby fixed as follows (certain terms used herein being defined
      in Section
      B.3. hereof):





**A.**  **PROVISIONS
      RELATING TO THE SERIES A PREFERRED STOCK**





1.  Dividends . The
      holders of the Series A Preferred Stock shall not be entitled to any
      preferential dividends. The holders of the Series A Preferred Stock shall be
      entitled to participate on an as-converted basis in cash any dividends declared
      and paid on the Common Stock.





2.  Liquidation .





(a)  Upon
      any
      Liquidation Event, the holders of shares of Series A Preferred Stock then
      outstanding shall be entitled to receive, out of the funds and assets of the
      Corporation legally available therefor (the “ ***Available
      Assets and Funds*** ”),
      before any payment shall be made to the holders of shares of Junior Stock,
      an
      amount per share equal to the greater of (i) the Stated Value for a share of
      Series A Preferred Stock and (ii) the amount such holder would have received
      had
      such holder converted such share of Series A Preferred Stock into shares of
      Common Stock immediately prior to such Liquidation Event. If, upon any such
      Liquidation Event, the Available Assets and Funds shall be insufficient to
      pay
      the holders of shares of Series A Preferred Stock the full amount to which
      they
      shall be entitled, the holders of shares of Series A Preferred Stock and any
      Parity Stock shall share ratably in any distribution of the Available Assets
      and
      Funds in proportion to the respective amounts that would otherwise be payable
      in
      respect of the shares held by them upon such distribution if all amounts payable
      on or with respect to such shares were paid in full.





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3.  Ranking .
      The
      Series A Preferred Stock shall, with respect to redemption rights, rights on
      liquidation, winding up, corporate reorganization and dissolution rank senior
      to
      the Junior Stock.





4.  Conversion .





(a)  Right
      to Convert .
      Subject
      to and in compliance with this Section
      A.4. ,
      each
      share of Series A Preferred Stock shall be convertible, at the option of the
      holder thereof, at any time and from time to time, into that number of fully
      paid and nonassessable shares of Common Stock as is determined by dividing
      the
      Stated Value for such share by the Conversion Price (defined below) for such
      share in effect at the time of conversion. The price at which shares of Common
      Stock shall be deliverable upon conversion of Series A Preferred Stock without
      the payment of additional consideration by the holder thereof (the “ ***Conversion
      Price*** ”)
      shall
      initially be $0.487189593 per share. Such initial Conversion Price shall be
      subject to adjustment from time to time as provided in this Section
      A.4 .





(b)  Mechanics
      of Conversion .
      Each
      holder of Series A Preferred Stock who desires to convert the same into shares
      of Common Stock shall 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 or Common Stock, and shall give written notice to
      the
      Corporation at such office that such holder elects to convert the same and
      shall
      state therein the number of shares of Series A Preferred Stock being converted.
      Thereupon, the Corporation shall promptly issue and deliver at such office
      to
      such holder a certificate or certificates for the number of shares of Common
      Stock to which such holder is entitled. Such conversion shall be deemed to
      have
      been made immediately prior to the close of business on the date of such
      surrender of the certificate representing the shares of Series A Preferred
      Stock
      to be converted, and the person entitled to receive the shares of Common Stock
      issuable upon such conversion shall be treated for all purposes as the record
      holder of such shares of Common Stock on such date.





(c)  Adjustments
      for Stock Splits and Combinations .
      If the
      Corporation at any time or from time to time after the Original Issue Date
      (as
      defined below) effects a subdivision of the outstanding Common Stock, the
      Conversion Price then in effect immediately before the subdivision shall be
      proportionately decreased, and conversely, if the Corporation at any time or
      from time to time after the Original Issue Date combines the outstanding shares
      of Common Stock into a smaller number of shares, the Conversion Price then
      in
      effect immediately before the combination shall be proportionately increased.
      Any adjustment under this subsection
      A.4.(c) shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective. “ ***Original
      Issue Date*** ”
means
      the date on which shares of Series A Preferred Stock are originally issued
      under
      this Certificate of Designation.





