CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE

SERIES C CONVERTIBLE PREFERRED STOCK OF

BTCS INC.


 


I,
Charles Allen, hereby certify that I am the Chief Executive Officer of BTCS Inc. (the “Corporation”), a corporation
organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify:


 


That
pursuant to the authority expressly conferred upon the Board of Directors of the Corporation (the “Board of Directors”)
by the Corporation’s Articles of Incorporation, as amended (the “Articles of Incorporation”), the Board
of Directors, by unanimous written consent of its directors pursuant to Section 78.315 of the NRS, on May 24, 2017, adopted the
following resolutions in connection with designating shares of stock as Series C Convertible Preferred Stock, none of which shares
have been issued:


 


RESOLVED,
that the Board of Directors designates the Series C Convertible Preferred Stock and the number of shares constituting such series,
and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in
the Articles of Incorporation as follows:


 


TERMS
OF SERIES C CONVERTIBLE PREFERRED STOCK


 


1. Designation
and Number of Shares. There shall hereby be created and established a series of preferred stock of the
Corporation designated as “Series C Convertible Preferred Stock” (the “Preferred Shares”). The
authorized number of Preferred Shares shall be 175,000 shares. Each Preferred Share shall have a par value of $0.001.
Capitalized terms not defined herein shall have the meaning as set forth in Section 30 below.


 


2. Ranking.
Except to the extent that the holders of at least a majority of the outstanding Preferred Shares which shall include Cavalry
Fund I LP (“Cavalry”) as long as it owns at least five percent (5%) of the Preferred Shares (the
“Required Holders”) expressly consent to the creation of Parity Stock (as defined below) or Senior
Preferred Stock (as defined below) in accordance with Section 15, all shares of capital stock of the Corporation shall be
junior in rank to all Preferred Shares with respect to the preferences as to dividends, distributions and payments upon the
liquidation, dissolution and winding up of the Corporation (such junior stock is referred to herein collectively as
“Junior Stock”). The rights of all such shares of capital stock of the Corporation shall be subject to the
rights, powers, preferences and privileges of the Preferred Shares. Without limiting any other provision of this Certificate
of Designations, without the prior express consent of the Required Holders, voting separate as a single class, the
Corporation shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank
to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation,
dissolution and winding up of the Corporation (collectively, the “Senior Preferred Stock”), (ii) of pari
passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the
liquidation, dissolution and winding up of the Corporation (collectively, the “Parity Stock”) or (iii) any
Junior Stock having a maturity date (or any other date requiring redemption or repayment of such shares of Junior Stock) that
is prior to the date no Preferred Shares remain outstanding. Except as provided for herein, in the event of the merger or
consolidation of the Corporation into another corporation, the Preferred Shares shall maintain their relative rights,
powers, designations, privileges and preferences provided for herein for a period of at least two years following such merger
or consolidation and no such merger or consolidation shall cause result inconsistent therewith.


 




    	 



    	 



    

 


3. Dividends
and Distributions. Each Holder of Preferred Shares shall be entitled to receive dividends or distributions on each
Preferred Share on an “as converted” into Common Stock basis as provided in Section 4 hereof when and if
dividends are declared on the Common Stock by the Board of Directors. Dividends shall be paid in cash or property, as
determined by the Board of Directors.


 


4. Conversion.
At any time after the Subscription Date, each Preferred Share shall be convertible into validly issued, fully paid and
non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 4.


 


(a) Holder’s
Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Subscription Date,
each Holder shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly
issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as
defined below). The Corporation shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance
would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round such fraction of a share
of Common Stock up to the nearest whole share. The Corporation shall pay any and all transfer, stamp, issuance and similar
taxes, costs and expenses (including fees and expenses of the Transfer Agent (as defined below)) that may be payable with
respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount (as defined below).


 


(b) Conversion
Rate. The number of shares of Common Stock issuable upon conversion of any Preferred Share pursuant to Section 4(a)
shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price and multiplying
the quotient by two hundred (200) (the “Conversion Rate”):


 


(i)
“Conversion Amount” means, with respect to each Preferred Share,
as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) the Additional Amount thereon and
any accrued and unpaid Late Charges with respect to such Stated Value and Additional Amount as of such date of determination.


 


(ii)
“Conversion Price” means, with respect to each Preferred Share, as
of any Conversion Date or other date of determination, $0.07, subject to adjustment as provided herein.


