{"id":41418,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/articles-of-incorporation-sonic-systems.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-sonic-systems","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-sonic-systems.html","title":{"rendered":"Articles of Incorporation &#8211; Sonic Systems"},"content":{"rendered":"<pre>\n                             AMENDED AND RESTATED\n                           ARTICLES OF INCORPORATION\n                               OF SONIC SYSTEMS\n                           a California corporation\n\n     Sreekanth Ravi and Jerrold F. Petruzzelli certify as follows:\n\n     1.  They are the duly elected and acting President and Secretary,\nrespectively, of Sonic Systems, a California corporation (the 'Corporation').\n\n     2.  The Articles of Incorporation of the Corporation are hereby amended and\nrestated in their entirety to read in full as follows:\n\n                                   ARTICLE I\n\n     The name of the Corporation is SonicWALL, Inc.\n\n                                  ARTICLE II\n\n     The purpose of the Corporation is to engage in any lawful act or activity\nfor which a corporation may be organized under the General Corporation Law of\nCalifornia other than the banking business, the trust company business or the\npractice of a profession permitted to be incorporated by the California\nCorporations Code.\n\n                                  ARTICLE III\n\n     This Corporation is authorized to issue two classes of shares of stock,\nwhich shall be designated as Common Stock and Preferred Stock, respectively.\nThe total number of shares of Common Stock the Corporation is authorized to\nissue is Two Hundred Million (200,000,000) and the total number of shares of\nPreferred Stock the Corporation is authorized to issue is Ten Million\n(10,000,000).  The Board of Directors may determine, fix, alter, or revoke by\nresolution the rights, preferences, privileges, and restriction of any wholly\nunissued class or series of shares, other than Common Shares, and the series\ndesignation and number of shares to constitute any series (which number may\nthereafter in the same manner be increased or decreased, but not below the\nnumber of shares of such series then outstanding), and a certificate of\ndetermination shall then be filed with the California Secretary of State.  Upon\nthe filing of these Amended and Restated Articles of Incorporation, each one (1)\nshare of Common Stock then outstanding shall be split into two (2) shares of\nCommon Stock.\n\n                                  ARTICLE IV\n\n     The rights, preferences, privileges, restrictions and other matters\nrelating to the ten million (10,000,000) shares of Preferred Stock are as\nfollows:\n\n     A.  Designation.  One million four hundred thousand thirty eight thousand\n         -----------                                                          \nthree hundred seventy seven (1,438,377) of the shares of Preferred Stock shall\nbe designated and known as Series A \n\n                                       1\n\n \nPreferred Stock ('Series A Preferred Stock' or 'Series A Preferred'). The\nbalance of the shares of Preferred Stock may be divided into such number of\nseries as the Board of Directors may determine with such rights, preferences,\nprivileges and restrictions as the Board of Directors may determine.\n\n     B.   Liquidation Rights.\n          ------------------ \n\n          (1)  In the event of any liquidation, dissolution or winding up of the\nCorporation, whether voluntary or not, the holders of Series A Preferred Stock\nshall be entitled to receive, before any amount shall be paid to holders of\nCommon Stock, an amount equal to $3.476139 per share (as adjusted for stock\nsplits, stock dividends, recapitalizations and the like ('Original Issue Price')\nplus an amount equal to all dividends declared but unpaid thereon (collectively,\n----                                                                            \nthe 'Preference Amount'). Thereafter, if assets or surplus funds remain in the\nCorporation after the payment of the Preference Amount to the holders of Series\nA Preferred, remaining assets or surplus funds shall be distributed pro-rata to\nthe holders of Series A Preferred Stock on an as-converted to Common Stock basis\nand to the holders of Common Stock together until the holders of the Series A\nPreferred Stock shall have received a total of Twelve Dollars and Seventeen\nCents ($12.17) per share of Series A Preferred Stock (as adjusted for stock\nsplits, stock dividends, recapitalizations and the like) (which includes the\nPreference Amount of $3.476139 per share).  After the holders of Series A\nPreferred have received such an amount, then all the remaining assets or surplus\nfunds shall be distributed solely to the holders of Common Stock.  If, upon the\noccurrence of a liquidation, dissolution or winding up, the assets and surplus\nfunds distributed among the holders of Series A Preferred Stock shall be\ninsufficient to permit the payment to such holders of Series A Preferred Stock\nof the full Preference Amount, then the entire assets and surplus funds of the\nCorporation legally available for distribution shall be distributed pro rata\namong the holders of Series A Preferred Stock based on the number of shares held\nby each.\n\n          (2)  For purposes of this Section B, a liquidation, dissolution or\nwinding up of the Corporation shall be deemed to be occasioned by, and to\ninclude, the Corporation's sale of all or substantially all of its assets or the\nacquisition of the Corporation by or reorganization of this Corporation into or\nwith another entity in which the shareholders of the Corporation will not own,\nby virtue of their share ownership in the Corporation, a majority of the\noutstanding shares or other voting interests of the surviving, purchasing, or\nnewly resulting entity, whether by means of merger or consolidation or\nreorganization resulting in the exchange of the outstanding shares of this\nCorporation for securities or consideration issued, or caused to be issued, by\nthe acquiring corporation or its subsidiary.  No later than thirty (30) days\nbefore any actual or deemed liquidation, dissolution or winding up of the\nCorporation as described in paragraph B(1) or this paragraph B(2), or before any\nevent or transaction of the type specified in paragraph D(5), or any other event\nthat permits a holder of Series A Preferred to have each share of Series A\nPreferred held by such holder treated for all purposes as if it had been\nconverted into Common Stock, the Corporation shall deliver a notice to each\nholder of Series A Preferred setting forth the principal terms of such merger or\nsale of the Corporation.  