**Exhibit 4.3**

**NETWORK COMPUTING DEVICES, INC.**

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**AMENDED CERTIFICATE OF DESIGNATIONS, PREFERENCES ANDRIGHTS OF THE TERMS OF THE SERIES B, SERIES B1, SERIES C, SERIES C1AND SERIES D PREFERRED STOCK**

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(Pursuant toSection 242 of the General Corporation Law of the State of Delaware)

 

The undersigned Chief Financial Officer of NetworkComputing Devices, Inc., organized and existing under the General CorporationLaw of the State of Delaware, in accordance with the provisions of Section 103thereof, DOES HEREBY CERTIFY:

1.             That,on April 11, 2002, the Board of Directors of the Corporation adopted thefollowing resolution creating a series of 290,000 shares designated as SeriesB1 Preferred Stock, a series of 530,000 shares designated as Series C1Preferred Stock and a series of 266,129 shares designated as Series D PreferredStock:

RESOLVED, that three new series of Preferred stock ofthe Corporation, designated Series B1 Preferred Stock, Series C1 PreferredStock and Series D Preferred Stock, are hereby created, and that thedesignation and amount of the Series B Preferred Stock, Series B1 PreferredStock, Series C Preferred Stock, Series C1 Preferred Stock and Series DPreferred Stock and the powers, preferences and relative, participating,optional and other special rights of the shares of such series, and thequalifications, limitations or restrictions thereof, are as follows:

# Section1:               DESIGNATION AND AMOUNT.

The shares of such series shall be designated as“Series B Preferred Stock” (“Series B Preferred Stock”), par value $.001 pershare, “Series B1 Preferred Stock” (“Series B1 Preferred Stock”), par value$.001 per share, “Series C Preferred Stock” (“Series C Preferred Stock”), parvalue $.001 per share, “Series C1 Preferred Stock” (“Series C1 PreferredStock”), par value $.001 per share, and “Series D Preferred Stock”(“Series D Preferred Stock”), par value $.001 per share.  The number of shares initially constitutingthe Series B Preferred Stock, Series B1 Preferred Stock, Series C PreferredStock, Series C1 Preferred Stock and Series D Preferred Stock shall be 290,000shares, 290,000 shares, 530,000 shares, 530,000 shares and 266,129 shares,respectively.  The Series B PreferredStock, Series B1 Preferred Stock, Series C Preferred Stock, Series C1 PreferredStock and Series D Preferred Stock are sometimes referred to together asthe “Senior Preferred Stock.”

# Section2:               DIVIDENDS ANDDISTRIBUTIONS.

##### (a)           Dividends.The holders of the Series B Preferred Stock (the “Series B Holders”), theholders of the Series B1 Preferred Stock (the “Series B1 Holders”), the holdersof the Series C Preferred Stock (the “Series C Holders”), the holders of theSeries C1 Preferred Stock (the “Series C1 Holders”) and the holders of theSeries D Preferred Stock (the “Series D Holders” or, collectively with theSeries B Holders, the Series B1 Holders, the Series C Holders and the Series C1Holders, the “Senior Holders”) shall be entitled to receive when, as and ifdeclared by the Board of Directors, out of any assets legally available therefor,dividends not less 

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than, and in preference and priority to anypayment of, any dividend or distribution on the Common Stock or any other classor series of stock of the Corporation ranking junior to the Senior PreferredStock and pro rata with payment of any dividend on any class or seriesof stock of the Corporation ranking on a parity with the Senior Preferred Stockas to dividends.  Such dividends on theSeries B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock,Series C1 Preferred Stock and Series D Preferred Stock shall accrue at the rateof $.41 per share, $.55 per share, $.23 per share, $.23 per share and $.50 pershare, respectively, per annum from the date of issuance to the date ofpayment, based on the actual number of days elapsed, and shall be payable onthe payment date fixed by the declaration or, if no payment date is fixed,shall accrue semi-annually on May 31st and November 30thof each year, and upon any Liquidation (as hereinafter defined). In the eventdividends in less than the full preferential amount shall be paid to theholders of the Senior Preferred Stock, such dividends shall be distributedratably among such holders in proportion to the full preferential amount thateach such holder is otherwise entitled to receive under this Section 2(a).

