Exhibit
3(v)





EXHIBIT
A




AMENDED
AND RESTATED





CERTIFICATE
OF DESIGNATIONS




OF




SERIES
B PREFERRED STOCK




OF




ECHO
METRIX, INC.








Pursuant
to Section 151(g) of the General


Corporation
Law of the State of Delaware











Echo
Metrix, Inc., a Delaware corporation (the “Company”), hereby certifies
that pursuant to the authority conferred upon the Board of Directors of the
Company (the “Board”) by
its certificate of incorporation (the “Certificate of
Incorporation”), and pursuant to the provisions of Section 151(g) of the
General Corporation Law of Delaware, the Board, by unanimous written consent,
adopted the following recitals and resolution, which resolution remains in full
force and effect as of the date hereof:




WHEREAS,
pursuant to the Certificate of Incorporation, the Company is authorized to issue
up to 25,000,000 shares of preferred stock, par value $0.0001 per share (the
“Preferred Stock”), with
such designations, preferences, rights and qualifications, limitations or
restrictions as may be determined by the Board from time to time, of which
1,526,718 shares are designated as Series A Convertible Preferred Stock, par
value $0.0001 per share (“Series A Preferred Stock”) and
901,237  shares of such Series A Preferred Stock are  issued
and outstanding;





WHEREAS,
on September 9, 2009, the Board created, out of the 25,000,000 shares of
Preferred Stock authorized by the Certificate of Incorporation, a series of
Preferred Stock, designated as “Series B Preferred Stock,” consisting of 550,055
shares (the “Series B Preferred
Stock”), and authorized the Company to file a Certificate of Designation
of Series B Preferred Stock with the Secretary of State of the State of Delaware
setting forth the powers, designations, preferences and rights, as well as the
qualifications, limitations and restrictions of the Series B Preferred
Stock;





NOW
THEREFORE, BE IT





RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board by
the provisions of the Certificate of Incorporation, the Board hereby authorizes
that the Certificate of Designations of the Series B Preferred Stock of the
Company, filed with the Secretary of State of the State of Delaware on September
9, 2009, is hereby amended and restated in its entirety,  thereby
fixing the powers, designations, preferences and rights, as well as the
qualifications, limitations and restrictions as follows:




1.           Designation.  This
series of Preferred Stock shall be designated as the “Series B Preferred
Stock.”







2.           Authorization.  The
Company shall have the authority to issue 550,055 shares of the Series B
Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred
Stock”).




3.           Dividend
Provisions.




(a)           The
holders of Series B Preferred Stock shall be entitled, while shares of the
Series B Preferred Stock are outstanding, to cash dividends consisting in the
aggregate of $2,500,000 (the “Special Dividend Amount”)
subject to the conditions set forth in this Section 3(a).  For the
holders of the Series B Preferred Stock to be entitled to receive such
dividends, the Company must, for at least two fiscal quarters during any period
of 12 consecutive months generate revenues of more than $2,000,000 per fiscal
quarter and, during the same 12 month period, have a positive cash flow from
operations of more than $500,000 per fiscal quarter (the “Benchmark”).  Once
the Benchmark is met, one dividend per fiscal quarter shall be paid to the
holders of Series B Preferred Stock, pro rata based on the number of shares of
Series B Preferred Stock held, equal to (i) 10% of the Special Dividend Amount
for each immediately preceding fiscal quarter that the Company had a positive
cash flow of more than $500,000 (regardless of its revenues for such fiscal
quarter), (ii) 20% of the Special Dividend Amount for each immediately preceding
fiscal quarter that the Company had a positive cash flow of more than $1,000,000
(regardless of its revenues for such fiscal quarter), or (iii) if less than the
portion of the Special Dividend Amount required to be paid under (i) or (ii)
immediately above remains after previous dividends have been paid under this
subsection, then such remaining amount.  If the Special Dividend
Amount is paid in full, no further dividends will be payable under this
subsection.





