CERTIFICATE
OF DESIGNATIONS


of


SERIES
A PREFERRED
STOCK


of


THE
MARYJANE GROUP, INC.


 


 


 


THE
MARYJANE GROUP, INC., a Nevada corporation
(hereinafter called
the "Company"),
hereby certifies
that pursuant
to authority conferred
upon the
Board of
Directors of
the Company
by the Articles of
Incorporation of the
Company, the sole director of
the Company
adopted a resolution providing for
the designations,
preferences and
rights, and
the qualifications, limitations or restrictions,
of 100,000 shares of Series A Preferred
Stock (as defined herein) of the Company, as follows:


 


RESOLVED,
that pursuant to
the authority granted
to and vested
in the Board
of Directors of
this Company
(hereinafter called the
"Board of
Directors"
or the "Board")
in accordance
with the provisions
of the Company's
Articles of Incorporation,
the Board
of Directors
hereby creates
a series
of Preferred
Stock, par
value $0.001
per share
(the "Preferred Stock"),
of the
Company and
hereby states
the designation
and number of shares,
and fixes the relative rights, preferences, and limitations
thereof as follows:


 


Series
A Preferred
Stock


 


Section
1. Designation and
Amount.
The shares of
such series shall
be designated as
"Series A
Preferred Stock" (the
"Series A Preferred
Stock")
and the number
of shares constituting
the Series A
Preferred Stock
shall initially
be 100,000. Such number
of shares may
be increased or
decreased by
resolution of
the Board
of Directors;
provided, that
no decrease
shall reduce
the number
of shares
of Series
A Preferred Stock
to a number less than the number of shares
then outstanding plus the number of
shares reserved for issuance upon the
exercise of outstanding
options, rights or
warrants or upon
the conversion of any outstanding securities
or rights
issued by the Company convertible
into Series A Preferred Stock and further provided
that the Board of Directors shall
increase the number of shares
constituting the Series
A Preferred Stock to the extent
necessary for the Company to have available
sufficient shares of such Series A Preferred Stock available
to fulfill all of the Company's obligations
to holders of securities and Rights of
the Company.


 


Section
2. Dividends and
Distributions.


 


(A)    
Subject to the
rights of the
holders of any
shares of any
series of Preferred Stock
(or any similar
stock) ranking prior
and superior
to the
Series A Preferred
Stock with respect
to dividends, the
holders of shares
of Series
A Preferred
Stock, in
preference to the
holders of Common
Stock, par value
$0.001 per share
(the "Common Stock")
of the Company, and of any other
junior stock shall be
entitled to receive, when, as and if declared
by the Board of
Directors out of the funds legally available for the purpose, dividends payable when
and as dividends are declared on
the Common Stock in
an amount, subject to the provision for adjustment
hereinafter set forth, equal to 10,000 times the aggregate per share amount of all
cash dividends, and 10,000 times
the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions,
declared on the Common
Stock (except as provided in the next
sentence). In the event the Company
shall at any time declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding
shares of Common Stock
(by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common
Stock, then in each such case the
amount to which
holders of shares
of Series A
Preferred Stock were
entitled immediately
prior to such event
under the preceding sentence shall
be adjusted
by multiplying such amount by
a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately
after such event
and the
denominator of
which is the
number of shares
of Common Stock that were




    	 



    	 



    

outstanding
immediately prior
to such
event.


 


(B)    
The Company shall
declare a dividend
or distribution
on the Series
A Preferred Stock
as provided
in paragraph
(A) of
this Section
2 immediately
after it
declares a
dividend or
distribution on
the Common Stock.


 


Section
3. Voting Rights.
 The holders
of shares
of Series
A Preferred
Stock shall
have the following
voting rights:


 


(A)    
 Each share
of Series A
Preferred Stock
shall entitle
the holder
thereof to 10,000
votes on all
matters submitted
to a vote
of the stockholders
of the Company.


 


(B)    
Except as otherwise provided herein, in the Certificate of Incorporation of the Company, in
any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares
of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Company having general
voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Company.


 


(C)    
Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate action.


 


Section
4. Reacquired Shares.
Any shares
of Series
A Preferred Stock
purchased or otherwise
acquired by the
Company in
any manner
whatsoever shall be
retired and cancelled
promptly after
the acquisition
thereof. All such
shares shall
upon their
cancellation become
authorized but unissued
shares of
Preferred Stock
and may
be reissued as part
of a new
series of Preferred
Stock subject to the conditions and
restrictions on issuance set forth herein, in the Company's
Certificate of Incorporation, or
in any other Certificate
of Designations
creating a series
of Preferred
Stock or
any similar stock or as otherwise required by law.


 


Section
5. Liquidation, Dissolution
or Winding
Up. Upon any
liquidation, dissolution or
winding up of
the Company,
no distribution shall
be made
(1) to the
holders of shares
of stock ranking
junior (either as
to dividends or
upon liquidation, dissolution or
winding up) to
the Series A
Preferred Stock
unless, prior thereto,
the holders
of shares
of Series
A Preferred Stock
shall have
received an
aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 10,000 times
the aggregate amount to be distributed
per share to
holders of shares
of Common Stock. In the event the Company
shall at any time declare or pay any dividend on the Common
Stock payable in
shares of Common
Stock, or effect a subdivision or
combination or consolidation of the outstanding
shares of Common
Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number
of shares of Common Stock, then in each such
case the aggregate amount to which
holders of shares of
Series A Preferred
Stock were
entitled immediately prior
to such event under the proviso in clause (1)
of the preceding sentence
shall be adjusted by multiplying
such amount by a fraction the numerator
of which is the number of
shares of
Common Stock
outstanding immediately after
such event and the denominator
of which is the
number of shares
of Common Stock that were outstanding
immediately prior to such event.


 


Section
6.  Consolidation, Merger,
etc.  In case
the Company
shall enter
into any consolidation, merger,
combination or other transaction
in which the shares
of Common Stock
are exchanged for,
or changed into,
other stock
or securities,
cash and/or any
other property, then
in any such
case each share
of Series A Preferred
Stock shall at the
same time be similarly
exchanged or changed into an amount
per share, subject to the provision for adjustment
hereinafter set forth, equal to 10,000
times the aggregate amount of
stock, securities, cash
and/or any other
property (payable
in kind), as the
case may
be, into which or for which each
share of Common Stock
is changed or exchanged.
In the event the Company
shall at any time declare
or pay
any dividend
on the Common Stock
payable in shares of
Common Stock, or effect
a subdivision or
combination or
consolidation of the outstanding
shares of Common Stock
(by reclassification
or otherwise than by
payment of a
dividend in shares




    	 



    	 



    

of Common
Stock) into
a greater or
lesser number
of shares
of Common
Stock, then
in each such
case the amount
set forth
in the
preceding sentence
with respect
to the
exchange or
change of
shares of
Series A
Preferred Stock
shall be
adjusted by
multiplying such
amount by
a fraction,
the numerator
of which is
the number of
shares of
Common Stock
outstanding immediately
after such event
and the denominator of which
is the
number of
shares of
Common Stock
that were outstanding immediately
prior to such event.


 


Section
7. No Redemption.
 The shares
of Series A
Preferred Stock shall
not be
redeemable.


 


Section
8. Rank.
The Series
A Preferred
Stock shall
rank, with
respect to the
payment of
dividends and the
distribution of
assets, senior to
all series of
any other class
of the Company's
Preferred Stock.


 


Section
9.  Amendment. 
The Certificate of
Incorporation of
the Company shall
not be amended
in any manner
that would
materially alter
or change the
powers, preferences or
special rights of
the Series A
Preferred Stock so
as to affect
them adversely without the affirmative vote of the
holders of at least two-thirds of the outstanding shares
of Series A Preferred Stock,
voting together as a single class.


 


 


[signature
page to follow]




    	 



    	 



    

IN
WITNESS WHEREOF,
this Certificate
of Designations
is executed on
behalf of the
Company by
its Chief Executive
Officer this
19th day of June,
2015.


 


	  	THE MARYJANE GROUP, INC.
	 	 
	 	 
	 	 /s/ Joel Schneider
	 	Joel Schneider
	 	Chief Executive Officer