 

##### (b)           Distributions.As used in this Section 2, the term “distribution” shall mean a transfer ofcash, property or securities without consideration, whether by way of dividendor otherwise, or the purchase or redemption of shares of the Corporation.

##### (c)           NecessaryActions. The Corporation shall take any and all corporate action necessaryto declare and pay the dividends required.

# Section3:               LIQUIDATION.

##### (a)           LiquidationDefined. “Liquidation” means any voluntary or involuntary liquidation,dissolution or winding up of the affairs of the Corporation, other than anydissolution, liquidation or winding up in connection with any reincorporationof the Corporation in another jurisdiction. A Corporate Transaction (as hereinafter defined) shall be deemed to be aLiquidation.  As used herein, “CorporateTransaction” shall mean (i) any consolidation or merger of the Corporation withor into any other corporation or other entity or person, or any other corporatereorganization, in which the stockholders of the Corporation immediately priorto such consolidation, merger or reorganization own less than fifty percent(50%) of the Corporation’s voting power immediately after such consolidation,merger or reorganization, or (ii) a sale, lease, transfer or other dispositionof all or substantially all of the assets of the Corporation.

##### (b)           Rights.Upon a Liquidation, as hereinabove defined, after payment or provision forpayment of the debts and other liabilities of the Corporation, and prior to anydistribution to the holders of Series A Participating Preferred Stock or CommonStock of the Corporation, the Senior Holders shall be entitled to receive, outof the remaining assets of the Corporation available for distribution to itsstockholders, an amount equal to $7.00 per share plus accrued and unpaiddividends, if any, with respect to each share of Series B Preferred Stock orSeries B1 Preferred Stock (the “Series B Liquidation Preference”), anamount equal to $3.80 per share plus accrued and unpaid dividends, if any, withrespect to each share of Series C Preferred Stock or Series C1 Preferred Stock(the “Series C Liquidation Preference”) and an amount equal to $6.20 pershare plus accrued and unpaid dividends, if any, with respect to each share ofSeries D Preferred Stock (the “Series D Liquidation Preference”).  Following the payment of the full amount ofthe Series B Liquidation Preference, the Series C Liquidation Preferenceand the

 

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Series D Liquidation Preference and anypreference that is payable to the holders of any other series of PreferredStock, the holders of Senior Preferred Stock and Common Stock and, to theextent provided for in the Certificate of Incorporation of the Corporation,such other series of Preferred Stock, shall receive their ratable andproportionate share, on a per share and as-converted to Common Stock basis, ofthe remaining assets to be distributed with respect to such Senior PreferredStock, such other series of Preferred Stock and Common Stock,respectively.  If upon any Liquidationthe assets of the Corporation available for distribution to its stockholdersshall be insufficient to pay to the Senior Holders and the holders of any otherclass of capital stock ranking on a parity with the Senior Preferred Stock(“Parity Holders”) the full Series B Liquidation Preference, Series CLiquidation Preference, Series D Liquidation Preference and liquidationpreference payable to such Parity Holders (“Parity Preference”), respectively,the Senior Holders and Parity Holders shall share pro rata in any distributionof assets in accordance with such full Series B Liquidation Preference,Series C Liquidation Preference, Series D Liquidation Preference and Parity Preferenceamounts, respectively.

 

# Section 4:               VOTINGRIGHTS.

In addition toother rights provided herein or by law, the Senior Holders shall be entitled tovote on all matters submitted to the stockholders of the Corporation for voteor consent and, except when a single class vote is required, will vote with theholders of Common Stock as one class. Each of the Senior Holders shall be entitled to one vote per share ofCommon Stock issuable upon conversion of the shares of Senior Preferred Stockthen held by such holder.

