Exhibit 4.2


 


dextera
surgical 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


 


________________,
2017


 


The undersigned, Julian
Nikolchev and Robert Newell, do hereby certify that:


 


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


 


2. The Corporation is
authorized to issue 5,000,000 shares of preferred stock, 250,000 shares of which have been designated as “Series A Convertible
Preferred Stock” (“Series A Preferred Stock”), 191,474 shares of which are 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 5,000,000
shares, $0.001 par value per share (“Preferred Stock”), issuable from time to time in one or more series;


 


WHEREAS, the Board of Directors
is authorized to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited,
or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications,
limitations, or restrictions 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 up to 8,000 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:


 




    	 	1	 



     


    

 


TERMS OF SERIES B 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(e).


 


“Base
Conversion Price” shall have the meaning set forth in Section 7(b).


 


“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).


 


“Century
Note” means the $4,000,000 secured note, as amended, due September 30, 2018, by and between Century Medical, Inc. and
the Corporation.


 


“Century
Note Trigger Date” means any date prior to September 30, 2018 on which the Corporation or any Subsidiary, as applicable,
(i) repays any outstanding principal on the Century Note in excess of $500,000 in the aggregate, (ii) has a judgment entered against it with respect to the repayment of the Century Note, or (iii) enters into any settlement agreement or
amendment with Century Medical, Inc. with regard to the repayment of the Century Note in amount in excess of $500,000 in the aggregate.


 


“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.


 




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“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 Series B Preferred
Stock in accordance with the terms hereof.


“Dilutive
Issuance” shall have the meaning set forth in Section 7(b).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 7(b).


 


“Equity
Conditions” means, during the period in question, (a)
the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion
of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated
damages and other amounts owing to the applicable Holder in respect of the Series B Preferred Stock, (c)(i)
there is an effective registration statement pursuant to which either (A) the Corporation may issue Conversion Shares or (B) the
Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the
Underwriting Agreement (and the Corporation believes, in good faith, that such effectiveness will continue uninterrupted for the
foreseeable future) or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities
Act and immediately resold without restriction, (d) the Common Stock is trading on a Trading Market and all of the shares issuable
pursuant to this Certificate of Designation are listed or quoted for trading on such Trading Market (and the Corporation believes,
in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e)
there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all
of the shares then issuable pursuant to this Certificate of Designation, (f) the issuance of the shares in question to the applicable
Holder would not violate the limitations set forth in Section 6(d) herein, (g)
there has been no public announcement of a pending or proposed Fundamental Transaction that has
not been consummated, and (h) the applicable Holder is not in possession of any information provided by the Corporation, any
of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates,
that constitutes, or may constitute, material non-public information.


 


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


 




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“Exempt
Issuance” 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 by a majority of the non-employee members of the Board of Directors of the Corporation
or a majority of the members of a committee of non-employee directors established for such purpose, and (b) securities upon the
exercise or exchange of or conversion of any securities issued pursuant to the Underwriting Agreement and/or other securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the Underwriting Agreement,
provided that such securities have not been amended since the date of the Underwriting Agreement to increase the number of such
securities or to decrease the exercise price, exchange price or conversion price of any such securities.


 


“Forced
Conversion Notice” shall have the meaning set forth in Section 8.


 


“Forced
Conversion Notice Date” shall have the meaning set forth in Section 8.


 


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


 


“Fundamental
Transaction Amount” means an amount equal to the greater of (i) the cash consideration plus the non-cash consideration
in the form issuable to the holders of the Common Stock (in the case of a reverse merger or similar transaction, shares of Common
Stock issuable to the holders of the acquired company) per share of the Common Stock in the Fundamental Transaction multiplied
by the number of Conversion Shares underlying the shares of Series B Preferred Stock held by the Holder on date immediately
prior to the consummation of the Fundamental Transaction or (ii) 130% of the Stated Value of the Series B Preferred Stock
then outstanding on the date of the consummation of the Fundamental Transaction.