(b)           While
shares of Series B Preferred Stock are outstanding, the holders of Series B
Preferred Stock shall additionally be entitled to cumulative dividends, in
preference to any dividends on the Common Stock at the rate of 7% of $9.09 (the
“Purchase Price”) per
annum payable quarterly. Dividends shall begin to accrue on the day following
the date of issuance of the Series B Preferred Stock and shall be payable on the
first day following the end of each of the Company’s fiscal quarters (each, a
“Dividend Date”) with
the first Dividend Date being January 1, 2010.   If a Dividend
Date is not a business day, then the dividend shall be due and payable on the
business day immediately following such Dividend Date.  Dividends
shall be payable in shares of Common Stock (“Dividend
Shares”).  Dividends shall be paid in a number of fully paid
and nonassessable shares (rounded up to the nearest whole share) of Common Stock
equal to the quotient of (i) the amount of interest payable divided by the
average of the volume weighted average price for each day during the period
commencing thirty (30) days preceding but not including the Dividend
Date.  If any Dividend Shares are to be issued on a Dividend Date,
then the Company shall, within five (5) business days of the applicable Dividend
Date, issue and deliver to such holder of Series B Preferred Stock a
certificate, registered in the name of such holder or its designee, for the
number of shares of Common Stock to which such holder shall be
entitled.




(c)           After
payment of any dividends pursuant to Section 3(a), any additional dividends
shall be distributed among all holders of Common Stock and all holders of Series
B Preferred Stock in proportion to the number of shares of Common Stock which
would be held by each such holder of Series B Preferred Stock if all shares of
Series B Preferred Stock were converted to Common Stock at the then effective
conversion rate.




4.           Liquidation
Preference.




(a)           In
the event of a Liquidation Event (as defined below), the holders of Series B
Preferred Stock shall be entitled to receive, pro rata based on the number of
shares Series B Preferred Stock held, pari passu with the payment
or distribution of assets to the Series A Preferred Stock but  prior
and in preference to any distribution of any of the assets of the Company to the
holders of Common Stock by reason of their ownership thereof, an amount per
share equal to the sum of (A) the Purchase Price plus an annualized
internal rate of return (“IRR”) of 8% for the period
from the issuance date of the issued and outstanding Series B Preferred Stock to
the date when all amounts under this Section 4(a) are paid in full, and
(B) an amount equal to all declared but unpaid dividends for each
outstanding share of Series B Preferred Stock (the “Preference Amount”),
proportionally adjusted for Recapitalizations.  If upon the occurrence
of such an event, the assets and funds thus distributed among the holders of the
Series B Preferred Stock shall be insufficient to permit the payment to such
holders of the full Preference Amount, then the entire assets and funds of this
Company legally available for distribution to stockholders shall be distributed
ratably among the holders of the Series B Preferred Stock, pro rata based on the
number of shares of Series B Preferred Stock held, in proportion to the full
Preference Amount each such holder is otherwise entitled to receive under this
Section 4(a).







(b)           Upon
completion of the distributions required by Section 4(a), all of the
remaining assets of the Company available for distribution to stockholders shall
be distributed among the holders of the Company’s Series A Preferred Stock,
Series B Preferred Stock and the Common Stock pro rata based on the number of
shares of Common Stock held by each holder, assuming full conversion of all such
Series A Preferred Stock and Series B Preferred Stock.




(c)           For
purposes of this Section 4, unless the holders of at least a majority of
the voting power of the Series B Preferred Stock then outstanding, voting
together as a single class on an as-converted basis, give prior written consent,
a “Liquidation Event” shall be deemed to be occasioned by a liquidation,
dissolution or winding up of the Company, either voluntary or
involuntary.




5.           Conversion.  The
holders of the Series B Preferred Stock shall have conversion rights as follows
(the “Conversion
Rights”):




(a)           Right to
Convert.  Each share of Series B Preferred Stock shall be
convertible, at no further cost to the holder thereof, at the option of the
holder thereof, at any time, at the office of the Company or any transfer agent
for such stock, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing the Purchase Price by the conversion
price (the “Conversion
Price”), determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion.  The initial Conversion
Price shall be $0.0909,
which implies that each share of Series B Preferred Stock is initially
convertible into Common Stock on a
1-to-100 basis; provided, however, that the Conversion Price shall be
subject to adjustment as set forth in this Section 5.




(b)           Mechanics of
Conversion.  Before any holder of Series B Preferred Stock
shall be entitled to convert the same into shares of Common Stock, he, she or it
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Company or of any transfer agent, and shall give written notice to
the Company at its principal corporate office, of the election to convert the
same and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued.  The Company
shall, as soon as practicable thereafter and in any event within three business
days after such notice, issue and deliver at such office to such holder of
Series B Preferred Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid.  Such conversion shall be
deemed to have been made on the date of the Company’s receipt of such notice of
the election to convert the shares of Series B Preferred Stock to be converted,
and the person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock as of such date.  If
the conversion is in connection with an underwritten public offering of the
Company’s Common Stock, the conversion may, at the option of any holder
tendering Series B Preferred Stock for conversion, be conditioned upon the
closing with the underwriters of the sale of the Company’s Common Stock pursuant
to such offering, in which event the persons entitled to receive the Common
Stock upon conversion of the Series B Preferred Stock shall not be deemed to
have converted such Series B Preferred Stock until immediately prior to the
closing of such public offering.