Such notice shall be deemed delivered upon personal\ndelivery or five (5) days after deposit in the United States mail, by first\nclass, registered or certified mail (in each case, prepaid), addressed to a\nparty at its address as shown on the stock records of the Corporation.  Such\nnotice shall include a description of the amounts that would be paid to holders\nof Series A Preferred under this Section B and of the consideration that such\nholders would receive if they were to exercise their rights to have shares of\nSeries A Preferred treated as if they had been converted into Common Stock.  No\nlater than fifteen (15) days after delivery of the notice, each holder of Series\nA Preferred may deliver an election to the \n\n                                       2\n\n \nCorporation notifying the Corporation that the holder desires that such holder's\nshares of Series A Preferred be treated as if they had been converted into\nshares of Common Stock and, if no such election is delivered to the Corporation,\nsuch holder shall receive such amounts as are provided for under this Section B.\n\n          (3)  In the event the Corporation shall propose to take any action\nregarding the liquidation, dissolution or winding up of the Corporation which\nwill involve the distribution of assets other than cash, the value of the assets\nto be distributed to the holders of shares of the Series A Preferred Stock shall\nbe determined in good faith by the consent or vote of the Board of Directors,\nand such determination shall be binding upon the holders of the Series A\nPreferred Stock and Common Stock, except that any securities distributed shall\nbe valued as follows:\n\n               (a)  Securities not subject to investment letter or other similar\nrestrictions on free marketability:\n\n                    (i)   if traded on a securities exchange, the value shall be\ndeemed to be the average of the security's closing prices on such exchange over\nthe thirty (30) day period ending two (2) days prior to the closing; and\n\n                    (ii)  if actively traded over-the-counter, the value shall\nbe deemed to be the average of the closing bid prices over the thirty (30) day\nperiod ending two (2) days prior to the closing; and\n\n                    (iii) if there is no active public market, the value shall\nbe the fair market value thereof, as mutually determined by the Corporation and\nthe holders of not less than fifty percent (50%) of the outstanding Series A\nPreferred Stock and such determination shall be binding on the holders of the\nremaining Series A Preferred Stock and upon the holders of the Common Stock.\n\n          (b)  The method of valuation of securities subject to investment\nletter or other restrictions on free marketability shall be to make an\nappropriate discount from the market value determined as above in subparagraphs\nB(3)(a)(i), (ii) or (iii) to reflect the approximate fair market value thereof,\nas mutually determined by the Corporation and the holders of not less than fifty\npercent (50%) of the outstanding Series A Preferred Stock and such determination\nshall be binding upon the remaining holders of the Series A Preferred Stock and\nupon the holders of the Common Stock.\n\n     C.   Dividends.\n          --------- \n\n          (1)  Preferred Stock.  The holders of the outstanding Series A\n               ---------------                                          \nPreferred Stock shall be entitled to receive in any fiscal year, if, when and as\ndeclared by the Board of Directors, out of any assets at the time legally\navailable therefor, dividends in cash at the rate of eight percent (8%) of the\nOriginal Issue Price per share of Series A Preferred Stock (as adjusted for\nstock splits, stock dividends, recapitalizations and the like) per annum, before\nany dividend is declared or paid on shares of Common Stock.  Dividends may be\npayable quarterly or otherwise as the Board of Directors may from time to time\ndetermine.  Dividends shall not be cumulative.\n\n          (2)  Common Stock. No distributions (as defined below) shall be paid\n               ------------\non the Common Stock until a dividend for the fiscal year shall have first been\npaid to or declared and set apart for the\n\n                                       3\n\n \nholders of the Series A Preferred Stock then outstanding at the rates specified\nin paragraph C(1) above. No distributions (as defined below) shall be paid on\nthe Common Stock in excess of a rate of eight percent (8%) per annum of the fair\nmarket value of the Common Stock, as determined in good faith by the consent or\nvote of the Board of Directors.\n\n          (3)  Distributions Defined. For purposes of this Section C, unless the\n               ---------------------                                            \ncontext requires otherwise, 'distribution' shall mean the transfer of cash or\nproperty without consideration, whether by way of dividend or otherwise, payable\nother than in Common Stock or other securities of the Corporation, or the\npurchase or redemption of shares of the Corporation (other than repurchases of\nCommon Stock held by employees or directors of, or consultants to, the\nCorporation upon termination of their employment or services pursuant to\nagreements providing for such repurchase or pursuant to the Company's exercise\nof any right of first refusal as to such shares) for cash or property, including\nany such transfer, purchase, or redemption by a subsidiary of the Corporation.\n\n     D.   Conversion to Common Stock\n          --------------------------\n\n     The Series A Preferred Stock shall be convertible into Common Stock of the\nCorporation as follows:\n\n          (1)  Definitions.  For purposes of this Section D the following\n               -----------                                               \ndefinitions shall apply:\n\n               (a)  'Issuance Date' shall mean the first date on which the\nCorporation issues any shares of Series A Preferred Stock.\n\n               (b)  'Series A Conversion Price' shall mean the price, determined\npursuant to this Section D, at which shares of Common Stock shall be deliverable\nupon conversion of Series A Preferred Stock.\n\n               (c)  'Current Conversion Price' shall mean the Series A\nConversion Price immediately before the occurrence of any event which, pursuant\nto this Section D, causes an adjustment to the Series A Conversion Price.\n\n               (d)  'Convertible Securities' shall mean any indebtedness or\nshares of stock convertible into or exchangeable for Common Stock, including\nSeries A Preferred Stock.\n\n               (e)  'Options' shall mean any rights, warrants or options to\nsubscribe for or purchase Common Stock or Convertible Securities.\n\n               (f)  'Common Stock Outstanding' shall mean the aggregate of all\nCommon Stock outstanding and all Common Stock issuable upon exercise of all\noutstanding Options and conversion of all outstanding Convertible Securities.\n\n               (g)  'Common Stock Equivalents' shall mean Convertible Securities\nand rights entitling the holder thereof to receive, directly or indirectly,\nadditional shares of Common Stock without the payment of any consideration by\nsuch holder for such additional shares of Common Stock or Common Stock\nEquivalents.\n\n                                       4\n\n \n          (2)  Right to Convert; Initial Conversion Price.\n               ------------------------------------------ \n\n               (a)  Each holder of Series A Preferred Stock may, at any time,\nconvert any or all of such Series A Preferred shares into fully-paid and\nnonassessable shares of Common Stock at the Series A Conversion Price. Each\nshare of Series A Preferred Stock shall be convertible into the number of shares\nof Common Stock that results from dividing the Series A Conversion Price in\neffect at the time of conversion into $3.476139 for each share of Series A\nPreferred Stock being converted; the initial Series A Conversion Price shall be\n$3.476139. The Series A Conversion Price shall be subject to adjustment from\ntime to time in certain instances as hereinafter provided. No adjustments with\nrespect to conversion shall be made on account of any dividends that may be\ndeclared but unpaid on the Series A Preferred surrendered for conversion, but no\ndividends shall thereafter be paid on the Common Stock unless such unpaid\ndividends have first been paid to the Series A Preferred holders entitled to\npayment at the time of conversion of the Series A Preferred.\n\n               (b)  Before any holder of Series A Preferred Stock shall be\nentitled to convert the same into Common Stock, he shall surrender the\ncertificate or certificates therefor, duly endorsed, to the office of the\nCorporation or any transfer agent for such Series A Preferred and shall give\nwritten notice to the Corporation at such office that he elects to convert the\nsame. The Corporation shall, as soon as practicable thereafter, issue and\ndeliver at such office to such holder of Series A Preferred, or to his nominee\nor nominees, certificates for the number of full shares of Common Stock to which\nhe shall be entitled, together with cash in lieu of any fraction of a share as\nhereinafter provided, and, if less than all of the shares of Series A Preferred\nrepresented by any such certificate are converted, a certificate representing\nthe shares of Series A Preferred not converted. Such conversion shall be deemed\nto have been made as of the date of such surrender of the certificate for the\nSeries A Preferred to be converted, and the person or persons entitled to\nreceive the Common Stock issuable upon such conversion shall be treated for all\npurposes as the record holder or holders of such Common Stock on such date. If\nthe conversion is in connection with an offer of securities registered pursuant\nto the Securities Act of 1933, as amended, the conversion may, at the option of\nany holder tendering Series A Preferred for conversion, be conditioned upon the\nclosing of the sale of securities pursuant to such offering, in which event the\nholder shall not be deemed to have converted such Series A Preferred until\nimmediately prior to the closing of such sale of securities.\n\n          (3)  Adjustments to Conversion Price.  Subject to subsection D(3)(j)\n               -------------------------------                                \nbelow, the Series A Conversion Price in effect from time to time shall be\nsubject to adjustment in certain cases as follows:\n\n               (a)  Issuance of Additional Shares of Common Stock.  In case the\n                    ---------------------------------------------              \nCorporation shall at any time after the Issuance Date issue or sell any Common\nStock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter\nthe 'Additional Shares of Common Stock') without consideration or for a\nconsideration per share of Common Stock less than the Current Conversion Price\nfor the Series A Preferred Stock, then such Current Conversion Price for the\nSeries A Preferred Stock shall simultaneously with such issuance or sale be\nadjusted to a Series A Conversion Price (calculated to the nearest cent)\ndetermined by multiplying such Current Conversion Price by a fraction,\n\n                                       5\n\n \n               (A)  the numerator of which shall be (x) the Common Stock\nOutstanding at the close of business on the day immediately preceding the date\nof such issuance or sale, plus (y) the number of shares of Common Stock which\nthe aggregate consideration received (or by the express provisions hereof deemed\nto have been received) by the Corporation for the total number of Additional\nShares of Common Stock so issued or sold would purchase at the Current\nConversion Price, and (B) the denominator of which shall be the number of shares\nof Common Stock outstanding at the close of business on the date of such\nissuance or sale after giving effect to such issuance or sale of Additional\nShares of Common Stock. For the purpose of the calculation described in this\nSection D(3)(a), the Common Stock Outstanding shall include, in addition to the\nnumber of shares of Common Stock actually outstanding, (A) the number of shares\nof Common Stock into which the Series A Preferred Stock could be converted if\nfully converted on the day immediately preceding the issuance or sale or deemed\nissuance or sale of Additional Shares of Common Stock, and (B) the number of\nshares of Common Stock which would be obtained through the exercise or\nconversion of all rights, Options and Convertible Securities outstanding on the\nday immediately preceding the issuance or sale or deemed issuance or sale of\nAdditional Shares of Common Stock but not including in such calculation any\nadditional shares of Common Stock issuable with respect to shares of Series A\nPreferred Stock, Convertible Securities, or outstanding options, warrants or\nother rights for the purchase of shares of stock or convertible securities,\nsolely as a result of the adjustment of the respective Conversion Prices (or\nother conversion ratios) resulting from the issuance of Additional Shares of\nCommon Stock causing such adjustment.