 


(c) Mechanics
of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:


 




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(i)
Optional Conversion. To convert a Preferred Share into shares of Common Stock
on any date (a “Conversion Date”), a Holder shall deliver (via, electronic mail or otherwise), for receipt
on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred
Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”)
to the Corporation. If required by Section 4(c)(iii), within three (3) Trading Days following a conversion of any such Preferred
Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation
the original certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted
as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction
as contemplated by Section 16). On or before the first (1st) Trading Day following the date of receipt of a Conversion
Notice, the Corporation shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit
II, of receipt of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer
Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice
in accordance with the terms herein. On or before the third (3rd) Trading Day following the date of receipt of a Conversion
Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement
of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice)
(the “Share Delivery Deadline”), the Corporation shall (1) provided that the Transfer Agent is participating
in The Depository Trust Corporation’s (“DTC”) Fast Automated Securities Transfer Program, credit such
aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified
in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common
Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s)
submitted for conversion pursuant to Section 4(c)(iii) is greater than the number of Preferred Shares being converted, then the
Corporation shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share
Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate (in
accordance with Section 17(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled to receive
the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on the Conversion Date.


 




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(ii)
Corporation’s Failure to Timely Convert. If the Corporation shall fail, for any
reason or for no reason, on or prior to the applicable Share Delivery Deadline, to issue to such Holder a certificate for the
number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Corporation’s
share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of
Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be)
(a “Conversion Failure”), then, in addition to all other remedies available to such Holder, (X) the Corporation
shall pay in cash to such Holder on each day after the Share Delivery Deadline and during such Conversion Failure an amount equal
to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to such Holder on or prior to the Share
Delivery Deadline and to which such Holder is entitled, multiplied by (B) the closing price of the Common Stock on the applicable
Conversion Date and ending on the applicable Share Delivery Deadline, and (Y) such Holder, upon written notice to the Corporation,
may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all, or any portion, of such
Preferred Shares that has not been converted pursuant to such Conversion Notice; provided that the voiding of an Conversion Notice
shall not affect the Corporation’s obligations to make any payments which have accrued prior to the date of such notice
pursuant to this Section 4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Corporation shall fail to issue
and deliver to such Holder (or its designee) a certificate and register such shares of Common Stock on the Corporation’s
share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer
Agent shall fail to credit the balance account of such Holder or such Holder’s designee with DTC for the number of shares
of Common Stock to which such Holder is entitled upon such Holder’s exercise hereunder or pursuant to the Corporation’s
obligation pursuant to clause (II) below and if on or after such Share Delivery Deadline such Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of
the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number
of shares of Common Stock, issuable upon such conversion that such Holder so is entitled to receive from the Corporation, then,
in addition to all other remedies available to such Holder, the Corporation shall, within three (3) Business Days after receipt
of such Holder’s request and in such Holder’s discretion, either: (I) pay cash to such Holder in an amount equal to
such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares
of Common Stock so purchased (including by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”),
at which point the Corporation’s obligation to so issue and deliver such certificate or credit such Holder’s balance
account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion
hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation
to so issue and deliver to such Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s
balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion
hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on
any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance
and payment under this clause (II).


 




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(iii)
Registration; Book-Entry. The Corporation shall maintain a register (the “Register”)
for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares
(the “Registered Preferred Shares”). The entries in the Register shall be conclusive and binding for all purposes
absent manifest error. The Corporation and each Holder of the Preferred Shares shall treat each Person whose name is recorded
in the Register as the owner of a Preferred Share for all purposes (including the right to receive payments and dividends hereunder)
notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration
of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell one or more Registered
Preferred Shares by such Holder thereof, the Corporation shall record the information contained therein in the Register and issue
one or more new Registered Preferred Shares in the same aggregate Stated Value as the Stated Value of the surrendered Registered
Preferred Shares to the designated assignee or transferee pursuant to Section 17, provided that if the Corporation does not so
record an assignment, transfer or sale (as the case may be) of such Registered Preferred Shares within two (2) Business Days of
such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case
may be). Notwithstanding anything to the contrary set forth in this Section 4, following conversion of any Preferred Shares in
accordance with the terms hereof, the applicable Holder shall not be required to physically surrender such Preferred Shares to
the Corporation unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate
are being converted (in which event such certificate(s) shall be delivered to the Corporation as contemplated by this Section
4(c)(iii)) or (B) such Holder has provided the Corporation with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of Preferred Shares upon physical surrender of the applicable Preferred Share Certificate. Each
Holder and the Corporation shall maintain records showing the Stated Value, dividends and Late Charges converted and/or paid (as
the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably
satisfactory to such Holder and the Corporation, so as not to require physical surrender of a Preferred Share Certificate upon
conversion. If the Corporation does not update the Register to record such Stated Value, dividends and Late Charges converted
and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business
Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any
dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to which the record holder is
entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by
acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of
any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred
Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend:


 




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ANY
TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS
RELATING TO THE SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER
OF SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES C PREFERRED
STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES
C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.


 


(iv)
       Pro Rata Conversion; Disputes. In the event that the Corporation receives a Conversion
Notice from more than one Holder for the same Conversion Date and the Corporation can convert some, but not all, of such Preferred
Shares submitted for conversion, the Corporation shall convert from each Holder electing to have Preferred Shares converted on
such date a pro rata amount of such Holder’s Preferred Shares submitted for conversion on such date based on the number
of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares
submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder
in connection with a conversion of Preferred Shares, the Corporation shall issue to such Holder the number of shares of Common
Stock not in dispute and resolve such dispute in accordance with Section 21.


 




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(d) Limitation
on Beneficial Ownership. The Corporation shall not effect the conversion of any of the Preferred Shares held by a
Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the
terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if
never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution
Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of
Common Stock outstanding immediately after giving effect to such conversion (which provision may be waived by such Holder by
written notice from such Holder to the Corporation, which notice shall be effective 61 calendar days after the date of such
notice). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such
Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other
Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect
to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable
upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other
Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the
Corporation (including any convertible notes, convertible preferred stock or warrants, including the Warrants) beneficially
owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the
limitation contained in this Section 4(d). For purposes of this Section 4(d), beneficial ownership shall be calculated in
accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a
Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the Corporation’s most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the
case may be, (y) a more recent public announcement by the Corporation or (z) any other written notice by the Corporation
or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported
Outstanding Share Number”). If the Corporation receives a Conversion Notice from a Holder at a time when the actual
number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Corporation shall notify
such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion
Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d), to exceed
the Maximum Percentage, such Holder must notify the Corporation of a reduced number of shares of Common Stock to be purchased
pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the
Corporation shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 such Preferred Shares, by such
Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the
event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder
and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the
number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so
issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the
Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and such Holder shall not have the power to vote or to transfer the Excess Shares. For purposes of clarity, the shares of
Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum
Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section
13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph
shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent
determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 4(d) to the extent necessary to correct this paragraph (or any
portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 4(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares. The
provisions of this Section 4(e) shall be of no further force or effect if the Holder participates in a subsequent transaction
with the Corporation which results in the Holder beneficially owning in excess of 4.99% of the number of shares of the Common
Stock outstanding which shall included securities convertible into Common Stock which do not contain a beneficial ownership
limitation.


 




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(e) Triggering
Event Conversion.


 


(i)
General. Subject to Section 4(d), at any time during the period commencing on the date
of the occurrence of a Triggering Event and ending on the earlier to occur of (x) the date of the cure of such Triggering Event
and (y) twenty (20) Trading Days after the date the Corporation delivers written notice to the Holder of such Triggering Event,
a Holder may, at such Holder’s option, by delivery of a Conversion Notice to the Corporation (the date of any such Conversion
Notice, each a “Triggering Event Conversion Date”), convert all, or any number of Preferred Shares (such Conversion
Amount of the Preferred Shares to be converted pursuant to this Section 4(e), the “Triggering Event Conversion Amount”)
into shares of Common Stock at the Triggering Event Conversion Price (each, a “Triggering Event Conversion”).


 


(ii)
Mechanics of Triggering Event Conversion. On any Triggering Event Conversion Date,
a Holder may voluntarily convert any Triggering Event Conversion Amount pursuant to Section 4(c) (with “Triggering Event
Conversion Price” replacing “Conversion Price” for all purposes hereunder with respect to such Triggering Event
Conversion and “Redemption Premium of the Conversion Amount” replacing “Conversion Amount” in clause (x)
of the definition of Conversion Rate above with respect to such Triggering Event Conversion) by designating in the Conversion
Notice delivered pursuant to this Section 4(e) of this Certificate of Designations that such Holder is electing to use the Triggering
Event Conversion Price for such conversion. Notwithstanding anything to the contrary in this Section 4(e), but subject to Section
4(d), until the Corporation delivers shares of Common Stock representing the applicable Triggering Event Conversion Amount to
such Holder, such Triggering Event Conversion Amount may be converted by such Holder into shares of Common Stock pursuant to Section
4(c) without regard to this Section 4(e).


 




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5. Reserved.


 


6. Redemptions.


 


(a) Mandatory
Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any
conversion that is then required or in process, upon any Bankruptcy Triggering Event, the Corporation shall immediately
redeem, in cash, each of the Preferred Shares then outstanding at a redemption price (the “Bankruptcy Redemption
Price”) equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the
Redemption Premium and (ii) the product of (X) the Conversion Rate then in effect with respect to the Conversion Amount
multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the greatest closing sale price of the Common
Stock on any Trading Day during the period commencing on the date immediately preceding such Bankruptcy Triggering Event and
ending on the date the Corporation makes the entire payment required to be made under this Section 6(a), without the
requirement for any notice or demand or other action by any Holder or any other person or entity, provided that a Holder may,
in its sole discretion, waive such right to receive payment upon a Bankruptcy Triggering Event, in whole or in part, and any
such waiver shall not affect any other rights of such Holder or any other Holder hereunder, including any other rights in
respect of such Bankruptcy Triggering Event, any right to conversion, and any right to payment of such Triggering Event
Redemption Price or any other Redemption Price, as applicable.


 


(b) Redemption
Mechanics. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time a
Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of such Holder
delivered in writing to the Corporation, the applicable Redemption Price hereunder shall be increased by the amount of such
cash payment owed to such Holder under such other Transaction Document and, upon payment in full or conversion in accordance
herewith, shall satisfy the Corporation’s payment obligation under such other Transaction Document. In the event of a
redemption of less than all of the Preferred Shares, the Corporation shall promptly cause to be issued and delivered to such
Holder a new Preferred Share Certificate (in accordance with Section 17) representing the number of Preferred Shares which
have not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to a Holder within the
time period required for any reason (including to the extent such payment is prohibited pursuant to the NRS), at any time
thereafter and until the Corporation pays such unpaid Redemption Price in full, such Holder shall have the option, in lieu of
redemption, to require the Corporation to promptly return to such Holder all or any of the Preferred Shares that were
submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been
paid. Upon the Corporation’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with
respect to such Preferred Shares, and (y) the Corporation shall immediately return the applicable Preferred Share
Certificate, or issue a new Preferred Share Certificate (in accordance with Section 17(d)), to such Holder, and in each case
the Additional Amount of such Preferred Shares shall be increased by an amount equal to the difference between (1) the
applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 6(b), if applicable) minus (2) the
Stated Value portion of the Conversion Amount submitted for redemption.


 




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(c) Redemption
by Multiple Holders. Upon the Corporation’s receipt of a Redemption Notice from any Holder for redemption or
repayment as a result of an event or occurrence substantially similar to the events or occurrences described in this Section 6(a),
the Corporation shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to each other
Holder by electronic mail a copy of such notice. If the Corporation receives one or more Redemption Notices, during the seven
(7) Business Day period beginning on and including the date which is three (3) Business Days prior to the Corporation’s
receipt of the initial Redemption Notice and ending on and including the date which is three (3) Business Days after the
Corporation’s receipt of the initial Redemption Notice and the Corporation is unable to redeem all principal, interest
and other amounts designated in such initial Redemption Notice and such other Redemption Notices received during such seven
(7) Business Day period, then the Corporation shall redeem a pro rata amount from each Holder based on the principal amount
of the Preferred Shares submitted for redemption pursuant to such Redemption Notices received by the Corporation during such
seven (7) Business Day period.


 


7. Rights
Upon Issuance of Purchase Rights and Other Corporate Events.


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 8 and 9 below, if at any time the Corporation grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to
all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then
each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete
conversion of all the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of
the Preferred Shares) held by such Holder immediately prior to 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 such
Holder’s right to participate in any such Purchase Right would result in such Holder and the other Attribution Parties
exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Purchase Right to the extent
of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of
such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall
be held in abeyance for such Holder until such time or times , if ever, as its right thereto would not result in such Holder
and the other Attribution Parties exceeding the Maximum Percentage), at which time or times such Holder shall be granted such
right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to
be held similarly in abeyance) to the same extent as if there had been no such limitation.


 