# Section5:               CONVERSION.

##### (a)           Rate.  The Senior Preferred Stock shall beconvertible, at the option of the holder thereof, at a rate of ten (10) sharesof Common Stock for each share of Series B Preferred Stock, Series B1 PreferredStock, Series C Preferred Stock, Series C1 Preferred Stock or Series DPreferred Stock, each subject to appropriate adjustment in the event of anystock split, stock dividend or reverse stock split affecting the Common Stockwhere the Series B Preferred Stock, Series B1 Preferred Stock, Series CPreferred Stock, Series C1 Preferred Stock or Series D Preferred Stock isnot treated in an equivalent manner.

##### (b)           Limitationson Conversion Rights. Notwithstanding the provisions of Section 5(a), the right of any holderof shares Series B1 Preferred Stock, Series C Preferred Stock or Series C1Preferred Stock to convert such shares to Common Stock shall be subject to thefollowing limitations:

###### (i)            the Series C Preferred Stock and theSeries C1 Preferred Stock shall not be convertible unless and until theCertificate of Incorporation of the Corporation is amended to increase thenumber of authorized shares of Common Stock by not less than 5,300,000;

###### (ii)           the Series B1 Preferred Stock shallnot be convertible (x) during any time when, if the Series B1 Preferred Stockwere convertible, any holder of Series B1 Preferred Stock would be deemed to bean Acquiring Person, as such term is defined in the 

 

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Rights Agreement dated August 12, 1997 betweenthe Corporation and ChaseMellon Shareholder Services, L.L.C., as the same maybe amended from time to time, taking into account all equity securitiesbeneficially owned by such holder, or (y) during any 60-day period followingany disposition of securities of the Corporation by any person who, prior tosuch disposition, would have been deemed to be an Acquiring Person had theSeries B1 Preferred Stock been convertible at such time; and

 

###### (iii)          the Series C1 Preferred Stock shallnot be convertible (x) during any time when, if the Series C1 Preferred Stockwere convertible, any holder of Series C1 Preferred Stock would be deemed to bean Acquiring Person, taking into account all equity securities beneficiallyowned by such holder, or (y) during any 60-day period following any dispositionof securities of the Corporation by any person who, prior to such disposition,would have been deemed to be an Acquiring Person had the Series C1 PreferredStock been convertible at such time.

During the time when the foregoing restrictions are ineffect, the Series B1 Holders, the Series C Holders and the Series C1 Holdersshall have the same rights upon a Liquidation under Section 3 and the samevoting rights under Section 4 as they would have absent such restrictions.

##### (c)           Mechanicsof Conversion.  Upon delivery to theCorporation of the certificate or certificates for the shares of SeniorPreferred Stock to be converted, duly endorsed or assigned in blank to theCorporation (if required by it), the Corporation shall issue and deliver to orupon the written order of a Senior Holder, to the place designated by suchholder, a certificate or certificates for the number of full shares of CommonStock to which such holder is entitled.

# Section6:               REDEMPTION.

The outstanding shares ofa series of Senior Preferred Stock may not be redeemed by the Corporationwithout the consent of the holders of all of the then outstanding shares ofsuch series.

# Section 7:               NO REISSUANCE.

No shares of Senior Preferred Stock acquired by theCorporation by reason of exchange, conversion or otherwise shall be reissuedand all such shares shall be canceled, retired and eliminated from the sharesof Senior Preferred Stock which the Corporation shall be authorized to issue.