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(d)  Adjustments
      for Certain Dividends and Distributions .
      If the
      Corporation at any time or from time to time after the Original Issue Date
      makes
      or issues, or fixes a record date for the determination of holders of Common
      Stock entitled to receive, a dividend or other distribution payable in
      additional shares of Common Stock, then and in each such event the Conversion
      Price then in effect shall be adjusted as of the time of such issuance or,
      in
      the event such record date is fixed, as of the close of business on such record
      date, so that it will equal the price determined by multiplying the Conversion
      Price then in effect by a fraction (1) the numerator of which is the total
      number of shares of Common Stock issued and outstanding immediately prior to
      the
      time of such issuance or the close of business on such record date and (2)
      the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution; provided, however, that if such
      record date is fixed and such dividend is not fully paid or if such distribution
      is not fully made on the date fixed therefor, the Conversion Price shall be
      recomputed accordingly as of the close of business on such record date and
      thereafter the Conversion Price shall be adjusted pursuant to this subsection
      A.4.(d) as of
      the time of actual payment of such dividends or distributions.





(e)  Adjustments
      for Dividends and Other Distributions .
      In the
      event the Corporation at any time or from time to time after the Original Issue
      Date makes or issues, or fixes a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Corporation other than shares of Common Stock, then and in
      each such event provision shall be made so that the holders of Series A
      Preferred Stock shall receive upon conversion thereof, in addition to the number
      of shares of Common Stock receivable thereupon, the amount of securities of
      the
      Corporation which they would have received had their Series A Preferred Stock
      been converted into Common Stock on the date of such event and had they
      thereafter, during the period from the date of such event to and including
      the
      conversion date, retained such securities receivable by them as aforesaid during
      such period, subject to all other adjustments called for during such period
      under this Section
      A.4 with
      respect to the rights of the holders of the Series A Preferred
      Stock.





(f)  Adjustment
      for Reclassification, Exchange and Substitution .
      In the
      event that, at any time or from time to time after the Original Issue Date,
      the
      Common Stock issuable upon the conversion of the Series A Preferred Stock is
      changed into the same or a different number of shares of any class or classes
      of
      stock, whether by recapitalization, reclassification or otherwise (other than
      a
      subdivision or combination of shares or stock dividend or a reorganization,
      merger, consolidation or sale of assets, provided for elsewhere in this Section
      A.4 ),
      then
      and in any such event each holder of Series A Preferred Stock shall have the
      right thereafter to convert such Series A Preferred Stock into the kind and
      amount of stock and other securities and property receivable upon such
      recapitalization, reclassification or other change, by holders of shares of
      Common Stock into which such shares of Series A Preferred Stock could have
      been
      converted immediately prior to such recapitalization, reclassification or
      change, all subject to further adjustment as provided herein.





(g)  No
      Adjustment for Certain Issuances .
      Notwithstanding anything to the contrary herein, no adjustment will be made
      to
      the Conversion Price (1) for issuances of Common Stock upon conversion of shares
      of the Series A Preferred Stock; or (2) for issuances of Common Stock, options,
      warrants or other convertible securities as a dividend or distribution on the
      Series A Preferred Stock.





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(h)  Sale
      of Shares .





(1)  If
      at any
      time or from time to time after the Original Issue Date, the Corporation issues
      or sells, or is deemed by the express provisions of this subsection
      A.4.(h) to have
      issued or sold, Additional Shares of Common Stock (as hereinafter defined),
      other than as a dividend or other distribution on any class of stock as provided
      in subsection
      A.4.(d) above
      and other than upon a subdivision or combination of shares of Common Stock
      as
      provided in subsection
      A.4.(c) above, then
      and
      in each such event the Conversion Price then in effect shall be adjusted as
      of
      the time of such issuance or sale so that it will equal the price determined
      by
      multiplying the Conversion Price then in effect by a fraction (1) the numerator
      of which is the total number of shares of Common Stock issued and outstanding
      immediately prior to the time of such issuance or sale and (2) the denominator
      of which shall be the total number of shares of Common Stock issued and
      outstanding immediately prior to the time of such issuance or  sale
      plus
      the number of shares of Common Stock issued or sold.





