Exhibit
3.9





AMENDED
AND RESTATED





CERTIFICATE
OF DESIGNATION





OF





SERIES
B PREFERRED STOCK





OF





UPSTREAM
WORLDWIDE, INC.





I, Daniel
Brauser, Chief Financial Officer of Upstream Worldwide, Inc., a corporation
organized and existing under the laws of the State of Delaware (hereinafter the
“Corporation”), DO HEREBY CERTIFY:





That
there are no shares of Series B Preferred Stock of the Corporation outstanding;
and





That
pursuant to Section 151(g) of the Delaware General Corporation Law and the
provisions of the Corporation’s Certificate of Incorporation, as amended, the
Board of Directors of the Corporation (“Board”), on August 3, 2010, adopted the
following resolution:





RESOLVED: That the
designations, powers, preferences and rights of the Series B Preferred Stock
pursuant to that certain Certificate of Designation of the Corporation
previously filed with the Secretary of State, State of Delaware on May 14, 2009
(the “Certificate”) shall be, and hereby are, amended and restated as provided
below and that no shares shall be issued subject to the Certificate with respect
to such series.





A.           Series B
Preferred Stock.





1.           Designation;
Ranking.  A series of
preferred stock is hereby designated as Series B Preferred Stock (the “Series B
Preferred Stock”). The Series B Preferred Stock shall, with respect to dividend
distributions and distributions upon liquidation, winding up or dissolution of
the Corporation, rank (i) senior to all classes of Common Stock and to each
other class of capital stock of the Corporation or series of Preferred Stock of
the Corporation existing or hereafter created (collectively referred to,
together with all classes of Common Stock, as “Junior Securities”).





2.           Number.  The number of
shares constituting Series B Preferred Stock is fixed at 4,000,000 shares, par
value $.0001 per share, and such amount may not be increased or decreased except
with the written consent of the holders of at least a majority of the issued and
outstanding Series B Preferred Stock.





3.           Liquidation.  The liquidation
preference of the Series B Preferred Stock shall be$1.00 per share as
adjusted for each stock combination, stock split, recapitalization, or similar
corporate action that is the functional equivalent of any of the foregoing, with
respect to such share, plus any and all accrued unpaid dividends thereon (the
“Liquidation Amount”).  Upon the occurrence of any Liquidation Event
(as defined in Section 5b), the funds and assets that may be legally distributed
to the Corporation’s stockholders (the “Available Funds and Assets”) shall be
distributed to the holders of Series B Preferred Stock in the following
manner:







(a)           Liquidation
Preference.  Upon any Liquidation Event, each holder of
outstanding shares of the Series B Preferred Stock shall be entitled to be paid
out of the Available Funds and Assets before any amount shall be paid or
distributed to the holders of the Common Stock or the holders of any other
series or class of stock of the Corporation, an amount per share equal to the
greater of (x) the sum of the Liquidation Amount for each share of Series B
Preferred Stock outstanding, or (y) the amount they would be entitled to receive
as if all of the shares of Series B Preferred Stock had been converted into
Common Stock as of the date immediately prior to the date fixed for
determination of stockholders entitled to receive a distribution in such
Liquidation Event, before any cash distribution shall be made or any other
assets distributed in respect of Junior Securities to the holders of any Junior
Securities including, without limitation, Common Stock of the
Corporation.  If upon any Liquidation Event, the Available Funds and
Assets to be distributed to the holders of the Series B Preferred Stock shall be
insufficient to permit the payment to such stockholders of their full
preferential amount described herein, then all of the Available Funds and Assets
shall be distributed among the holders of the then outstanding Series B
Preferred Stock pro rata according to the number of outstanding shares of Series
B Preferred Stock held by each holder thereof.





(b)          Remaining
Assets.  If there are any Available Funds and Assets remaining
after the payment or distribution (or the setting aside for payment or
distribution) to the holders of Series B Preferred Stock of their full
preferential amounts, then all such remaining Available Funds and Assets shall
be distributed among the holders of the then outstanding Common Stock pro rata
according to the number of shares of Common Stock held by each holder thereof,
subject to the rights of any other holders of preferred stock to share in the
any distribution of the remaining Available Funds and Assets available for
distribution.