 


“GAAP”
means United States generally accepted accounting principles.


 


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


 


“Junior
Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities
which are explicitly senior or pari passu to the Series B Preferred Stock in dividend rights or liquidation preference.


 


“Liquidation”
shall have the meaning set forth in Section 5.


 


“New
York Courts” shall have the meaning set forth in Section 9(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 Series B Preferred Stock regardless of the number
of transfers of any particular shares of Series B Preferred Stock and regardless of the number of certificates which may be issued
to evidence such Series B Preferred Stock.


 




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“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.


 


“Representative”
means Ladenburg Thalmann & Co. Inc.


 


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


 


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


 


“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(e).


 


“Threshold
Period” shall have the meaning set forth in Section 8.


 


“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, or the
New York Stock Exchange (or any successors to any of the foregoing).


 


“Transfer
Agent” means Computershare, Inc. and Computershare Trust Company, N.A., the current transfer agent of the Corporation,
with a mailing address of _______________ and a facsimile number of ______, and any successor transfer agent of the Corporation.


 


“Underwriting
Agreement” means the underwriting agreement, dated as of May __, 2017, among 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.


 




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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the principal Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on
a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as
applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock
are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Series B Preferred Stock then outstanding and reasonably acceptable to the Corporation,
the fees and expenses of which shall be paid by the Corporation.


 


Section
2.        Designation, Amount and Par Value. The series of Preferred Stock
shall be designated as the Corporation’s Series B Convertible Preferred Stock (the “Series B Preferred
Stock”) and the number of shares so designated shall be up to 8,000 (which shall not be subject to increase without
the written consent of holders of 67% of the then outstanding shares of the Series B Preferred Stock (each holder of Series B
Preferred Stock, a “Holder,” and collectively, the “Holders” which term “Holder” shall include a Holder's transferees, successors and assigns and shall include, if the Preferred
Stock is held in “street name”, a Participant or a designee appointed by such Participant (as defined below))). Each share of Series B
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 Series B 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 Series B Preferred Stock. “Participant” means institutions that have accounts with DTC with respect to the Preferred Stock in such institutions'
accounts.


 


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 Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock
basis, without regard to conversion limitations herein) 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 Series B 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.


 


Section 4.        Voting
Rights. Except as otherwise provided herein or as otherwise required by law, the Series B Preferred Stock shall have no voting
rights. However, as long as any shares of Series B 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 Series B Preferred Stock, (a) alter or change adversely
the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, (b)
authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined
in Section 5) senior to, or otherwise pari passu with, the Series B Preferred Stock, (c) amend its certificate of
incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number
of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.


 




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Section 5.        Liquidation.
Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),
the assets of the Corporation available for distribution to its stockholders shall be distributed pari passu among
the holders of the shares of Common Stock and the shares of Series A Preferred Stock and Series B Preferred Stock, pro rata based
on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to
Common Stock, pursuant to the terms of the Certificate of Incorporation (including any certificate of designation) immediately
prior to such liquidation, dissolution or winding up of the Corporation. The Corporation shall mail written notice of any such
Liquidation, not less than 45 days prior to the payment date stated therein, to each holder of Series B Preferred Stock.


 


Section 6.        Conversion.


 