(2)  For
      the
      purpose of the adjustment required under this subsection
      A.4.(h) ,
      if the
      Corporation issues or sells any rights or options for the purchase of, or stock
      or other securities convertible or exchangeable, with or without consideration,
      into Additional Shares of Common Stock (such convertible or exchangeable stock
      or securities being hereinafter referred to as “ ***Convertible
      Securities*** ”),
      then
      in each case the Corporation shall be deemed to have issued at the time of
      the
      issuance of such rights or options or Convertible Securities the maximum number
      of Additional Shares of Common Stock issuable upon exercise or conversion
      thereof. No further adjustment of the Conversion Price, adjusted upon the
      issuance of such rights, options or Convertible Securities, shall be made as
      a
      result of the actual issuance of Additional Shares of Common Stock on the
      exercise of any such rights or options or the conversion of any such Convertible
      Securities.





If
      any
      such rights or options, or the conversion or exchange privilege represented
      by
      any such Convertible Securities, shall expire without having been exercised,
      the
      Conversion Price adjusted upon the issuance of such rights, options or
      Convertible Securities shall be readjusted to the Conversion Price which would
      have been in effect had an adjustment been made on the basis that the only
      Additional Shares of Common Stock so issued were the Additional Shares of Common
      Stock, if any, actually issued or sold on the exercise of such rights or options
      or rights of conversion or exchange of such Convertible Securities. Further,
      if
      any shares of Common Stock issuable upon the exercise or conversion of options
      or warrants that are issued and outstanding on the Original Issue Date shall
      no
      longer be issuable thereunder due to expiration, termination or otherwise,
      the
      Conversion Price shall be adjusted as
      of the
      time of such expiration so that it will equal the price determined by
      multiplying the Conversion Price then in effect by a fraction (1) the numerator
      of which is the total number of shares of Common Stock issued and outstanding
      immediately prior to the time of such expiration, plus the number of shares
      of
      Common Stock no longer exercisable pursuant to such option or warrant and (2)
      the denominator of which shall be the total number of shares of Common Stock
      issued and outstanding immediately prior to the time of such
      expiration.





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(3)  For
      the
      purpose of the adjustment required under this subsection
      A.4.(h) ,
      if the
      Corporation issues or sells any rights or options for the purchase of
      Convertible Securities, then in each such case the Corporation shall be deemed
      to have issued at the time of the issuance of such rights or options the maximum
      number of Additional Shares of Common Stock issuable upon conversion or exchange
      of the total amount of Convertible Securities covered by such rights or options.
      No further adjustment of the Conversion Price, adjusted upon the issuance of
      such rights or options, shall be made as a result of the actual issuance of
      the
      Convertible Securities upon the exercise of such rights or options or upon
      the
      actual issuance of Additional Shares of Common Stock upon the conversion of
      such
      Convertible Securities. The provisions of paragraph (2) above for the
      readjustment of the Conversion Price upon the expiration of rights or options
      or
      the rights of conversion or exchange of Convertible Securities shall apply mutatis  mutandis to the
      rights, options and Convertible Securities referred to in this paragraph
      (3).





(i)  Notices
      of Record Date .
      In the
      event of (a) any taking by the Corporation of record of the holders of any
      class
      of securities for the purpose of determining the holders thereof who are
      entitled to receive any dividend or other distribution, or (b) any capital
      reorganization of the Corporation, any reclassification or recapitalization
      of
      the capital stock of the Corporation, any merger or consolidation of the
      Corporation with or into any other corporation, or any transfer of all or
      substantially all of the assets of the Corporation to any other Person or any
      voluntary or involuntary dissolution, liquidation or winding up of the
      Corporation, the Corporation shall mail to each holder of Series A Preferred
      Stock at least thirty (30) days prior to the record date specified therein,
      a
      notice specifying (1) the date on which any such record is to be taken for
      the
      purpose of such dividend or distribution and a description of such dividend
      or
      distribution, (2) the date on which any such reorganization, reclassification,
      transfer, consolidation, merger, dissolution, liquidation or winding up is
      expected to become effective, and (3) the date, if any, that is to be fixed,
      as
      to when the holders of record of Common Stock (or other securities) shall be
      entitled to exchange their shares of Common Stock (or other securities) for
      securities or other property deliverable upon such reorganization,
      reclassification, transfer, consolidation, merger, dissolution, liquidation
      or
      winding up.





(j)  Fractional
      Shares .
      No
      fractional shares of Common Stock shall be issued upon conversion of Series
      A
      Preferred Stock. If more than one share of Series A Preferred Stock shall be
      surrendered for conversion at any one time by the same holder, the number of
      full shares of Common Stock issuable upon conversion thereof shall be computed
      on the basis of the aggregate number of shares of Series A Preferred Stock
      so
      surrendered. In lieu of any fractional share to which the holder would otherwise
      be entitled, the Corporation shall pay cash equal to the product of such
      fraction multiplied by the Fair Market Value of one share of the Corporation’s
      Common Stock on the date of conversion.