(c)           Conversion Price Adjustments
of Preferred Stock.  The Conversion Price of the Series B
Preferred Stock shall be subject to adjustment from time to time as
follows:





(i)
            In the event the Company should
      at any time or from time to time fix a record date for the effectuation of
      a split or subdivision of the outstanding shares of Common Stock or the
      determination of holders of Common Stock entitled to receive a dividend or
      other distribution payable in additional shares of Common Stock or other
      securities or rights convertible into, or entitling the holder thereof to
      receive directly or indirectly, additional shares of Common Stock
      (hereinafter referred to as “Common Stock
      Equivalents”)
      without payment of any consideration by such holder for the additional
      shares of Common Stock or the Common Stock Equivalents (including the
      additional shares of Common Stock issuable upon conversion or exercise
      thereof), then, as of such record date (or the date of such dividend
      distribution, split or subdivision if no record date is fixed), the
      Conversion Prices shall be appropriately decreased so that the number of
      shares of Common Stock issuable on conversion of each share of such series
      shall be increased in proportion to such increase in the aggregate number
      of shares of Common Stock outstanding and those issuable with respect to
      such Common Stock
Equivalents.





(ii)
            If the number of shares of Common
      Stock outstanding at any time is decreased by a combination of the
      outstanding shares of Common Stock, then, following the record date of
      such combination, the Conversion Price for the Series B Preferred Stock
      shall be appropriately increased so that the number of shares of Common
      Stock issuable on conversion of such Series B Preferred Stock shall be
      decreased in proportion to such decrease in outstanding
      shares.




(d)          Other
Distributions.  Subject to applicable law, in the event the
Company shall declare a distribution payable in securities of other persons,
evidences of indebtedness issued by the Company or other persons, assets
(excluding cash dividends) or options or rights not referred to in
Section 5(c)(i), then, in each such case for the purpose of this
Section 5(d), the holders of the Series B Preferred Stock shall be entitled
to a proportionate share of any such distribution as though they were the
holders of the number of shares of Common Stock of the Company into which their
shares of such Series B Preferred Stock are convertible as of the record date
fixed for the determination of the holders of Common Stock of the Company
entitled to receive such distribution.




(e)          Recapitalizations.  If
at any time or from time to time there shall be a recapitalization of the Common
Stock (other than a subdivision, combination or merger or sale of assets
transaction provided for elsewhere in Section 3(b) or this Section 5)
(a “Recapitalization”), provision shall be made so that the holders of the
Series B Preferred Stock shall thereafter be entitled to receive upon conversion
of such Series B Preferred Stock the number of shares of stock or other
securities or property of the Company or otherwise, to which a holder of the
number of shares of Common Stock deliverable upon conversion of the Series B
Preferred Stock held by such holder would have been entitled on such
recapitalization.




(f)          No
Impairment.  The Company will not, by amendment of this
Certificate of Designation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Section 5 and in the taking of all such action as
may be necessary or appropriate in order to protect the Conversion Rights of the
holders of Preferred Stock against impairment.




(g)          No Fractional Shares and
Certificate as to Adjustments.




(i)
            No fractional shares shall be
      issued upon the conversion of any share of Series B Preferred
      Stock.  In lieu of any fractional shares to which the holder
      would otherwise be entitled, the Company shall round the number of
      fractional shares up to the nearest number of whole
      shares.










(ii)
            Upon the occurrence of each
      adjustment or readjustment of the Conversion Price of any Series B
      Preferred Stock pursuant to this Section 5(g)(ii), the Company, at
      its expense, shall promptly compute such adjustment or readjustment in
      accordance with the terms hereof and prepare and furnish to each holder of
      the Series B Preferred Stock a certificate setting forth such adjustment
      or readjustment and showing in detail the facts upon which such adjustment
      or readjustment is based.  The Company shall, upon the written
      request at any time of any holder of Series B Preferred Stock, furnish or
      cause to be furnished to such holder a like certificate setting forth
      (A) such adjustment and readjustment, (B) the Conversion Price
      at the time in effect, and (C) the number of shares of Common Stock
      and the amount, if any, of other property that at the time would be
      received upon the conversion of a share of such Series B Preferred
      Stock.