a)           Conversions
at Option of Holder. Subject to rights of Holders as set forth in the last sentence of Section 6(c)(i) below, each share of Series B 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 Series B 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 Series B Preferred
Stock to be converted, the number of shares of Series B Preferred Stock owned prior to the conversion at issue, the number of shares
of Series B 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 Series B 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 Series B 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 Series B Preferred Stock in certificated form,
a Holder shall not be required to surrender the certificate(s) representing the shares of Series B 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 Series B Preferred Stock promptly following the Conversion Date at issue. Shares of Series B 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 Series B 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 Series B Preferred Stock is a beneficial interest in certificate(s)
representing the shares of Series B 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 Series B Preferred Stock shall equal $______, subject to adjustment herein (the
“Conversion Price”). In addition, on each Century Note Trigger Date, the Conversion Price shall be reduced,
and only reduced, to the lesser of (x) the then Conversion Price, as adjusted and taking into consideration any prior resets, or
(y) the lesser of (i) 75% of the average of the five (5) VWAPs for the 5 Trading Days immediately prior to each such Century Note
Trigger Date and (ii) 75% of the average of the five (5) VWAPs for the 5 Trading Days immediately following each such Century Note
Trigger Date (the “Reset Conversion Price”, which shall thereafter be the new Conversion Price, subject to further
adjustment hereunder, and each such 5 Trading Day period shall be referred to herein as a “Measurement Period”).
The Corporation shall notify each Holder of the applicable adjustment to the Conversion Price as of such date (a “Trigger
Date Adjustment Notice”).  For purposes of clarification, whether or not the Corporation provides a Trigger Date
Adjustment Notice pursuant to this Section 6(b), each Holder shall receive a number of Conversion Shares and retain a number of
shares of Series B Preferred Stock based upon the Conversion Price as adjusted pursuant to this Section, regardless of whether
a Holder accurately refers to such price or number of shares of Series B Preferred Stock converted in any Notice of Conversion.
Any adjustment to the Conversion Price pursuant to this Section shall be effective retroactively to the first Trading Day during
each Measurement Period.  Accordingly, with respect to Notices of Conversion effected during a Measurement Period, in the
event the Conversion Price is reduced pursuant to this Section, within the the earlier of (i) 3 Trading Days and (ii) the Standard Settlement Period (as defined in Section 6(c)(i) below), in each case immediately following the end of such
Measurement Period, the Corporation shall issue the applicable Holder additional Conversion Shares based on a Conversion Price
equal to the Reset Conversion Price with respect to such Notices of Conversion.


 




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		c)	Mechanics of Conversion



 


i.            Delivery
of Conversion Shares Upon Conversion. Not later than the earlier of (i) three (3) Trading Days and (ii) the number of
Trading Days comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share
Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) the number
of Conversion Shares being acquired upon the conversion of the Series B Preferred Stock, which Conversion Shares shall be
free of restrictive legends and trading restrictions and (B) a bank check in the amount of accrued and unpaid dividends, if
any. The Corporation shall use its best efforts to deliver or cause to be delivered the Conversion Shares required to be
delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established
clearing corporation performing similar functions. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with
respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion. Notwithstanding the foregoing,
with respect to any Notice(s) of Conversion delivered on or prior to  12:00 p.m. (New York City time) on the Original Issue
Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Corporation agrees to
deliver the Conversion Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Original Issue Date.


 


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 Series B 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 Notice of Conversion.


 




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iii.         Obligation
Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion
of Series B 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 Series B 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 Series B 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 Series B 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) by 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 $5,000
of Stated Value of Series B Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third
Trading Day and increasing to $200 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.


 


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 Series B Preferred Stock equal
to the number of shares of Series B 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 Series B 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 Series B Preferred Stock as required pursuant to the terms hereof.


 




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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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B Preferred Stock, and a Holder
shall not have the right to convert any portion of the Series B 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 Series B 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 Series B 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 Series B Preferred Stock) 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 Series B 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 Series B
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 Series B 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 Series
B 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 (which may
be via email) of a Holder, the Corporation shall within two (2) 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B Preferred Stock.


 




    	 	12	 



     


    

 


Section 7.         Certain
Adjustments.


 


a)           Stock
Dividends and Stock Splits. If the Corporation, at any time while this Series B 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, Preferred Stock, or any shares of Common Stock issued by the Corporation upon
exercise or conversion of Common Stock Equivalents), (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.