(k)  Reservation
      of Stock Issuable Upon Conversion .
      The
      Corporation shall at all times reserve and keep available out of its authorized
      but unissued shares of Common Stock, solely for the purpose of effecting the
      conversion of the shares of the Series A Preferred Stock, such number of its
      shares of Common Stock as shall from time to time be sufficient to effect the
      conversion of all outstanding shares of the Series A Preferred Stock; and if
      at
      any time the number of authorized but unissued shares of Common Stock shall
      not
      be sufficient to effect the conversion of all then outstanding shares of the
      Series A Preferred Stock, the Corporation will take such corporate action as
      may, in the opinion of its counsel, be necessary to increase its authorized
      but
      unissued shares of Common Stock to such number of shares as shall be sufficient
      for such purpose.





5


(l)  Notices .
      All
      notices and other communications required by the provisions of this Section A.4 shall be
      in writing and shall be deemed to have been duly given if delivered personally,
      mailed by certified mail (return receipt requested) or sent by overnight
      delivery service, cable, telegram, facsimile transmission or telex to each
      holder of record at the address of such holder appearing on the books of the
      Corporation. Notice so given shall, in the case of notice so given by mail,
      be
      deemed to be given and received on the fourth calendar day after posting, in
      the
      case of overnight delivery service, on the date of actual delivery and, in
      the
      case of notice so given by cable, telegram, facsimile transmission, telex or
      personal delivery, on the date of actual transmission or, as the case may be,
      personal delivery.





(m)  Payment
      of Taxes .
      The
      Corporation will pay all taxes (other than taxes based upon income) and other
      governmental charges that may be imposed with respect to the issue or delivery
      of shares of Common Stock upon conversion of shares of Series A Preferred Stock,
      including, without limitation, any tax or other charge imposed in connection
      with any transfer involved in the issue and delivery of shares of Common Stock
      in a name other than that in which the shares of Series A Preferred Stock so
      converted were registered.





(n)  No
      Dilution or Impairment .
      The
      Corporation shall not amend its Amended and Restated Articles of Incorporation
      or participate in any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, for
      the
      purpose of avoiding, or seeking to avoid, the observance or performance of
      any
      of the terms to be observed or performed hereunder by the Corporation, but
      will
      at all times in good faith assist in carrying out all such action as may be
      reasonably necessary or appropriate in order to protect the conversion rights
      of
      the holders of the Series A Preferred Stock against dilution or other
      impairment.





5.  Voting .
      The
      holders of shares of Series A Preferred Stock shall be entitled to vote on
      all
      matters required or permitted to be voted upon by the stockholders of the
      Corporation and, except to the extent specifically provided herein, each holder
      shall be entitled to the number of votes equal to the largest number of full
      shares of Common Stock into which all shares of Series A Preferred Stock held
      by
      such holder could be converted, pursuant to the provisions of Section
      A.4 ,
      at the
      record date for the determination of the stockholders entitled to vote on such
      matters or, if no record date is established, at the date such vote is taken
      or
      any written consent of stockholders is first executed. Except as otherwise
      expressly provided herein or as required by law, the holders of Series A
      Preferred Stock shall vote together as a single class with the holders of Common
      Stock on all matters.





6


**B.**  **GENERAL
      PROVISIONS**





1.  Protective
      Provisions .
      In
      addition to any other vote or consent required herein or by law, unless the
      directors designated by the holders of the shares of the Series A Preferred
      Stock originally issued under the Purchase Agreement (as defined herein) control
      the Board of Directors of the Corporation with respect to all actions, for
      so
      long as any shares of the Series A Preferred Stock originally issued under
      the
      Purchase Agreement remain outstanding (subject to equitable adjustments for
      stock splits, stock dividends and the like with respect to the Series A
      Preferred Stock), except where the vote or written consent of the holders of
      a
      greater number of shares of the Corporation is required by law or by the Amended
      and Restated Articles of Incorporation, and in addition to any other vote
      required by law or by the Amended and Restated Articles of Incorporation, the
      Corporation shall not, and the Corporation shall cause its subsidiaries not
      to,
      as applicable, without the prior vote or written consent of the holders of
      at
      least 75% of the shares of the Series A Preferred Stock originally issued under
      the Purchase Agreement then outstanding:





(a)  amend
      the
      articles or bylaws in any manner that would alter or change any of the rights,
      preferences, privileges or restrictions of the Series A Preferred Stock or
      the
      shares issuable upon conversion of the Series A Preferred Stock;





(b)  reclassify
      any outstanding securities into securities having rights, preferences or
      privileges senior to, or on a parity with, the Series A Preferred
      Stock;





(c)  authorize
      or issue any additional shares of capital stock (other than to holders of the
      Series A Preferred Stock);





(d)  merge
      or
      consolidate with or into any corporation or other Person;




(e)  sell
      all
      or substantially all their respective assets in a single transaction or series
      of related transactions;




(f)  license
      all or substantially all of their respective intellectual property in a single
      transaction or series of related transactions;




(g)  liquidate
      or dissolve;





(h)  alter
      any
      rights of the holders of the Series A Preferred Stock or change the size of
      the
      Board of Directors;





(i)  declare
      or pay any dividends (other than dividends payable to the Corporation or its
      subsidiaries) on or declare or make any other distribution, directly or
      indirectly, on account of any shares of Common Stock now or hereafter
      outstanding;




(j)  repurchase
      any outstanding shares of capital stock (other than repurchases or redemptions
      of the Series A Preferred Stock in accordance with the terms
      hereof);




7


(k)  approve
      or modify by 10% or more the aggregate amount of any annual or other operating
      or capital budget, or approve or modify by 50% or more any single line item
      of
      any such operating or capital budget;




(l)  increase
      the salary of any officer or employee or pay any bonus to any officer, director
      or employee not contemplated in a budget or bonus plan approved by directors
      designated by the holders of the shares of the Series A Preferred Stock
      originally issued under the Purchase Agreement then outstanding;




(m)  retain,
      terminate or enter into any salary or employment negotiations or employment
      agreement with any employee or any future employee;




(n)  incur
      indebtedness (other than trade payables) or enter into contracts or leases
      that
      require payments in excess of $5,000 in the aggregate;




(o)  make
      or
      incur any single capital expenditure;




(p)  award
      stock options, stock appreciation rights or similar employee benefits or
      determine vesting schedules, exercise prices or similar features;




(q)  make
      any
      material change in the nature of its business or enter into any new line of
      business, joint venture or similar arrangement;




(r)  pledge
      its assets or guarantee the obligations of any other individual or
      entity;




(s)  recommend
      approval of any new equity incentive plan;




(t)
form
        or
        acquire any subsidiary, joint venture or similar business entity;
        or
  (u)  directly
        or indirectly enter into, or permit to exist, any material transaction with
        any
        affiliate of the Corporation, any director or officer or any affiliate of
        a
        director or officer, or transfer, pay, loan or otherwise obligate the
        Corporation to give cash, services, assets or other items of value to
        affiliates, officers or directors or any affiliate of a officer or director
        or
        commit to do any of the preceding after the date hereof, except for employee
        compensation or for reimbursement of ordinary business
        expenses.





2.  Board
      of Directors .
      For so
      long as any shares of the Series A Preferred Stock originally issued under
      the
      Purchase Agreement remain outstanding, the holders of a Majority-in-Interest
      of
      the shares of the Series A Preferred Stock originally issued under the Purchase
      Agreement then outstanding shall have the right to designate all the Persons
      to
      serve as directors on the Board of Directors of the Corporation and its
      subsidiaries. If the holders of the shares of the Series A Preferred Stock
      originally issued under the Purchase Agreement then outstanding choose not
      to
      designate any directors, the holders of a Majority-in-Interest of the shares
      of
      the Series A Preferred Stock originally issued under the Purchase Agreement
      then
      outstanding may appoint a designee to serve as an observer at all meetings
      of
      the Corporation’s or its subsidiaries’ Board of Directors and committees
      thereof, and such designee will be (a) entitled to all notices of meetings
      of the Board of Directors and committees thereof and all instruments in which
      action is proposed to be taken by written consent in lieu of a meeting, each
      as
      and when provided to the directors, and (b) furnished with the materials
      furnished to the directors for such meetings or written consents in lieu of
      a
      meeting. Notwithstanding anything herein to the contrary, for so long as the
      Radical Holdings LP or its affiliates owns any of the shares of the Series
      A
      Preferred Stock then issued and outstanding, the directors or any committee
      of
      directors of the Corporation or its subsidiaries shall not hold a meeting or
      take any action by written consent, unless written notice thereof, which
      contains a reasonable description of the matters to be acted upon, is sent
      to
      the holders of the Series A Preferred Stock at least ten calendar days in
      advance of the action proposed to be taken.





8


3.  Definitions .
      As used
      herein with respect to the Series A Preferred Stock, the following terms have
      the following meanings:





“ ***Additional
      Shares of Common Stock*** ”
means
      all shares of Common Stock issued after the Original Issue Date, in each event
      other than shares of Common Stock issued upon conversion of the Series A
      Preferred Stock.





“ ***Common
      Stock*** ”
means
      the common stock of the Corporation, $0.001 par value per share.





“ ***Fair
      Market Value*** ”
means (i) if
      the Common Stock is listed on a national securities exchange, the closing sale
      price per share on the principal exchange on which the Common Stock is listed
      as
      reported by such exchange, (ii) if the Common Stock is quoted in the
      National Market System, the closing sale price per share as reported by Nasdaq,
      (iii) if the Common Stock is traded in the over-the-counter market but not
      quoted in the National Market System, the average of the closing bid and asked
      quotations per share as reported by Nasdaq, or any other nationally accepted
      reporting medium if Nasdaq quotations shall be unavailable, or (iv) if none
      of the foregoing applies, the fair market value of such stock as reasonably
      determined in good faith by the Board of Directors of the
      Corporation.





“ ***Junior
      Stock*** ”
means
      shares of Common Stock and any other class or series of capital stock of the
      Corporation that by its express terms provides that is ranks junior to the
      Series A Preferred Stock as to distribution of assets on liquidation,
      dissolution or winding up.





“ ***Liquidation
      Event*** ”
means
      the liquidation, dissolution or winding up of the Corporation, whether voluntary
      or involuntary, and also includes (i) the acquisition of the Corporation by
      another entity by means of any transaction or series of related transactions
      (including, without limitation, any reorganization, merger or consolidation)
      that results in the sale, disposition or other transfer of more than fifty
      percent (50%) of the outstanding voting power of the Corporation or (ii) a
      sale,
      exclusive license or other disposition of all or substantially all of the assets
      of the Corporation.





“ ***Majority-in-Interest*** ”
means
      the holders of a majority of the Series A Preferred Stock.





“ ***Parity
      Stock*** ”
means
      any class or series of capital stock of the Corporation ranking on a parity
      with
      the Series A Preferred Stock as to distribution of assets on liquidation,
      dissolution or winding up.





9


“ ***Person*** ” ****** means
      any
      individual, corporation, partnership, trust, joint venture, organization,
      association, government or agency or political subdivision thereof, or any
      other
      entity.





“ ***Purchase
      Agreement*** ”
means
      that certain Securities Purchase Agreement, dated as of January 24, 2006, by
      and
      among the Corporation, Radical Holdings LP and the other parties thereto, as
      amended by that certain First Amendment to Securities Purchase Agreement, dated
      as of March 3, 2006.





“ ***Senior
      Stock*** ”
any
      class or series of capital stock of the Corporation that by its express terms
      provides that it ranks senior to the Series A Preferred Stock as to distribution
      of assets on liquidation, dissolution or winding up.





“ ***Stated
      Value*** ”
means
      a
      stated value per share equal to $0.683015632 with respect to the Series A
      Preferred Stock.











**SIGNATURE
      PAGE FOLLOWS**


10


IN
      WITNESS WHEREOF, Immediatek, Inc. has caused this Certificate of Designation,
      Rights and Preferences of Series A Convertible Preferred Stock to be signed
      by
      its President, on this 2nd day of June 2006, and such person hereby affirms
      under penalty of perjury that this Certificate of Designation, Rights and
      Preferences of Series A Convertible Preferred Stock is the act and deed of
      Immediatek, Inc. and that the facts stated herein are true and
      correct.





IMMEDIATEK,
              INC.By:
            /s/ ZACH
              BAIRName:
            Zach
              BairTitle:
            President