(h)           Notices of Record
Date.  In the event of any taking by the Company of a record of
the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Company shall mail to each holder
Series B Preferred Stock, at least ten (10) days prior to the date
specified therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and the amount
and character of such dividend, distribution or right.







(i)           Reservation of Stock
Issuable Upon Conversion.  The Company 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
Series B 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 Series B 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 Series B Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Series B Preferred Stock, the Company 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
purposes, including, without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to the certificate of
incorporation of the Corporation, as amended.




(j)           Waiver of Adjustment to
Conversion Prices.  Notwithstanding anything herein to the
contrary, any downward adjustment of the Conversion Price of the Series B
Preferred Stock may be waived, either prospectively or retroactively and either
generally or in a particular instance by the vote or written consent of the
holders of not less than 75% of the outstanding shares of the Series B Preferred
Stock.  Any such waiver shall be binding upon all current and future
holders of shares of such Series B Preferred Stock.




(k)           Mandatory
Conversion.  If the Company has not received an aggregate of
$5,000,000 (the “Aggregate
Investment Amount”) from Rock Island Capital LLC (“Rock Island”) holders of the
Series B Preferred Stock on or before the Closing Date (as defined in the
Purchase Agreement), in accordance with the terms of that certain Series B
Convertible Preferred Stock Purchase Agreement, dated July 29, 2009, including
any and all amendments and addenda thereto (the “Purchase
Agreement”), entered into by and among the Company and the
initial holder of the Series B Preferred Stock and/or its assigns, then the
Company may at any time thereafter give the holders of the Series
B  Preferred Stock written notice of a mandatory conversion of the
Series B Preferred Stock and, if the unpaid portion of Aggregate Investment
Amount is not paid to the Company in accordance with the Purchase Agreement
within ten (10) days following the receipt of such written notice by the holders
of the Series B Preferred Stock, all outstanding shares of Series B
Preferred Stock will automatically, and without any action on the part of any
person being required, convert into shares of the Company's Common Stock at the
Conversion Price determined in accordance with the other provisions of this
Section 5 and such shares of Series B Preferred Stock shall be null and
void.








6.           Voting
Rights.





(a)           Provided
that the Company has received at least $2,000,000 of the Aggregate Investment
Amount in accordance with the Purchase Agreement, as amended, the
holders of outstanding Series B Preferred Stock shall have the right to
such number of) votes for each share of Common Stock into which such share of
Series B Preferred Stock may then be converted pursuant to Section 5 hereof
equal to fifty one percent (51%) of the outstanding Common Stock  on
an as-converted basis, only with respect to a proposal (the “Proposal”) to amend the
Certificate of Incorporation to increase the number of shares of capital stock
authorized thereunder.  With respect to such votes and except as
otherwise expressly provided herein or as required by applicable law, such
holder shall have full voting rights and powers equal to the voting rights and
powers of the holders of Common Stock with respect to the Proposal, and shall be
entitled, notwithstanding any provision hereof, to notice of any stockholders’
meeting relating to the Proposal in accordance with the Bylaws of the Company
(the “Bylaws”), and
shall be entitled to vote, together with holders of Common Stock as a single
class, with respect to the Proposal.





(b)           Notwithstanding
anything to the contrary in Section 6(a) hereof, provided that the Company has
received the entire Aggregate Investment Amount in accordance with the Purchase
Agreement, as amended, and provided further that Rock Island or the members of
Rock Island as of September 9, 2009 (including any member of Rock
Island  to whom rights or securities purchased under the Purchase
Agreement were assigned), beneficially own at least 66% of the Series B
Preferred Stock purchased pursuant to the Purchase Agreement, as amended (the
“Voting Threshold”), the
holders of outstanding Series B Preferred Stock shall have the right to two
(2) votes for each share of Common Stock into which such share of Series B
Preferred Stock could then be converted.  With respect to such votes
and except as otherwise expressly provided herein or as required by applicable
law, provided the Voting Threshold has been met, such holder shall have full
voting rights and powers equal to the voting rights and powers of the holders of
Common Stock, and shall be entitled, notwithstanding any provision hereof, to
notice of any stockholders’ meeting in accordance with the Bylaws, and shall be
entitled to vote, together with holders of Common Stock as a single class, with
respect to any matter upon which holders of Common Stock have the right to
vote.