\n\n     For purposes of this subsection (D)(3)(a), the following provisions shall\nalso be applicable:\n\n                    (i)   Cash Consideration. In case of the issuance or sale of\n                          ------------------\nAdditional Shares of Common Stock for cash, the consideration received by the\nCorporation therefor shall be deemed to be the amount of cash received by the\nCorporation for such shares (or, if such shares are offered by the Corporation\nfor subscription, the subscription price, or, if such shares are sold to\nunderwriters or dealers for public offering without a subscription offering, the\ninitial public offering price), without deducting therefrom any compensation or\ndiscount paid or allowed to underwriters or dealers or others performing similar\nservices or for any expenses incurred in connection therewith.\n\n                    (ii)  Non-Cash Consideration. In case of the issuance\n                          ----------------------\n(otherwise than upon conversion or exchange of Convertible Securities) or sale\nof Additional Shares of Common Stock for consideration other than cash or for\nconsideration a part of which shall be other than cash, the fair value of such\nconsideration as determined by the Board of Directors of the Corporation in the\ngood faith exercise of its business judgment, irrespective of the accounting\ntreatment thereof, shall be deemed to be the value, for purposes of this Section\nD, of the consideration other than cash received by the Corporation for such\nsecurities.\n\n                    (iii) Options and Convertible Securities. In case the\n                          ----------------------------------\nCorporation shall in any manner issue or grant any Options or any Convertible\nSecurities, the total maximum number of shares of Common Stock issuable upon the\nexercise of such Options or upon conversion or exchange of the total maximum\namount of such Convertible Securities at the time such Convertible Securities\nfirst become convertible or exchangeable shall (as of the date of issue or grant\nof such Options or, in the case of the issue or sale of Convertible Securities\nother than where the same are issuable upon the exercise of\n\n                                       6\n\n \nOptions, as of the date of such issue or sale) be deemed to be issued and to be\noutstanding for the purpose of Section D(3)(a) and to have been issued for the\nsum of the amount (if any) paid for such Options or Convertible Securities and\nthe amount (if any) payable upon the exercise of such Options or upon conversion\nor exchange of such Convertible Securities at the time such Convertible\nSecurities first become convertible or exchangeable; provided, however, that,\nsubject to the provisions of subsection D(3)(b), no further adjustment of the\nCurrent Conversion Price shall be made upon the actual issuance of any such\nCommon Stock upon the exercise of Options or upon the conversion or exchange of\nany such Convertible Securities.\n\n               (b)  Change in Option Price or Conversion Rate. If the purchase\n                    -----------------------------------------  \nprice provided for in any Option referred to in subsection D(3)(a)(iii), or the\nrate at which any Convertible Securities referred to in subsection D(3)(a)(iii)\nare convertible into or exchangeable for shares of Common Stock shall change at\nany time, the Current Conversion Price in effect at the time of such event shall\nforthwith be readjusted to the Series A Conversion Price that would have been in\neffect at such time had such Options or Convertible Securities still outstanding\nprovided for such changed purchase price, additional consideration or conversion\nrate, as the case may be, at the time same were initially granted, issued or\nsold. If the purchase price provided for in any such Option referred to in\nsubsection D(3)(a)(iii), or the additional consideration (if any) payable upon\nthe conversion or exchange of any Convertible Securities referred to in\nsubsection D(3)(a)(iii), or the rate at which any Convertible Securities\nreferred to in subsection D(3)(a)(iii) are convertible into or exchangeable for\nshares of Common Stock, shall be reduced at any time under or by reason of\nprovisions with respect thereto designed to protect against dilution, then in\ncase of the delivery of shares of Common Stock upon the exercise of any such\nOption or upon conversion or exchange of any such Convertible Securities, the\nSeries A Conversion Price then in effect hereunder shall, upon issuance of such\nshares of Common Stock, be adjusted to such amount as would have been obtained\nhad such Option or Convertible Securities never been issued and had adjustments\nbeen made only upon the issuance of the shares of Common Stock delivered as\naforesaid and for the consideration actually received for such Option or\nConvertible Securities and the Common Stock.\n\n               (c)  Termination of Option or Conversion Rights. Upon the\n                    ------------------------------------------\ntermination or expiration of any right to purchase Common Stock under any Option\nor of any right to convert or exchange Convertible Securities, the Current\nConversion Price shall, upon such termination, be changed to the Series A\nConversion Price that would have been in effect at the time of such expiration\nor termination had such Option or Convertible Securities, to the extent\noutstanding immediately prior to such expiration or termination, never been\nissued, and the shares of Common Stock issuable thereunder shall no longer be\ndeemed to be Common Stock Outstanding.\n\n               (d)  Stock Splits; Dividends; Distributions and Combinations. If\n                    -------------------------------------------------------\nthe Corporation shall at any time or from time to time after the Issuance Date\nfix a record date for the effectuation of a split or subdivision of the\noutstanding shares of Common Stock or the determination of holders of Common\nStock entitled to receive a dividend or other distribution payable in additional\nshares of Common Stock or Common Stock Equivalents, then, following such record\ndate (or the date of such dividend, distribution, split or subdivision if no\nrecord date is fixed), the Series A Conversion Price shall be appropriately\ndecreased so that the number of shares of Common Stock issuable on conversion of\neach share of Series A Preferred shall be increased in proportion to such\nincrease in the number of outstanding shares of Common Stock (including for this\npurpose, Common Stock Equivalents). If the\n\n                                       7\n\n \nnumber of shares of Common Stock outstanding at any time after the Issuance Date\nis decreased by a combination of the outstanding shares of Common Stock, then,\nfollowing the record date of such combination, the Series A Conversion Price\nshall be appropriately increased so that the number of shares of Common Stock\nissuable on conversion of each share of Series A Preferred shall be decreased in\nproportion to such decrease in the number of outstanding shares of Common Stock.