 




    	 	13	 



     


    

 


b)           Subsequent
Equity Sales. If, at any time while this Series B Preferred Stock is outstanding, the Corporation or any Subsidiary,
as applicable 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 shares of Common Stock at an effective price per share that is lower than the
then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively,
a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at
any time, whether by operation of purchase price adjustments, reset provisions, make-whole provisions that result in the
payment or issuance of cash, shares of Common Stock or any other consideration, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be
entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such
issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the
Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common
Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section
7(b) in respect of an Exempt Issuance. The Corporation shall notify the Holders in writing, no later than the Trading Day
following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 7(b), indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice,
the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Corporation provides
a Dilutive Issuance Notice pursuant to this Section 7(b), upon the occurrence of any Dilutive Issuance, the Holders are
entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive
Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in the Notice of
Conversion. Notwithstanding the foregoing, no further adjustments to the Conversion Price shall be made pursuant to this
Section 7(b) in the event that (i) the VWAP during any 20 of 30 consecutive Trading Days (the “Measurement
Period” which 30 consecutive Trading Day period shall not have commenced until after the Original Issue Date)
exceeds $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and
the like after the Original Issue Date), and (ii) the dollar trading volume for each Trading Day during such Measurement
Period exceeds $350,000 per Trading Day.


 





 






1 300% of initial Conversion Price


 




    	 	14	 



     


    

 


c)           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 Series B
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).


 


d)           Pro
Rata Distributions. During such time as this Series B 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 Series B 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 Series B 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).


 




    	 	15	 



     


    

 


e)           Fundamental
Transaction.


 


		i.	If, at any time while this Series B 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 Series B 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 Series B 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 Series B Preferred
Stock is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the
conversion of this Series B 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 Series B 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 Series B Preferred Stock consistent with the foregoing provisions
and evidencing the Holders’ right to convert such Series B 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(e) 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, deliver to the Holder in exchange for this Series B Preferred Stock a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Series B 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 Series B Preferred Stock (without regard to any limitations on the conversion of this Series
B 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 Series B 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.



 




    	 	16	 



     


    

 


		ii.	Notwithstanding Section
7(e)(i), in the event the Corporation is not the Successor Entity of a Fundamental Transaction or in the event of a reverse merger
or similar transaction where the Corporation is the surviving entity, then, automatically and contemporaneous with the consummation
of such Fundamental Transaction or reverse merger, the Successor Entity (or Corporation in the event of a reverse merger or similar
transaction) shall purchase such Holder’s then outstanding Series B Preferred Stock from such Holder by paying and
issuing, in the event that such consideration given to the holders of the Common Stock is non-cash consideration, as the case
may be, to such Holder (or canceling such Holder’s outstanding Series B Preferred Stock and converting it into the right
to receive) an amount equal to the Fundamental Transaction Amount (without regard to any limitation in Section 6(d)) of the then
outstanding Series B Preferred Stock of the Holder on the date immediately prior to the consummation of such Fundamental
Transaction.  Such Fundamental Transaction Amount shall be paid in the same form and mix (be it securities, cash or property,
or any combination of the foregoing) as the consideration received by the Common Stock in the Fundamental Transaction.  By
way of example, in the event of a Fundamental Transaction wherein the holders of Common Stock receive consideration in the form
of cash, securities, property, or any combination of the foregoing from the Surviving Entity at an effective amount equal to $5.00
per share of Common Stock and the then effective Conversion Price immediately prior to the consummation of the Fundamental Transaction
is $3.00, the Holder shall receive $5.00 (in the same form and mix as the holders of the Common Stock) per Conversion Share underlying
the shares of Series B Preferred Stock held by the Holder immediately prior to the consummation of the Fundamental Transaction;
provided, however, that in the event of a Fundamental Transaction wherein the holders of Common Stock receive consideration in
the form of cash, securities, property, or any combination of the foregoing from the Surviving Entity at an effective amount equal
to $2.00 per share of Common Stock and the then effective Conversion Price immediately prior to the consummation of the Fundamental
Transaction is $3.00, the Holder shall receive $3.90 (in the same form and mix as the holders of the Common Stock) per Conversion
Share underlying the shares of Series B Preferred Stock held by the Holder immediately prior to the consummation of the Fundamental
Transaction.