(c)           Notice.  Prior
to the occurrence of any Liquidation Event, and in any event not less than
twenty (20) calendar days prior to any payment date with respect thereto, the
Corporation will furnish each holder of the Series B Preferred Stock notice in
accordance with Section A.7 hereof; together with a certificate prepared by the
chief financial officer (or any other executive officer) of the Corporation
describing in detail the facts of such Liquidation Event, stating in detail the
amount(s) per share of the Series B Preferred Stock each holder of the Series B
Preferred Stock would receive pursuant to the provisions of Section A.3(a)
hereof and stating in detail the basis upon which such amounts were
determined.





(d)           Reduction of Time for
Notice.  The holder or holders of not less than a majority of
the outstanding shares of Series B Preferred Stock may, at any time upon written
notice to the Corporation, reduce the time, but not below five business days,
for notice pursuant to any notice provisions specified herein for the benefit of
such holders, and any such reduction of time shall be binding upon all holders
of such securities.





4.           Voting.




(a)           General.  Subject
to the other provisions of this Certificate of Designation, each holder of
Series B Preferred Stock shall have full voting rights and powers equal to the
voting rights and powers of the holders of Common Stock, and shall be entitled
to notice of any stockholders’ meeting in accordance with the bylaws of the
Corporation (as in effect at the time in question) and applicable law, and shall
be entitled to vote, together with the holders of Common Stock, with respect to
any question upon which holders of Common Stock have the right to vote, except
as may be otherwise provided by applicable law.  Except as otherwise
expressly provided herein or as required by law, the holders of Series B
Preferred Stock and the holders of Common Stock shall vote together and not as
separate classes.


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(b)           Number of
Votes.  Each holder of shares of Series B Preferred Stock shall
be entitled to vote those shares of Common Stock that would be receivable upon
the conversion of such holder’s Series B Preferred Stock, as limited by Section
A.5(j), at the record date for the determination of the stockholders entitled to
vote on such matters or, if no such record date is established, the date such
vote is taken or any written consent of stockholders is solicited.





(c)           Required.  At
any time when shares of Series B Preferred Stock are outstanding, in addition to
any other vote required by law or the Corporation’s Articles of Incorporation,
without the written consent or affirmative vote of the holders of at least a
majority of the then outstanding shares of Series B Preferred Stock, given in
writing or by vote at a meeting, consenting or voting (as the case may be)
separately as a class, the Corporation shall not, either directly or by
amendment, merger, consolidation or otherwise, change the rights or preferences
of the Series B Preferred Stock or increase the authorized number of shares of
Series B Preferred Stock.





5.            Conversion.The holders of
the Series B Preferred Stock shall have, and be subject to, the following
conversion rights:





(a)           Conversion.  At
such time as an amendment to the Certificate of Incorporation of the Corporation
is filed and effective increasing the Corporation’s authorized shares of Common
Stock to at least 650,000,000 shares (the “Filing Date”), and provided that a
Liquidation Event (as hereinafter defined) has not occurred, each share of the
Series B Preferred Stock then held by each holder of the Series B Preferred
Stock shall be entitled, upon (i) written notice to the Corporation and (ii) the
satisfaction of the requirements set forth in Section A.5(h), to convert all or
any part of the Series B Preferred Stock then held by such holder into a number
of fully paid and nonassessable shares of Common Stock in accordance with
Section A.5(d), subject to the limitations contained in Section
A.5(j).