\n\n               (e)  Other Dividends. If this Corporation shall declare a\n                    --------------- \ndistribution payable in securities of other persons, evidence of indebtedness\nissued by this Corporation or other persons, assets (excluding cash dividends)\nor options or rights not referred to in subsection D(3)(a)(iii), then, in each\nsuch case for the purpose of this subsection D(3)(e), the holders of Series A\nPreferred Stock shall be entitled to a proportionate share of any such\ndistribution as though they were the holders of the number of shares of Common\nStock of the Corporation into which their shares of Series A Preferred are\nconvertible as of the record date fixed for the determination of the holders of\nCommon Stock of the Corporation entitled to receive such distribution.\n\n               (f)  Recapitalizations. If at any time or from time to time there\n                    -----------------\nshall be a recapitalization of the Common Stock (other than as a result of a\nsubdivision, or combination, or a merger or a sale of assets transaction\nprovided for elsewhere in this Section D), provision shall be made so that the\nholders of Series A Preferred shall thereafter be entitled to receive upon\nconversion of shares of Series A Preferred the number of shares of stock or\nother securities or property of the Corporation or otherwise, to which a holder\nof Common Stock deliverable upon such conversion would have been entitled on\nsuch recapitalization. In any such case, appropriate adjustment shall be made in\nthe application of the provisions of this Section D with respect to the rights\nof the holders of Series A Preferred after the recapitalization to the end that\nthe provisions of this Section D (including adjustment of the Series A\nConversion Price then in effect and the number of shares or other property to be\nreceived upon conversion of shares of Series A Preferred) shall be applicable\nafter that event as nearly equivalent as may be practicable.\n\n               (g)  Successive Changes. The above provisions of this Section D\n                    ------------------\nshall similarly apply to successive issuances, sales, dividends or other\ndistributions, subdivisions and combinations on or of the Common Stock after the\nIssuance Date.\n\n               (h)  Other Events Altering Conversion Price. Upon the occurrence\n                    --------------------------------------\nof any event not specifically described in this Section D as reducing the Series\nA Conversion Price that, in the reasonable exercise of the business judgment of\nthe Board of Directors of the Corporation reached in good faith, requires, on\nequitable principles, the reduction of the Series A Conversion Price, the Series\nA Conversion Price will be so equitably reduced.\n\n               (i)  No Impairment. The Corporation will not, by amendment of\n                    -------------\nthese Amended and Restated Articles of Incorporation or through any\nreorganization, recapitalization, transfer of assets, consolidation, merger,\ndissolution, issue or sale of securities or any other voluntary action, avoid or\nseek to avoid the observance or performance of any of the terms to be observed\nor performed hereunder by the Corporation, but will at all times in good faith\nassist in the carrying out of all the provisions of this Section D and in the\ntaking of all such action as may be necessary or appropriate in order to protect\nthe conversion rights of the holders of Series A Preferred Stock against\nimpairment.\n\n                                       8\n\n \n               (j) Excluded Events. The Series A Conversion Price shall not be\n                   ---------------\nadjusted under subsection D(3)(a) above, by virtue of (a) the issuance of\ncapital stock or options to employees, consultants, officers or directors of the\nCorporation pursuant to stock purchase or stock option plans approved by the\nBoard (including options granted prior to the date of these Amended and Restated\nArticles) and the repurchase at cost of such shares and subsequent re-issuance,\n(b) the issuance of securities as consideration for the acquisition of another\ncorporation or other business entity by merger or other reorganization, or for\nthe purchase of all or substantially all of the assets of such business entity,\n(c) the issuance of securities to financial institutions or lessors in\nconnection with commercial credit arrangements, equipment financings or similar\ntransactions, (d) shares issued upon conversion of the Series A Preferred Stock,\n(e) the issuance of securities pursuant to options, warrants, notes, or other\nrights to acquire securities of the Corporation outstanding on or before the\nfiling date of these Amended and Restated Articles of Incorporation, or (g)\nstock splits, stock dividends or like transactions (for which Conversion Price\nadjustments are to be made under other subsections of Section D).\n\n               (k)  No Fractional Shares. No fractional shares shall be issued\n                    --------------------\nupon conversion of shares of Series A Preferred. The Corporation shall deliver\ncash to any holder of Series A Preferred in lieu of any fraction of a share. If\nmore than one share of Series A Preferred shall be surrendered for conversion at\nany one time by the same holder, the number of full shares of Common Stock\nissuable upon conversion thereof shall be computed on the basis of the aggregate\nnumber of shares of Series A Preferred so surrendered.\n\n               (l)  Taxes. The Corporation shall pay any and all issue and other\n                    -----  \ntaxes that may be payable in respect of any issue or delivery of shares of\nCommon Stock on conversion of Series A Preferred pursuant hereto. The\nCorporation shall not, however, be required to pay any tax which may be payable\nin respect of any transfer involved in the issue and delivery of shares of\nCommon Stock in a name other than that in which the Series A Preferred so\nconverted were registered, and no such issue or delivery shall be made unless\nand until the person requesting such issue has paid to the Corporation the\namount of any such tax, or has established, to the satisfaction of the\nCorporation, that such tax has been paid.\n\n               (m)  Certificate as to Adjustments. Upon the occurrence of each\n                    -----------------------------                              \nadjustment or readjustment of the Series A Conversion Price pursuant to this\nSection D, the Corporation, at its expense, shall compute such adjustment or\nreadjustment in accordance with the terms hereof and prepare and furnish to each\nholder of Series A Preferred a certificate setting forth such adjustment or\nreadjustment and showing in detail the facts upon which such adjustment or\nreadjustment is based.  The Corporation shall, upon the written request at any\ntime of any holder of Series A Preferred Stock, furnish or cause to be furnished\nto such holder a like certificate setting forth (a) such adjustment and\nreadjustment, (b) the Series A Conversion Price, and (c) the number of shares of\nCommon Stock and the amount, if any, of other property which at the time would\nbe received upon the conversion of a share of Series A Preferred Stock.\n\n               (n)  Common Stock Reserve. The Corporation shall at all times\n                    --------------------\nreserve and keep available, out of its authorized but unissued Common Stock,\nsolely for the purpose of effecting the conversion of the Series A Preferred,\nthe full number of shares of Common Stock issuable upon the conversion of all\nSeries A Preferred from time to time outstanding. The Corporation shall from\ntime to time, in accordance with the laws of the State of California, increase\nthe authorized amount of its\n\n                                       9\n\n \nCommon Stock if at any time the authorized number of shares of its Common Stock\nremaining unissued shall not be sufficient to permit the conversion of all of\nthe shares of Series A Preferred at the time outstanding.\n\n          (4)  Automatic Conversion.  Each share of Series A Preferred Stock\n               --------------------                                         \nshall automatically be converted into shares of Common Stock, at the Series A\nConversion Price, upon the earlier of (a) the date specified by vote or written\nconsent or agreement of holders of at least two-thirds (2\/3) of the then\noutstanding shares of Series A Preferred Stock or (b) immediately upon the\nclosing of a firm commitment underwritten public offering registered under the\nSecurities Act of 1933, as amended, pursuant to which Common Stock is sold to\nthe public by the Corporation (or selling shareholders, if any) at (i) a public\noffering price of at least Ten Dollars ($10.00) per share (as adjusted for stock\nsplits, stock dividends, recapitalizations and the like) and (ii) an aggregate\npublic offering price not less than Fifteen Million Dollars ($15,000,000), prior\nto underwriting discounts, commissions and expenses.  On and after said\nconversion date, notwithstanding that any certificates for the shares of Series\nA Preferred shall not have been surrendered for conversion, the shares of Series\nA Preferred formerly evidenced thereby shall be deemed to be no longer\noutstanding, and all rights with respect thereto shall forthwith cease and\nterminate, except only the rights of the holder (a) to receive a certificate\nrepresenting the shares of Common Stock to which he shall be entitled upon\nconversion thereof, (b) to receive the amount of cash payable in respect of any\nfractional share of Common Stock to which he shall be entitled, and (c) with\nrespect to dividends declared but unpaid on Series A Preferred prior to such\nconversion date.  In the event that any holder of Series A Preferred presents\nsuch holder's certificate therefor for surrender to the Corporation or its\ntransfer agent upon such conversion, a certificate for the number of shares of\nCommon Stock into which the shares of Series A Preferred surrendered were\nconvertible on such conversion date will be promptly issued and delivered to\nsuch holder.  Such conversion shall be deemed to have been made as of the date\nof such closing or the date specified by such vote or written consent or\nagreement, as applicable, and the person or persons entitled to receive the\nCommon Stock issuable upon such conversion shall be treated for all purposes as\nthe record holder or holders of such Common Stock on such date.\n\n          (5)  Business Combination, Merger, Sale of Corporation.  After the\n               -------------------------------------------------            \nIssuance Date, in the event of any proposed business combination, consolidation\nor merger of the Corporation with or into another corporation (other than a\nbusiness combination, consolidation or merger in which the Corporation is the\ncontinuing corporation and which does not result in any reclassification of, or\nchange in, the outstanding shares of Common Stock), or in the event of any\nproposed sale or transfer to another corporation of all or substantially all of\nthe assets of the Corporation, any holder of Series A Preferred Stock may, upon\ndelivery of such shares and election pursuant to Section B above, have each\nshare of Series A Preferred held by such holder treated for all purposes as if\nit had been converted into Common Stock on the earlier of (a) the record date,\nif any, for voting by holders of Common Stock on such event, and (b) the date of\nsuch event.\n\n     E.   Voting Rights.\n          ------------- \n\n          (1)  In General.\n               ---------- \n\n               (a) Each holder of shares of Series A Preferred Stock shall be\nentitled to the number of votes equal to the number of shares of Common Stock\ninto which such Series A Preferred\n\n                                       10\n\n \nStock could be converted on the record date for the vote or the date of the\nsolicitation of any written consent of shareholders and shall have voting rights\nand powers equal to the voting rights and powers of the Common Stock. The holder\nof each share of Series A Preferred Stock shall be entitled to notice of any\nshareholders' meeting in accordance with the Bylaws of the Corporation and,\nexcept those matters required by law to be submitted to a class vote, shall vote\nwith holders of the Common Stock upon all matters submitted to a vote of\nshareholders (including the election of directors). Holders of Common Stock and\nSeries A Preferred Stock shall be entitled to cumulate their votes in any\nelection of directors. Fractional votes by the holders of Series A Preferred\nStock shall not, however, be permitted and any fractional voting rights\nresulting from the above formula (after aggregating all shares into which shares\nof Series A Preferred Stock held by each holder could be converted) shall be\nrounded to the nearest whole number.\n\n               (b)  While there are at least Five Hundred Thousand (500,000)\nshares of Series A Preferred Stock outstanding, the Corporation shall not,\nwithout first obtaining the approval (by vote or written consent, as provided by\nlaw) of the holders of two-thirds (2\/3) or more of the then outstanding shares\nof Series A Preferred Stock, voting together as one class:\n\n                    (i)   amend its Articles of Incorporation in any manner\n(including filing a certificate of determination) that would alter or change any\nof the rights, preferences, privileges or restrictions of the Series A Preferred\nStock;\n\n                    (ii)  pay or declare any dividend (other than a dividend\npayable solely in shares of its own Common Stock) or distribution on any shares\nof its capital stock, or apply any of its assets to the redemption, retirement,\npurchase or acquisition, directly or indirectly, through subsidiaries or\notherwise, of any shares of its capital stock, except as otherwise permitted\nunder Section F and\/or Section G;\n\n                    (iii) permit any subsidiary of the Corporation in which the\nCorporation holds a controlling voting interest to sell or issue stock to any\nparty other than the Corporation;\n\n                    (iv)  amend its Articles of Incorporation to increase or\ndecrease the authorized number of shares of Common Stock or Preferred Stock or\nany series thereof;\n\n                    (v)   authorize, designate or issue, whether by\nreclassification or otherwise, any new or existing class or classes or series of\ncapital stock having any preference or priority as to dividends or assets\nsuperior to or on a parity with any such preference or priority of the Series A\nPreferred, or having voting rights superior to the voting rights of the Series A\nPreferred, or authorize or issue shares of stock of any class or any bonds,\ndebentures, notes or other obligations convertible into or exchangeable for, or\nhaving rights to purchase, any shares of stock of the Corporation having any\npreference or priority as to dividends or assets superior to or on a parity with\nany such preference or priority of the Series A Preferred; or\n\n                    (vi)  amend its Articles of Incorporation or Bylaws to\nchange the authorized number of Directors.\n\n                                       11\n\n \n          (2) Common Stock Voting Rights.  Each holder of Common Stock shall be\n              --------------------------                                       \nentitled to one vote per share of Common Stock held by such holder in the\nelection of directors and upon each other matter coming before any vote of\nshareholders.\n\n     F.   Repurchase of Shares.\n          -------------------- \n\n          In connection with repurchases by the Corporation of its Common Stock\npursuant to agreements with certain of the holders thereof (i) upon their\ntermination of any status pursuant to which they provide services to the\nCorporation or (ii) pursuant to the Company's exercise of any rights of first\nrefusal as to such Common Stock, each holder of Series A Preferred Stock shall\nbe deemed to have consented, for purposes of Sections 500 through 503 of the\nCalifornia General Corporation Law, to distributions made by the Corporation\nwith respect to such repurchases.\n\n     G.   Redemption of Preferred Shares\n          ------------------------------\n\n          (1)  At any time after February 17, 2004, and upon the written request\nof holders of sixty-seven percent (67%) of the Series A Preferred, the\nCorporation shall redeem from any source of funds legally available therefor and\nsubject to Chapter 5 of the California General Corporation Law, all, but not\nless, than all, of the outstanding Series A Preferred held by each holder in two\nequal installments, the first such installment on a date not more than seventy\nfive (75) days following the date of receipt by the Corporation of notice from\nsufficient holders requesting such redemption, and the second installment on the\none year anniversary of the first installment (each a 'Redemption Date'). The\nCorporation shall effect such redemptions on the applicable Redemption Dates by\npaying in cash in exchange for each share of Series A Preferred Stock to be\nredeemed a sum equal to the Original Issue Price (subject to adjustment for\nstock splits, recapitalization and the like) plus any dividends declared but\nunpaid, with respect to all such shares prior to the Redemption Date (the\n'Redemption Price'). The number of shares of Series A Preferred Stock that the\nCorporation shall be required under this Section G.(1) to redeem on any\nRedemption Date shall be equal to the amount determined by dividing (a) the\naggregate number of shares of Series A Preferred Stock outstanding immediately\nprior to the Redemption Date by (b) the number of remaining Redemption Dates\n(including the Redemption Date to which such calculation applies). Any\nredemption effected pursuant to this Section G.(1) shall be made on a pro-rata\nbasis among the holders of the Series A Preferred Stock in proportion to the\nshares of Series A Preferred Stock then held by them.\n\n          (2)  At least thirty (30) and no more than sixty (60) days prior to\neach Redemption Date, written notice shall be mailed, first class postage\nprepaid, to each holder of record (at the close of business on the business day\nnext preceding the day on which notice is given) of the Series A Preferred Stock\nto be redeemed, at the address last shown on the records of the Corporation for\nsuch holder, notifying such holder of the redemption to be effected, specifying\nthe number of shares to be redeemed from such holder, the Redemption Date, the\nRedemption Price, the place at which payment may be obtained and calling upon\nsuch holder to surrender to the Corporation, in the manner and at the place\ndesignated, his certificate or certificates representing the shares to be\nredeemed (the 'Redemption Notice'). Except at provided in Section G.(3), on or\nafter the Redemption Date, each holder of Series A Preferred Stock to be\nredeemed shall surrender to this Corporation the certificate or certificates\nrepresenting such shares, in the manner and at the place designated in the\nRedemption Notice, and thereupon the Redemption Price of such shares shall be\npayable to the order of the person whose name\n\n                                       12\n\n \nappears on such certificate or certificates as the owner thereof and each\nsurrendered certificate shall be cancelled. In the event less than all the\nshares represented by any such certificate are redeemed, a new certificate shall\nbe issued representing the unredeemed shares.\n\n          (3)  From and after the Redemption Date, unless there shall have been\na default in payment of the Redemption Price, all rights of the holders of\nshares of Series A Preferred Stock designated for redemption in the Redemption\nNotice as holders of Series A Preferred Stock (except the right to receive the\nRedemption Price without interest upon surrender of their certificate or\ncertificates) shall cease with respect to such shares, and such shares shall not\nthereafter be transferred on the books of the Corporation or be deemed to be\noutstanding for any purpose whatsoever.  If the funds of the Corporation legally\navailable for redemption of shares of Series A Preferred Stock on any Redemption\nDate are insufficient to redeem the total number of shares of Series A Preferred\nStock to be redeemed on such date, those funds which are legally available will\nbe used to redeem the maximum possible number of such shares ratably among the\nholders of such shares to be redeemed based upon their holdings of Series A\nPreferred Stock.  The shares of Series A Preferred Stock not redeemed shall\nremain outstanding and entitled to all the rights and preferences provided\nherein.  At any time thereafter, when additional funds of the Corporation are\nlegally available for the redemption of shares of Series A Preferred Stock, such\nfunds will immediately be used to redeem the balance of the shares which the\nCorporation has become obliged to redeem on any Redemption Date, but which it\nhad not redeemed.\n\n          (4)  On or prior to each Redemption Date, the Corporation shall\ndeposit the Redemption Price of all shares of Series A Preferred Stock\ndesignated for redemption in the Redemption Notice and not yet redeemed with a\nbank or trust corporation having aggregate capital and surplus in excess of\n$100,000,000 as a trust fund for the benefit of the respective holders of the\nshares designated for redemption and not yet redeemed, with irrevocable\ninstructions and authority to the bank or trust corporation to pay the\nRedemption Price for such shares to their respective holders on or after the\nRedemption Date upon receipt of notification from the Corporation that such\nholder has surrendered his share certificate to the Corporation pursuant to\nSection G.(1) above. As of the Redemption Date, the deposit shall constitute\nfull payment of the shares to their holders, and from and after the Redemption\nDate the shares so called for redemption shall be redeemed and shall be deemed\nto be no longer outstanding, and the holders thereof shall cease to be\nshareholders with respect to such shares and shall have no rights with respect\nthereto except the rights to receive from the bank or trust corporation payment\nof the Redemption Price of the shares, without interest, upon surrender of their\ncertificates therefor. Such instructions shall also provide that any moneys\ndeposited by the Corporation pursuant to this Section G.(4) for the redemption\nof shares thereafter converted into shares of the Corporation's Common Stock\npursuant to Section D hereof prior to the Redemption Date shall be returned to\nthe Corporation forthwith upon such conversion. The balance of any moneys\ndeposited by the Corporation pursuant to this Section G.(4) remaining unclaimed\nat the expiration of two (2) years following the Redemption Date shall\nthereafter be returned to the Corporation upon its request expressed in a\nresolution of its Board of Directors, and thereafter the holders of any\nunsurrendered certificates formerly representing shares of Series A Preferred\nshall look solely to the Corporation for payment of the Redemption Price for\nsuch shares.\n\n                                       13\n\n \n     H.   Residual Rights.\n          --------------- \n\n          All rights accruing to the outstanding shares of the Corporation not\notherwise expressly provided for in these Amended and Restated Articles of\nIncorporation shall be vested in the Common Stock.\n\n                                   ARTICLE V\n\n          The liability of the directors of the Corporation for monetary damages\nshall be eliminated to the fullest extent permissible under California law.\n\n          The Corporation is authorized to provide indemnification of agents (as\nprovided in Section 317 of the California Corporations Code) for breach of duty\nto the Corporation and its shareholders through Bylaw provisions or through\nagreements with the agents, or both, in excess of the indemnification otherwise\npermitted by Section 317 of the California Corporations Code, subject to the\nlimits of excess indemnification set forth in Section 204 of the California\nCorporations Code.\n\n          Any repeal or modification of the foregoing two paragraphs by the\nshareholders of the Corporation shall not adversely affect any right or\nprotection of a director of the Corporation existing at the time of such repeal\nor modification.'\n\n                                  ARTICLE VI\n\n          Cumulative voting by shareholders involving the election of directors\nof the Corporation shall be eliminated on and after the date upon which the\nCorporation is a 'listed corporation' as defined in Section 301.5 of the\nCorporations Code of California.\n\n     3.   The foregoing amendment and restatement of the Articles of\nIncorporation of the Corporation has been duly approved by the Board of\nDirectors of the Corporation.\n\n     4.   The foregoing amendment and restatement of the Articles of\nIncorporation of the Corporation has been duly approved by the required vote of\nthe shareholders of the Corporation in accordance with Section 902 and 903 of\nthe California Corporations Code. The total number of outstanding shares of\nCommon Stock of the Corporation is 8,361,920 and the total number of outstanding\nshares of Preferred Stock is 1,438,377. The number of shares voting in favor of\nthe amendment equaled or exceeded the vote required. The percentage vote\nrequired was more than fifty percent (50%) of the Common Stock and the Preferred\nStock, voting together as one class, and sixty two and two thirds percent (66\n2\/3%) of the Series A Preferred Stock, voting as a separate class.\n\n[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.]\n\n                                       14\n\n \nSreekanth Ravi and Jerrold F. Petruzzelli each declare under penalty of perjury\nthat the matters set forth in the foregoing amended and restated articles are\ntrue and correct.\n\n      Executed this 24th day of August, 1999, at Santa Clara, California.\n\n                              \/s\/ Sreekanth Ravi\n                              ------------------\n                              Sreekanth Ravi\n                              President\n\n                              \/s\/ Jerrold F. Petruzzelli\n                              --------------------------\n                              Jerrold F. Petruzzelli\n                              Secretary\n\n                                       15\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8863],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9575],"class_list":["post-41418","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sonicwall-inc","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41418","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41418"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41418"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41418"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41418"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}