 


f)            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.


 


g)           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 e-mail a notice setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.


 




    	 	17	 



     


    

 


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 Series B Preferred Stock, and shall cause to be
delivered by facsimile or e-mail to each Holder at its last facsimile number or e-mail 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 Series B 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.


 




    	 	18	 



     


    

 


Section
8.          Forced Conversion. Notwithstanding anything herein to
the contrary, if after the date hereof (i) the VWAP for each of any 20 of 30 consecutive Trading Day period (the “Threshold
Period” which 30 consecutive Trading Day period shall not have commenced until after the Original Issue Date), exceeds
$____2 (subject to forward and reverse stock splits, stock dividends and the like)
and (ii) the dollar trading volume for each Trading Day during any Threshold Period exceeds $350,000 per Trading Day, the Corporation
may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to all Holders (a “Forced
Conversion Notice” and the date such notice is delivered to all Holders, the “Forced Conversion Notice Date”)
to cause each Holder to convert all or part of such Holder’s Series B Preferred Stock (as specified in such Forced Conversion
Notice) plus all accrued but unpaid dividends thereon and all liquidated damages and other amounts due in respect of the Series
B Preferred Stock pursuant to Section 6, it being agreed that the “Conversion Date” for purposes of Section 6 shall
be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced
Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered
by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable
Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion
Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any
Forced Conversion Notices shall be applied ratably to all of the Holders based on the then outstanding Series B Preferred Stock.
For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 6, including, without
limitation, the provisions requiring payment of liquidated damages and limitations on conversions.


 


Section 9.          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 or e-mail, or sent by a nationally recognized
overnight courier service, addressed to the Corporation, at the address set forth above Attention: _________, facsimile:
________, email: __________ 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 9. 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 email, or sent by a
nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of
such Holder appearing on the books of the Corporation. 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 e-mail at the email 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 e-mail at the email 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 Series B 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).


 





 






2 300% of the initial Conversion
Price


 




    	 	19	 



     


    

 


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 Series B Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.


 


c)           Lost
or Mutilated Series B Preferred Stock Certificate. If a Holder’s Series B 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 Series B 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. All legal proceedings concerning the interpretation, enforcement and defense of the
transactions contemplated by this Certificate of Designation (whether brought against the Corporation or a Holder 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 of the Corporation and each Holder
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 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 of the Corporation and each Holder 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 entity 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 of the Corporation and each Holder 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 the Corporation or any Holder 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.


 




    	 	20	 



     


    

 


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 Series B Preferred Stock. Shares of Series B Preferred Stock may only be issued pursuant to the Underwriting
Agreement. If any shares of Series B Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares
shall resume the status of authorized but unissued shares of Series B Preferred Stock and shall no longer be designated as Series
B Convertible Series B Preferred Stock.


 


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


 




    	 	21	 



     


    

 


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.


 


[Signature page follows]


 




    	 	22	 



     


    

 


IN WITNESS WHEREOF, the
undersigned have executed this Certificate as of the date first set forth above.


 


	By:	 	 	By: 	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 


[Signature Page to Dextera


Series B Convertible Preferred Stock Certificate
of Designation]


 




     


     


    

 


ANNEX A


 


NOTICE OF CONVERSION


 


[To
be Executed by the Registered Holder in order to Convert Shares of SERIES B 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 Dextera Surgical 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 Series B Preferred
Stock owned prior to Conversion: _______________


 


Number of shares of Series B Preferred
Stock to be Converted: ________________________


 


Stated Value of shares of Series
B Preferred Stock to be Converted: ____________________


 


Number of shares of Common Stock
to be Issued: ___________________________


 


Applicable Conversion Price:____________________________________________


 


Number of shares of Series B Preferred
Stock subsequent to Conversion: ________________


 


Address for Delivery: ______________________


or


DWAC Instructions:


Broker no: _________


Account no: ___________


 


	 	[HOLDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: