Exhibit
4.2


 


SIGYN
THERAPEUTICS, INC.


 


CERTIFICATE
OF DESIGNATION OF PREFERENCES,


RIGHTS
AND LIMITATIONS


OF


SERIES
B CONVERTIBLE PREFERRED STOCK


 


PURSUANT
TO SECTION 151 OF THE


DELAWARE
GENERAL CORPORATION LAW


 


The
undersigned, __________ and ____________, do hereby certify that:


 


1.
They are the President and Secretary, respectively, of Sigyn Therapeutics, Inc., a Delaware corporation (the “Corporation”).


 


2.
The Corporation is authorized to issue 5,000 shares of preferred stock, ______ of which have been issued.


 


3.
The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):


 


WHEREAS,
the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting
of 5,000 shares, $0.001 par value per share, issuable from time to time in one or more series;


 


WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of
redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series
and the designation thereof, of any of them; and


 


WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and
other matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Underwriting
Agreement, up to ______ shares of the preferred stock which the Corporation has the authority to issue, as follows:


 


NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or
exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters
relating to such series of preferred stock as follows:


 




    	 



    	 



    

 


TERMS
OF PREFERRED STOCK


 


Section
1. Definitions. For the purposes hereof, the following terms shall have the following meanings:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.


 


“Alternate
Consideration” shall have the meaning set forth in Section 7(d).


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 6(d).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Buy-In”
shall have the meaning set forth in Section 6(c)(iv).


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the Corporation’s common stock, par value $0.001 per share, and stock of any other class of securities into
which such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Conversion
Amount” means the sum of the Stated Value at issue.


 


“Conversion
Date” shall have the meaning set forth in Section 6(a).


 


“Conversion
Price” shall have the meaning set forth in Section 6(b).


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 




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“Exempt
Issuances” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Corporation
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Corporation,
(b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of first issuance of shares of Series
B Preferred Stock, provided that such securities have not been amended since the date of such first issuance of shares of Series B Preferred
Stock, to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities
(other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant
to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Corporation, provided that such
securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration
rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall
only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with the business of the Corporation and shall provide to the Corporation additional benefits in
addition to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is investing in securities and (d) with the prior written consent
of the Holders of a majority of the then-outstanding shares of Series B Preferred Stock, up to an amount of Common Stock as agreed upon
by such majority Holders and the Corporation.


 


“Fundamental
Transaction” shall have the meaning set forth in Section 7(d).


 


“GAAP”
means United States generally accepted accounting principles.


 


“Holder”
shall have the meaning given such term in Section 2.


 


“New
York Courts” shall have the meaning set forth in Section 8(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 6(a).


 


“Original
Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred
Stock.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” shall have the meaning set forth in Section 2.


 


“Representative”
means Univest Securities, LLC.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 




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“Share
Delivery Date” shall have the meaning set forth in Section 6(c).


 


“Stated
Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.


 


“Subsidiary”
means any subsidiary of the Corporation and shall, where applicable, also include any direct or indirect subsidiary of the Corporation
formed or acquired after the date hereof.


 


“Successor
Entity” shall have the meaning set forth in Section 7(d).


 


“Trading
Day” means a day on which the principal Trading Market is open for business.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer
Agent” means Equity Stock Transfer, LLC, the current transfer agent of the Corporation, with a mailing address of 237 West
37th Street, Suite 601, New York, New York 10018 and a facsimile number of (347) 584-3644, and any successor transfer agent of the Corporation.


 


“Underwriting
Agreement” means the underwriting agreement, dated as of _____________ __, 2022, between the Corporation and the Representative
as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.


 


Section
2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series B Convertible Preferred
Stock (the “Preferred Stock”) and the number of shares so designated shall be up to ___ (which shall not be subject
to increase without the written consent of all of the holders of the Preferred Stock (each, a “Holder” and collectively,
the “Holders”)). Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value equal
to $1,000 (the “Stated Value”). The shares of Preferred Stock shall initially be issued and maintained in the form
of securities held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the
sole registered holder of the shares of Preferred Stock.


 


Section
3. Dividends. Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders
shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock
basis (without giving effect to the Beneficial Ownership Limitation)) to and in the same form as dividends actually paid on shares of
the Common Stock when, as and if such dividends are paid on shares of the Common Stock. Other than as set forth in the previous sentence,
no other dividends shall be paid on shares of Preferred Stock, and the Corporation shall pay no dividends (other than dividends in the
form of Common Stock) on shares of the Common Stock unless it simultaneously complies with the previous sentence.


 




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Section
4. Voting Rights. Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting
rights. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of
the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences
or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation
or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares
of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.


 


Section
5. Liquidation. Upon any liquidation, dissolution or winding-up of Corporation, whether voluntary or involuntary (a “Liquidation”),
the Holders shall be entitled to participate on an as-converted-to-Common Stock basis (without giving effect to the Beneficial Ownership
Limitation) with holders of the Common Stock in any distribution of assets of the Corporation to the holders of the Common Stock.


 


Section
6. Conversion.


 


	 	a)	Conversions
    at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the
    Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set
    forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders
    shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice
    of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number
    of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to
    the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable
    Holder delivers by facsimile or e-mail such Notice of Conversion to the Corporation (such date, the “Conversion Date”).
    Upon delivery of the Notice of Conversion, the Holder shall be deemed for all corporate purposes to have become the holder of record
    of the Conversion Shares with respect to which the shares of Preferred Stock have been converted irrespective of the date of delivery
    of the Conversion Shares, provided that the Holder shall deliver such converted shares of Preferred Stock to the Transfer Agent via
    the DTC’s Deposit/Withdrawal at Custodian system within two Trading Days of delivery of the Notice of Conversion. If no Conversion
    Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation
    is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other
    type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice
    of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock,
    a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless
    all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate
    representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted
    into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.


 




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Without
limiting the rights and remedies of a holder of Preferred Stock hereunder and without limiting the right of a Holder to deliver a Notice
of Conversion to the Corporation, a holder whose interest in the shares of Preferred Stock is a beneficial interest in certificate(s)
representing the shares of Preferred Stock held in book-entry form through DTC (or another established clearing corporation performing
similar functions), may effect conversions made pursuant to this Section 6(a) by delivering to DTC (or such other clearing corporation,
as applicable) the appropriate instruction form for conversion, complying with the procedures to effect conversions that are required
by DTC (or such other clearing corporation, as applicable).


 


b)
Conversion Price. The conversion price for the Preferred Stock shall equal $_____, subject to adjustment herein (the “Conversion
Price”).


 


c)
Mechanics of Conversion


 


i.
Delivery of Conversion Shares Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder the number of Conversion
Shares being acquired upon the conversion of the Preferred Stock, which Conversion Shares shall be free of restrictive legends and trading
restrictions and a bank check in the amount of accrued and unpaid dividends, if any. The Corporation shall deliver (or cause to be delivered)
the Conversion Shares electronically through the Depository Trust Company or another established clearing corporation performing similar
functions.


 


ii.
Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, in addition to any other rights herein, the Holder shall be entitled
to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion,
in which event the Corporation shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation
and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Conversion
Notice.


 




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iii.
Obligation Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares
upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder
or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such
Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate
as a waiver by the Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect
to convert any or all of the Stated Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such
Holder or any one associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason,
unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock
of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount
of 150% of the Stated Value of Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion
of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains
judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly
noticed conversion. If the Corporation fails to deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) on the Share Delivery
Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for
each $1,000 of Stated Value of Preferred Stock being converted, $10 per Trading Day (increasing to $20 per Trading Day on the third Trading
Day and increasing to $40 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after the
Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s
right to pursue actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein and
such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to
enforce damages pursuant to any other Section hereof or under applicable law.


 




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iv.
Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available
to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery
Date pursuant to Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in
an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating
to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to
any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price
(including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares
of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which
the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such
Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for
conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock
that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example,
if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the
Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts
payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver the Conversion
Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.