(b)           Liquidation
Event.  “Liquidation Event” shall mean (i) the dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
or (ii) (A) any reorganization, consolidation, merger or similar transaction or
series of related transactions (each, a “Combination Transaction”) in which the
Corporation is a constituent party, or a subsidiary of the Corporation is a
constituent party and the Corporation issues shares of its capital stock
pursuant to such Combination Transaction, if, as a result of such Combination
Transaction, the voting securities of the Corporation that are outstanding
immediately prior to the consummation of such Combination Transaction (other than any such
securities that are held by an “Acquiring Stockholder”, as defined below) do not
represent, or are not converted into, securities of the surviving corporation of
such Combination Transaction (or such surviving corporation's parent corporation
if the surviving corporation is owned by the parent corporation) that,
immediately after the consummation of such Combination Transaction, together
possess at least a majority of the total voting power of all securities of such
surviving corporation (or its parent corporation, if applicable) that are
outstanding immediately after the consummation of such Combination Transaction,
including securities of such surviving corporation (or its parent corporation,
if applicable) that are held by the Acquiring Stockholder; or (B) a sale, lease,
license, transfer or other disposition, whether in a single transaction or a
series of related transactions, of all or substantially all of the assets of the
Corporation.  An “Acquiring Stockholder” means a stockholder or
stockholders of the corporation that (1) merges or combines with the Corporation
in such Combination Transaction or (2) owns or controls a majority of another
corporation that merges or combines with the Corporation in such Combination
Transaction.


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(c)           Conversion
Time.  The “Conversion Time” with respect to a Liquidation
Event shall mean immediately prior to the occurrence of the Liquidation Event
(which for purposes of a Liquidation Event described in Section A.5(b)(ii)
hereof shall mean immediately prior to the closing of such Liquidation Event),
in which event the person(s) entitled to receive Common Stock of the Corporation
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
occurrence of the Liquidation Event.  The “Conversion Time” with
respect to a conversion pursuant to Section A.5(a) shall be the date the
requirements identified in Section A.5(a)(i) and (ii) are
satisfied.





(d)           Conversion
Formula. At the Conversion Time, each share of Series B Preferred
Stock subject to conversion shall be convertible into the number of shares of
Common Stock which results from dividing the Liquidation Amount by the
conversion price for the Series B Preferred Stock that is in effect at the time
of conversion (the “Conversion Price”).  The Conversion Price shall be
subject to adjustment pursuant to Section A.6 from time to
time.  Following each adjustment, such adjusted Conversion Price shall
remain in effect until a further adjustment hereunder.  The initial
Conversion Price shall be $0.02.





(e)           Reservation of Stock
Issuable Upon Conversion.  The Corporation shall at all times
following the Filing Date 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 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 the 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 the
Series B 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, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to the
Corporation’s Certificate of Incorporation.  As of the date of filing
this Certificate of Designation, there are not enough authorized but unissued
shares of Common Stock available and reserved for the purpose of effectuating
the conversion of the Series B Preferred Stock; however, the Board of Directors
of the Corporation has adopted a resolution recommending that the stockholders
increase the Corporation’s authorized Common Stock from 300,000,000 to a number
of shares sufficient to permit (i) the conversion of the Series B Preferred
Stock and (ii) the exercise of all outstanding derivative
securities.  The Corporation shall also use its best efforts to obtain
the requisite stockholder approval of the Certificate of Amendment to the
Corporation’s Certificate of Incorporation for such increase to the
Corporation’s authorized Common Stock and file the Certificate of Amendment with
the Secretary of State of the State of Delaware by the Anniversary Date (as
hereafter defined).





(f)           Fractional
Shares.  No fractional shares of Common Stock shall be issued
upon any conversion of Series B Preferred Stock.  In lieu of any
fractional share to which the holder would otherwise be entitled, the
Corporation shall pay the holder cash equal to the product of such fraction
multiplied by the Common Stock’s Fair Market Value.  The Corporation
shall, as soon as practicable after the Conversion Time, deliver to the holders
of Series B Preferred Stock, or to their nominees, cash in lieu of any fraction
of a share.  For purposes hereof, “Fair Market Value” of a share of
Common Stock as of a particular date (the "Determination Date") shall
mean:


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(i)           “Fair Market
Value”  shall mean:  (i) if the principal trading market for
such securities is a national securities exchange, or the Over-the-Counter
Bulletin Board (“OTCBB”) (or a similar system then in use), the last reported
sales price on the principal market on the Event Date or if the Event Date is
not a trading day, the trading day immediately prior to such an Event Date; or
(ii) if  (i) is not  applicable, and if bid and ask prices for shares
of Common Stock are reported by the principal trading market or the Pink OTC
Markets, Inc. (or a similar system then in use), the last reported sale price,
or if unavailable, the average of the high bid and low ask prices so reported on
the Event Date or if the Event Date is not a trading day on the trading day
immediately prior to such Event Date.  Notwithstanding the foregoing, if
there is no last reported sales price or bid and ask prices, as the case may be,
for the day in question, then Fair Market Value shall be determined as of the
latest day prior to such day for which such last reported sales price or bid and
ask prices, as the case may be, are available, unless such securities have not
been traded on an exchange or in the over-the-counter market for 30 or more days
immediately prior to the day in question, in which case the Fair Market Value
shall be determined in good faith by, and reflected in a formal resolution of,
the board of directors of the Company.





(ii)           If
the Determination Date is the date of a Liquidation Event, then all amounts to
be payable per share to holders of the Common Stock pursuant to the Certificate
of Incorporation in the event of such Liquidation Event, assuming for the
purposes of this clause (ii) that all of the shares of Common Stock then
issuable upon conversion of all of the preferred stock are outstanding at the
Determination Date.





(g)           No
Impairment.  The Corporation shall not avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but shall 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 rights, preferences and privileges of the holders of the
Series B Preferred Stock against impairment.





(h)          Mechanics of
Conversion.  Before any holder of Series B Preferred Stock
shall be entitled to convert shares of Series B Preferred Stock into shares of
Common Stock in connection with a conversion pursuant to Section A.5(a), the
holder shall surrender the certificate for such shares of Series B Preferred
Stock (or, if such registered holder alleges that such certificate has been
lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably
acceptable to the Corporation to indemnify the Corporation against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate), at the office of the Corporation, together
with written notice that such holder elects to convert all or any number of the
shares of the Series B Preferred Stock represented by such certificate and, if
applicable, any event on which such conversion is contingent.  The
notice shall state the holder’s name or the names of the nominees in which such
holder wishes the certificate or certificates for shares of Common Stock to be
issued.  If required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by a written instrument or
instruments of transfer, in form reasonably satisfactory to the Corporation,
duly executed by the registered holder or his, her or its attorney duly
authorized in writing.


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(i)          Taxes Upon
Conversion.  The Corporation shall pay any and all issue and
other similar taxes that may be payable in respect of any issuance or delivery
of shares of Common Stock on conversion of shares of Series B Preferred Stock
pursuant to this Section A.5(i).  The Corporation shall not, however,
be required to pay any tax that might be payable in respect of any transfer
involved in the issuance and delivery of shares of Common Stock in a name other
than that in which the shares of Series B Preferred Stock so converted were
registered, and no such issuance or delivery shall be made unless and until the
person or entity requesting such issuance has paid to the Corporation the amount
of any such tax or has established, to the satisfaction of the Corporation, that
the tax has been paid.





(j)           Conversion
Limitation.  No conversion shall be made with respect to a
holder of Series B Preferred Stock if an amount that would be convertible into
that number of shares of Common Stock which would be in excess of the sum of (i)
the number of shares of Common Stock beneficially owned by such holder and its
affiliates on a Conversion Time, (ii) any Common Stock issuable in connection
with the unconverted portion of such holder’s Series B Preferred Stock, and
(iii) the number of shares of Common Stock issuable upon the conversion of
Series B Preferred Stock with respect to which the determination of this
provision is being made, which would result in beneficial ownership by such
holder and its affiliates of more than 9.99% of the outstanding shares of the
Common Stock; provided, however, that this
limitation shall not apply to any holder who is an executive officer or director
of the Corporation.  For the purposes of this Section A.5(j),
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and Rule 13d-3 thereunder.  A holder
of Series B Preferred Stock shall have the authority and obligation to determine
whether the restriction contained in this Section A.5(j) will limit any
conversion hereunder and to the extent that such holder determines that the
limitation contained in this Section A.5(j) applies, the determination of which
portion of the Series B Preferred Stock is convertible shall be the
responsibility and obligation of such holder.





(k)           New Stock
Certificate.  In the event less than all the shares represented
by a certificate are converted, the Corporation shall promptly issue to the
holder thereof a new certificate representing the unconverted
shares.





(l)           Delivery of Common Stock
Certificates.  As soon as practicable after the conversion of
the Series B Preferred Stock in full or in part by a holder of Series B
Preferred Stock, the Corporation at its expense (including the payment by it of
any applicable issue taxes) will cause to be issued in the name of and delivered
to applicable holder of Series B Preferred Stock, or as such holder (upon
payment by such holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and non-assessable shares of
Common Stock to which such holder shall be entitled on such
conversion.




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(m)           Price
Protection.  If, at any time prior to the 12 months following
the date of the filing of this Certificate with the Secretary of State of
Delaware, the Company shall issue any Common Stock, except for the Excepted
Issuances (as hereinafter defined), for a consideration per share that is less
than the Conversion Price that would be in effect at the time of such issue,
then, and thereafter successively upon each such issuance, the Conversion Price
shall be reduced to such other lower issue price.  Common Stock issued
or issuable by the Company for no consideration will be deemed issuable or to
have been issued for $0.001 per share of Common Stock.  For purposes
of this Section 5(m),
“Excepted Issuance” shall mean any proposed sale by the Company of its Common
Stock or securities convertible into, exercisable for or exchangeable for Common
Stock in connection with (i) full or partial consideration in connection with a
strategic merger, acquisition, consolidation or purchase of the securities or
assets of a corporation or other entity (or any division or business unit
thereof), (ii) the Company’s issuance of securities in connection with strategic
supply, sale or license agreements and other partnering arrangements so long as
such issuances are not for the purpose of raising capital, (iii) the Company’s
issuance of Common Stock or the issuances or grants of options to purchase
Common Stock to employees, directors, and consultants, (iv) securities upon the
exercise or exchange of or conversion of any securities exercisable or
exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date of this Certificate is filed with the Secretary of State
of Delaware, and (v)
securities upon the issuance or conversion of the Series B Preferred
Stock.





6.
            Adjustments.





(a)           Adjustment Upon Common Stock
Event.  At any time or from time to time after the date on
which the first share of Series B Preferred Stock was issued by the Corporation
(the “Series B Preferred Stock Original Issue Date”), upon the happening of a
Common Stock Event (as hereinafter defined), the Series B Preferred Stock
Conversion Formula shall, simultaneously with the happening of such Common Stock
Event, be adjusted so that the number of shares of Common Stock receivable upon
conversion thereof equals the number of shares of Common Stock which they would
have received had their Series B Preferred Stock been converted into Common
Stock on the date of such Common Stock Event.  The Series B Preferred
Stock Conversion Formula shall be readjusted in the same manner upon the
happening of each subsequent Common Stock Event.  As used herein, the
term “Common Stock Event” shall mean (i) the issue by the Corporation of
additional shares of Common Stock as a dividend or other distribution on
outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common
Stock into a greater number of shares of Common Stock, or (iii) a combination of
the outstanding shares of Common Stock into a smaller number of shares of Common
Stock.





(b)           Adjustments for Other
Dividends and Distributions.  If at any time or from time to
time after the Series B Preferred Stock Original Issue Date the Corporation pays
a dividend or makes another distribution to the holders of the Common Stock
payable in securities of the Corporation, other than an event constituting a
Common Stock Event, then in each such event provision shall be made so that the
holders of the Series B Preferred Stock shall receive upon conversion thereof,
in addition to the number of shares of Common Stock receivable upon conversion
thereof, the amount of securities of the Corporation which they would have
received had their Series B Preferred Stock been converted into Common Stock on
the date of such event (or such record date, as applicable) and had they
thereafter, during the period from the date of such event (or such record date,
as applicable) 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.6 with respect to
the rights of the holders of the Series B Preferred Stock or with respect to
such other securities by their terms.





(c)           Adjustment for
Reclassification, Exchange and Substitution.  If at any time or
from time to time after the Series B Preferred Stock Original Issue Date the
Common Stock issuable upon the conversion of the Series B 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 by a Common
Stock Event or a stock dividend, reorganization, merger, or consolidation
provided for elsewhere in this Section A.6), then in any such event, but subject
to Section A.5, each holder of Series B Preferred Stock shall have the right
thereafter to convert such stock into the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification
or other change by holders of the number of shares of Common Stock into which
such shares of Series B Preferred Stock could have been converted immediately
prior to such recapitalization, reclassification or change, all subject to
further adjustment as provided herein or with respect to such other securities
or property by the terms thereof.


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(d)           Reorganizations, Mergers and
Consolidations.  If at any time or from time to time after the
Series B Preferred Stock Original Issue Date there is a reorganization of the
Corporation (other than a recapitalization, subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this Section
A.6) or a merger or consolidation of the Corporation with or into another
corporation (except a Liquidation Event), then, as a part of such
reorganization, merger or consolidation, provision shall be made so that the
holders of the Series B Preferred Stock thereafter shall be entitled to receive,
upon conversion of the Series B Preferred Stock, the number of shares of stock
or other securities or property of the Corporation, or of such successor
corporation resulting from such reorganization, merger or consolidation, to
which a holder of Common Stock deliverable upon conversion would have been
entitled on such reorganization, merger or consolidation.  In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Section A.6 with respect to the rights of the holders of the Series B
Preferred Stock after the reorganization, merger or consolidation to the end
that the provisions of this Section A.6 (including adjustment of the Series B
Preferred Stock Conversion Formula then in effect and number of shares issuable
upon conversion of the Series B Preferred Stock) shall be applicable after that
event and be as nearly equivalent to the provisions hereof as may be
practicable.  This Section A.6 shall similarly apply to successive
reorganizations, mergers and consolidations.





(e)           Certificate of
Adjustment.  In each case of an adjustment or readjustment of
the Series B Preferred Stock Conversion Formula, the Corporation, at its
expense, shall cause its chief financial officer (or other executive officer) to
compute such adjustment or readjustment in accordance with the provisions hereof
and prepare a certificate showing such adjustment or readjustment, and shall
mail such certificate, by first class mail, postage prepaid (or by electronic
mail if agreed to by the holder), to each registered holder of the Series B
Preferred Stock at the holder’s address as shown in the Corporation’s
books.





7.           Notices.  Any notice
required by the provisions of this Amended and Restated Certificate of
Designation to be given to the holders of shares of the Series B Preferred Stock
shall be deemed given upon the earlier of (i) actual receipt, (ii) three days
after deposit in the United States mail, by certified or registered mail, return
receipt requested, postage prepaid, or (iii) one business day after deposit with
a recognized and reputable express courier for delivery the next business day,
fees prepaid, addressed to each holder of record at the address of such holder
appearing on the books of the Corporation.





8.           Authorized
Shares.In the event that
the Filing Date does not occur on or before the one year anniversary of the
filing date of this Certificate of Designation (the “Anniversary Date”), the
Company shall pay each holder of Series B Preferred Stock the following amounts:
(i) within 5 days of the Anniversary Date, 15% of such holder’s liquidation
preference pursuant to Section A.3(a), and (ii) within 5 days of the first day
of each and every month following the Anniversary Date until the Filing Date,
1.25% of such holder’s liquidation preference pursuant to Section
A.3(a).




[Signature
Page to Follow]


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IN
WITNESS WHEREOF, the undersigned has signed and executed the foregoing Amended
and Restated Certificate of Designation on this 16th day of
August, 2010.





UPSTREAM
      WORLDWIDE, INC.By:
      /s/ Daniel BrauserName:
            Daniel
      BrauserTitle:
            Chief
      Financial Officer




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