9 % Uses in Designation and Number of Shares Clause

Designation and Number of Shares

Sonic Foundry, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Company a series of preferred stock designated as the "9 % Cumulative Voting Convertible Preferred Stock, Series A" (the "Series A Preferred Stock"). The number of shares constituting such series shall be 1,000. The Series A Preferred Stock shall have a par value of $0.01 per share.

Designation and Number of Shares

Preferred Blocker Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), in accordance with the provisions of Sections 141 and 151 of the General Corporation Law of the State of Delaware, does hereby certify that, as of December 31, 2008:

Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the 9% Cumulative Perpetual Preferred Stock (the Designated Preferred Stock). The authorized number of shares of Designated Preferred Stock shall be 2,576,601. Each share of Designated Preferred Stock shall be identical in a ll respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.