# Section8:               PROTECTIVE PROVISIONS.

##### (a)           RequiredConsents. In addition to any other vote or consent required herein or bylaw, the affirmative vote or written consent of the Series B Holders owning amajority of the outstanding Series B Preferred Stock, the Series B1 Holdersowning a majority of the outstanding Series B1 Preferred Stock, the Series CHolders owning a majority of the outstanding Series C Preferred Stock, theSeries C1 Holders owning a majority of the outstanding Series C1 PreferredStock and the Series D Holders owning a majority of the outstanding Series DPreferred Stock, each voting as a separate class, shall be necessary foreffecting or validating the following actions:

 

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###### (i)            Anyamendment, alteration, repeal, or waiver of any provision of the Certificate ofIncorporation of the Corporation (including the filing of any Certificate ofDesignations), as in effect from time to time (the “Certificate ofIncorporation”), or the Bylaws of the Corporation, that affects adversely thevoting powers, preferences, priorities or other special rights or privileges,qualifications, limitations, or restrictions of such series of Preferred Stock;

###### (ii)           Anyredemption or repurchase of capital stock of the Corporation (except foracquisitions of Common Stock by the Corporation under stock option orrestricted stock agreements with employees approved by the Board of Directors);

###### (iii)          Anymaterial disbursement of funds outside of the ordinary course of theCorporation’s business;

###### (iv)          Anyconsolidation or merger of the Corporation with or into any other Company orother entity or person, or the entering into any other corporatereorganization;

###### (v)           Anytermination of the Corporation’s line of business as of the date of the firstissuance of Series B Preferred Stock or substitution of an unrelated line ofbusiness as its principal focus of the Corporation’s activities;

###### (vi)          Anyvoluntary dissolution, liquidation winding-up or partial liquidation of theCorporation, or any distribution or transaction in the nature of a partialliquidation or distribution, or any sale or other transfer of all orsubstantially all of the assets of the Corporation (including shares, or all orsubstantially all of the assets, of any subsidiary of the Corporation); or

###### (vii)         Anyincrease or decrease in the authorized number of shares of any series or classof the Corporation’s capital stock.

##### (b)           FinancialReports. The Corporation will furnish to the Senior Holders, as soon aspracticable, and in any case within 75 days after the end of each fiscalquarter, unaudited quarterly financial statements, and within 90 days after theend of each fiscal year, annual audited financial statements (all prepared inaccordance with generally accepted accounting principles consistently applied).

 

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# Section 9:               NO IMPAIRMENT.

The Corporation will not, by amendment of itsCertificate of Incorporation or through any reorganization, transfer of assets,consolidation, merger, dissolution, issue or sale of securities or any othervoluntary action, avoid or seek to avoid the observance or performance of anyof the terms of the Senior Preferred Stock set forth herein, and will at alltimes in good faith assist in the carrying out of all such terms and in thetaking of all such action as may be necessary or appropriate in order toprotect the rights of the Senior Holders against impairment. Without limitingthe generality of the foregoing, the Corporation will take all such action asmay be necessary or appropriate in order that the Corporation may reserve forissuance, and validly and legally issue fully paid and non-assessable Companyshares on the conversion of all Senior Preferred Stock from time to timeoutstanding.

# Section 10:             NOTICES.

All notices, requests and other communications shallbe in writing addressed to the Corporation at its principal office or to theSenior Holders at their addresses appearing on the stock ownership records ofthe Corporation and delivered by a nationally recognized overnight mailcarrier, certified  mail return receiptrequested or facsimile.  Any notice sentby nationally-recognized overnight mail carrier shall be deemed to be deliveredon the expected date of delivery.  Anynotice sent by certified mail, return receipt requested, shall be deemed to bedelivered 3 days after mailing.  Anynotice sent by facsimile shall be deemed delivered upon the receipt by senderof written confirmation of transmission.

2.             Thatthe foregoing amendment has been duly adopted in accordance with Section 242 ofthe General Corporation Law of the State of Delaware.

 

 

 

 

 

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IN WITNESS WHEREOF, I have executed and subscribedthis Certificate and do affirm the foregoing as true under the penalties ofperjury this 1st day of May, 2002.

 

 
| /s/ Rudolph G. Morin                       |
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| Rudolph G. Morin, Chief  Financial Officer |

 

 

 

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