7.           Protective
Provisions.  Provided that by the Closing Date (as defined in
the Purchase Agreement), the Company has received the Aggregate Investment
Amount in accordance with the Purchase Agreement and provided further that Rock
Island  or the members of Rock Island as of September 9, 2009,
including  any member of Rock Island to whom rights or securities purchased
under the Purchase Agreement were assigned), still beneficially own at least 66%
of the 550,055 shares of the Company’s Series B Preferred Stock purchased
pursuant to the Purchase Agreement, the Company shall not, without first
obtaining the approval of the holders of at least two-thirds of the then
outstanding shares of Series B Preferred Stock voting together as a single
class:




(i)
            increase or decrease the
      authorized size of the Board or any committee thereof or create any new
      committee of the Board;





(ii)
            propose to amend or waive any
      provision of the Company’s certificate of incorporation or bylaws (except
      to increase the Company’s number of shares of authorized Common
      Stock);





(iii)
            except with respect to an Exempt
      Issuance, sell or issue any equity or debt security or warrant, option or
      other right to purchase any equity or debt security (with the exception of
      any shares issued  upon conversion of shares of the Series B
      Preferred Stock or warrants issuable pursuant to the Purchase Agreement)
      or declare or pay any dividend or distribution or redeem or make, or
      engage in a transaction that results in, any acquisition, sale of a
      substantial portion of equity or assets, merger, consolidation, plan of
      arrangement, redomiciling, joint venture or partnership arrangements or
      form any new subsidiary (including any “variable interest entity”) or pass
      any resolution relating to reduction of share capital, dissolution or
      liquidation; or










(iv)
            Other than in the ordinary course
      of business, engage or enter into any transaction or agreement with any of
      the Company’s affiliates, shareholders, directors or officers, relatives
      of such shareholders, directors or officers or affiliates of such
      relatives or other related parties, unless such transaction or agreement
      has been approved by the Company’s board of
    directors.




For the
avoidance of doubt, this Section 7 does not intend to, nor does it, create and
recognize any additional rights (other than those rights already provided in the
General Corporation Law of the State of Delaware or other applicable laws) to
stockholders that are not holders of the Series B Preferred
Stock.  The approval requirement of the holders of the Series B
Preferred Stock as set forth above for any matters listed in this Section 7 does
not, by itself, indicates that such matter must be determined or approved by
stockholders in general.




8.           “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees,
officers, or directors of the Company pursuant to any stock or option plan duly
adopted for such purpose, by a majority of the non-employee members of the Board
of Directors or a majority of the members of a committee of non-employee
directors established for such purpose, (b) securities upon the exercise or
exchange of or conversion of any Securities issued pursuant to the Securities
Purchase Agreement between the Company and Rock Island, as amended (the
“Agreement”), (c) securities issuable pursuant to agreements outstanding as of
the date of this Amended and Restated Certificate of
Designations,  and/or other securities exercisable or exchangeable for
or convertible into shares of Common Stock issued and outstanding on the date of
this Certificate of Designations, provided that such securities have not been
amended since the date of this Certificate of Designations to increase the
number of such securities or to decrease the exercise, exchange or conversion
price of such securities, (d) securities issuable pursuant to the Agreement or
this Amended and Restated Certificate of Designations, and (e) securities issued
pursuant to acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall
only be to a Person (as defined in the Agreement) which is, itself or through
its subsidiaries, an operating company in a business synergistic with the
business of the Company and in which the Company receives benefits in addition
to the investment of funds, but shall not include a transaction in which the
Company is issuing securities primarily for the purpose of raising capital or to
an entity whose primary business is investing in securities




9.           Amendments.     The
terms, conditions, rights and preferences contained in this Certificate of
Designation may be amended, modified, waived, amended and restated or replaced
in its entirety upon the approval of the Board with the consent of at least
two-thirds of the then outstanding shares of Series B Preferred Stock voting as
a separate class.




*     *     *     *     *





IN
WITNESS WHEREOF, the foregoing Certificate of Designation has been duly executed
on behalf of the Company by the undersigned on March 4, 2010.




Echo
      Metrix, Inc.By:
              /s/ Jeffrey GreeneJeffrey
      GreeneChief
      Executive Officer and President