 


v.
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as
herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the
other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking
into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The
Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid and nonassessable.


 


vi.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred
Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Conversion Price or round up to the next whole share.


 


vii.
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge
to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock
and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for
same-day electronic delivery of the Conversion Shares.


 




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d)
Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not
have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on
the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together
with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common
Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially
owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained
herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by such Holder or any of its Affiliates
or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent
that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation
to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock
are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such
Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such
Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case
subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to
the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth
in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares
of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following:
(i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public
announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. Upon the written or oral request of a Holder (which may be via email), the Corporation shall within
two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the
Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon
election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable
Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section
6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred
Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder
and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.


 




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Section
7. Certain Adjustments.


 


a)
Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other
Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon
conversion of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation)


 


c)
Pro Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)
and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 




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d)
Fundamental Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for
each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction
(without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock), the number of shares of Common Stock of
the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares
of Common Stock for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any
limitation in Section 6(d) on the conversion of this Preferred Stock). For purposes of any such conversion, the determination of the
Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this
Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor
to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms
and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’
right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental
Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Corporation under this Certificate of Designation in accordance with the provisions of this Section 7(d) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay)
prior to such Fundamental Transaction and shall, at the option of the holder of this Preferred Stock, deliver to the Holder in exchange
for this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Preferred Stock (without regard to
any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies
the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
conversion price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Certificate of Designation referring to the “Corporation” shall refer instead
to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation
under this Certificate of Designation with the same effect as if such Successor Entity had been named as the Corporation herein.


 




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(e)
Certain Anti-Dilution Adjustments. If the Corporation, at any time while any of the shares of Preferred Stock are outstanding,
issues, sells, or grants any option to purchase or sells, or grants any right to reprice, or otherwise disposes of or issues ( or announces
any sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any person to
acquire Common Stock without consideration or for a consideration per share less than the applicable Conversion Price (such lower price,
the “Base Conversion Price” and such issuance a “Dilutive Issuance”), then with respect to each
such Dilutive Issuance, the Conversion Price as in effect immediately prior to each such Dilutive Issuance shall forthwith be lowered
to a price equal to such Dilutive Issuance price, subject to adjustment for reverse and forward stock splits and the like. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued; provided, however, that notwithstanding the foregoing,
the Conversion Price shall not be adjusted to be less than the Reduced Conversion Floor Price (as defined below); provided further, however,
that the Conversion Price can be reduced below the Reduced Conversion Floor Price if the Corporation is not then subject to Nasdaq Listing
Rule 5635(d) or if approved by the Nasdaq Stock Market LLC (the “Principal Market”). If the Corporation enters into
a variable rate transaction, the Corporation shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible
conversion, exercise or issue price at which such may be converted, exercised or issued. The Corporation shall notify the Holder in writing,
no later than the Trading Day preceding the issuance of any Common Stock or Common Stock Equivalents subject to this Section 7(e) indicating
therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms. The foregoing
notwithstanding, no reduction of the Conversion Price shall be less than fifty (50%) of the Conversion Price on the issuance date (subject
to appropriate adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse
stock splits, or other similar transactions after the issuance date) (the “Reduced Conversion Floor Price”). As used
in this paragraph, “variable rate transaction” means a transaction in which the Corporation (i) issues or sells any debt
or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of
Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the
trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities,
or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of
such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Corporation or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including,
but not limited to, an equity line of credit, whereby the Corporation may issue securities at a future determined price


 


f)
Exchange Cap. The Corporation shall not issue any shares of Common Stock upon conversion of the Preferred Stock or otherwise pursuant
to the terms of this Certificate of Designation if the issuance of such shares of Common Stock would exceed the aggregate number of shares
of Common Stock that the Corporation may issue upon conversion of the Preferred Stock or otherwise pursuant to the terms of this Certificate
of Designation without breaching the Corporation’s obligations, if any, under the rules or regulations of the Principal Market
(the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregation of
offerings, under Nasdaq Listing Rule 5635(d), as applicable, the “Exchange Cap”). The Corporation acknowledges and represents
that the issuance of Conversion Shares upon conversion of the Preferred Stock in accordance with the terms of this Certificate of Designation
as in effect upon the issuance date are in compliance with Nasdaq Listing Rule 5635(d) and not subject to the Exchange Cap.


 


g)
Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.


 




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h)
Notice to the Holders.


 


i.
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation
shall promptly deliver to each Holder by facsimile or email a notice setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer
of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency
maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered by facsimile or email to each Holder
at its last facsimile number or email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation
shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled
to convert the Conversion Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such
notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 




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Section
8. Right of Participation.


 


From
the date hereof until the shares of Preferred Stock are no longer outstanding, upon any proposed issuance by the Corporation or any of
its Subsidiaries of Common Stock, Common Stock Equivalents, equity, indebtedness or a combination thereof, other than Exempt Issuances
(each a “Subsequent Financing”), the Holders shall have the right to participate in up to an amount of the Subsequent
Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion
to their shares of Preferred Stock issued to them, on the same terms, conditions and price provided for in the Subsequent Financing,
unless the Subsequent Financing is an underwritten public offering, in which case the Corporation shall notify each Holder of such public
offering when it is lawful. If such information would constitute material non-public information, such information will be given by confirmed
delivery to the Holders’ counsel, in accordance with delivery instructions to be provided to the Corporation from time to time,
who shall have no obligation to convey such information to the Holders.


 


Section
9. Negative Covenants.


 


As
long as any shares of Preferred Stock remain outstanding, unless the holders of a majority of the then outstanding shares of Preferred
Stock shall have otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly
or indirectly:


 


a)
enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited
to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income
or profits therefrom;


 


b)
enter into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom;


 


c)
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder;


 


d)
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common
Stock Equivalents other than as to the Conversion Shares as permitted or required under this Certificate of Designation.


 


e)
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any indebtedness, whether
by way of payment in respect of principal of (or premium, if any) or interest on, such indebtedness;


 




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f)
declare or make any dividend or other distribution of its assets or rights to acquire its assets to holders of shares of Common Stock,
by way of return of capital or otherwise including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, liquidation, distribution, preferential payments in connection with any
securities or debt issuances, corporate rearrangement, scheme of arrangement or other similar transaction;


 


g)
issue any Common Stock or Common Stock Equivalents except as permitted herein;


 


h)
enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the
Commission, unless such transaction is made on an arm’s length basis and expressly approved by a majority of the disinterested
directors of the Corporation (even if less than a quorum otherwise required for board approval);


 


(i)
issue or sell, adjust, amend or modify any Common Stock or any Common Stock Equivalents at a price per share or at an effective price
per share that is lower than the then in effect Conversion Price from time to time and at such time; and


 


(j)
enter into any agreement with respect to any of the foregoing.


 


Section
10. Miscellaneous.


 


a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by e-mail or sent by a nationally recognized
overnight courier service, addressed to the Corporation at 468 Historic Decatur Road Suite 140 San Diego, California 92106, Attention:
[____], facsimile number: [___], email address: [_____], or such other facsimile number, e-mail address or address as the Corporation
may specify for such purposes by notice to the Holders delivered in accordance with this Section 8. Any and all notices or other communications
or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, by e-mail or sent
by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing
on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal
place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail
at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail
address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day,
(iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided pursuant to this
Certificate of Designation constitutes, or contains, material, non-public information regarding the Corporation or any Subsidiaries,
the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. Notwithstanding any
other provision of this Certificate of Designation, where this Certificate of Designation provides for notice of any event to a Holder,
if the Preferred Stock is held in global form by DTC (or any successor depositary), such notice may be delivered via DTC (or such successor
depositary) pursuant to the procedures of DTC (or such successor depositary).


 




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b)
Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair
the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable,
on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.


 


c)
Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,
or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so
mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of
the ownership hereof reasonably satisfactory to the Corporation.


 


d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation
shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the
principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by this Certificate of Designation (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New
York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue
for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation
or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate
of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 




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e)
Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of
Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term
of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder)
of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other
occasion. Any waiver by the Corporation or a Holder must be in writing.


 


f)
Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate
of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder
violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law.


 


g)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


h)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation
and shall not be deemed to limit or affect any of the provisions hereof.


 


i)
Status of Converted or Redeemed Preferred Stock. If any shares of Preferred Stock shall be converted, redeemed or reacquired by
the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated
as Series B Convertible Preferred Stock.


 


*********************


 




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RESOLVED,
FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be
and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations
in accordance with the foregoing resolution and the provisions of Delaware law.


 


IN
WITNESS WHEREOF, the undersigned have executed this Certificate this ___ day of _____, 2022.


 


	 	 	 
	Name:	 	Name:
	Title:	 	Title:


 




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ANNEX
A


 


NOTICE
OF CONVERSION


 


(TO
BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)


 


The
undersigned hereby elects to convert the number of shares of Series B Convertible Preferred Stock indicated below into shares of common
stock, par value $0.001 per share (the “Common Stock”), of Sigyn Therapeutics, Inc., a Delaware corporation (the “Corporation”),
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person
other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the Holders
for any conversion, except for any such transfer taxes.


 


Conversion
calculations:


 


Date
to Effect Conversion: ___________________________________________________________________


 


Number
of shares of Preferred Stock owned prior to Conversion: ________________________


 


Number
of shares of Preferred Stock to be Converted: _________________________________


 


Stated
Value of shares of Preferred Stock to be Converted: ______________________________


 


Number
of shares of Common Stock to be Issued: _____________________________________


 


Applicable
Conversion Price: _____________________________________________________


 


Number
of shares of Preferred Stock subsequent to Conversion: _________________________


 


Address
for Delivery: ___________________________


Or


 


DWAC
Instructions:


Broker
no: _____________


Account
no: ________________


 


	 	[HOLDER
	 	 	 
	 	By:	        
	 	Name: 	 
	 	Title:	 


 




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ANNEX
B


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CORPORATION OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.


 


THE
CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK AND MORE THAN ONE SERIES OF ITS CLASS OF PREFERRED STOCK. THE CORPORATION
WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL
OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.


 


Incorporated
under the laws of the State of Delaware, [INSERT DATE]


 


Certificate
Number: ____


Initial
Number of Shares of Series B Convertible Preferred Stock: ______


 


	 	CUSIP
    _________
	 	ISIN
    _________


 




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SIGYN
THERAPEUTICS, INC.


 


Sigyn
Therapeutics, Inc. (the “Corporation”) hereby certifies that Cede & Co. (the “Holder”) is the
registered owner of ______ fully paid and non-assessable shares of the Corporation’s designated Series B Convertible Preferred
Stock, par value $0.001 per share (the “Series B Preferred Stock”), transferable on the books and records of the Transfer
Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed or assigned and in proper form for
transfer.


 


This
Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation,
as amended, and the Bylaws of the Corporation and any amendments thereto, including the provisions of the Certificate of Designation
of Preferences, Rights and Limitations, dated ______, 2022, as the same may be amended from time to time (the “Certificate of
Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations.


 


The
shares of the Series B Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate
of Designations.


 


Reference
is hereby made to the provisions of the Series B Preferred Stock set forth in the Certificate of Designations, which provisions shall
for all purposes have the same effect as if set forth at this place.


 


Upon
receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.


 


Unless
the Transfer Agent has properly countersigned, these shares of the Series B Preferred Stock shall not be entitled to any benefit under
the Certificate of Designations or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF the said Corporation has caused this Certificate to be signed by its duly authorized officer as of ________, 2022.


 


	 	By:	 
	 	Name: 	 
	 	Title:	Chief
    Executive Officer


 




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COUNTERSIGNATURE


 


These
are shares of the Series B Convertible Preferred Stock referred to in the within-mentioned Certificate of Designations.


 


Dated:
________, 2022


 


_________________,
LLC, as Transfer Agent


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 




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