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(b) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of
any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Corporation
shall make appropriate provision to insure that each Holder will thereafter have the right to receive upon a conversion of
all the Preferred Shares held by such Holder (i) in addition to the shares of Common Stock receivable upon such conversion,
such securities or other assets to which such Holder would have been entitled with respect to such shares of Common Stock had
such shares of Common Stock been held by such Holder upon the consummation of such Corporate Event (without taking into
account any limitations or restrictions on the convertibility of the Preferred Shares contained in this Certificate of
Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or
other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in
such amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been
issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate
for such consideration commensurate with the Conversion Rate. Provision made pursuant the proceeding sentence shall be in a
form and substance satisfactory to the Holder. The provisions of this Section 7 shall apply similarly and equally to
successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of the
Preferred Shares contained in this Certificate of Designations. “Fundamental Transaction” means the
occurrence of the Corporation (i) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or
more related transactions, (A) consolidating or merging with or into (whether or not the Corporation is the surviving
corporation) another Person, (B) selling, assigning, transferring, conveying or otherwise disposing of all or substantially
all of the properties or assets of the Corporation or any of its “significant subsidiaries” (as defined in Rule
1-02 of Regulation S-X) to one or more Persons, (C) making, or allowing one or more Persons to make, or allowing the
Corporation to be subject to or have its Common Stock be subject to or party to one or more Persons making, a purchase,
tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common
Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Persons
making or party to, or Affiliated with any Persons making or party to, such purchase, tender or exchange offer were not
outstanding; or (z) such number of shares of Common Stock such that all Persons making or party to, or Affiliated with any
Person making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in
Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, (D) consummating a stock or share
purchase agreement or other business combination (including a reorganization, recapitalization, spin-off or scheme of
arrangement) with one or more Persons whereby all such Persons, individually or in the aggregate, acquire, either (x) at
least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as
if any shares of Common Stock held by all the Persons making or party to, or Affiliated with any Persons making or party to,
such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common
Stock such that the Persons become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at
least 50% of the outstanding shares of Common Stock, or (E) reorganize, recapitalize or reclassify its
Common Stock;


 




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8. Rights
Upon Issuance of Other Securities.


 


(a) Adjustment
of Conversion Price upon Issuance of Common Stock. If on or after the Subscription Date the Corporation issues or
sells, or in accordance with this Section 8(a) is deemed to have issued or sold, any shares of Common Stock, including
the issuance or sale of shares of Common Stock owned or held by or for the account of the Corporation, but excluding any
Excluded Securities (issued or sold or deemed to have been issued or sold) for a consideration per share (the “New
Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue or sale
or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance,
the Conversion Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including
determining the adjusted Conversion Price and the New Issuance Price under this Section 8(a)), the following shall
be applicable:


 


(i)
Issuance of Options. If the Corporation in any manner grants or sells any Options and
the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or
upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant
to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Corporation at the time of the granting or sale of such Option for such price per share. For
purposes of this Section 8(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise
of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Corporation with respect to any one share of Common Stock upon the granting or sale of
such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon
exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option
for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the
sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option,
upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such
Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion
Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise
of such Options or otherwise pursuant to the terms thereof or upon the actual issuance of such share of Common Stock upon conversion,
exercise or exchange of such Convertible Securities.


 




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(ii)
Issuance of Convertible Securities. If the Corporation in any manner issues or sells
any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the
issuance or sale of such Convertible Securities for such price per share. For purposes of this Section 8(a)(ii), the “lowest
price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if
any) received or receivable by the Corporation with respect to one share of Common Stock upon the issuance or sale of the Convertible
Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and
(y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the
holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value
of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any
other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance
of such share of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the
terms thereof, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment
of the Conversion Price has been or is to be made pursuant to other provisions of this Section 8(a), except as contemplated below,
no further adjustment of the Conversion Price shall be made by reason of such issue or sale.


 


(iii)
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided
for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible
Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of
Common Stock increases or decreases at any time, the Conversion Price in effect at the time of such increase or decrease shall
be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided
for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate (as the case
may be) at the time initially granted, issued or sold. For purposes of this Section 8(a)(iii), if the terms of any Option or Convertible
Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion
or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to
this Section 8(a) shall be made if such adjustment would result in an increase of the Conversion Price then in effect.


 




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(iv)
Calculation of Consideration Received. If any Option and/or Convertible Security is
issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Corporation (as determined
by the Required Holders, the “Primary Security”, and such Option and/or Convertible Security, the “Secondary
Securities”), together comprising one integrated transaction (or one or more transactions if such issuances or sales
or deemed issuances or sales of securities of the Corporation either (A) have at least one investor or purchaser in common, (B)
are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing), the consideration
per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest
price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant
to Section 8(a)(i) or 8(a)(ii) above, as applicable) solely with respect to such Primary Security, minus (y) with respect to such
Secondary Securities, the sum of (A) the Consideration Value of each such Option, if any, (B) the fair market value (as determined
by the Required Holders in good faith) or the Consideration Value, as applicable, and (C) the fair market value (as determined
by the Required Holder) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with
this Section 8(a)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common
Stock, Option or Convertible Security) will be deemed to be the net amount of consideration received by the Corporation therefor.
If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash (for the
purpose of determining the consideration paid for such Common Stock, Option or Convertible Security), the amount of such consideration
received by the Corporation will be the fair value of such consideration, except where such consideration consists of publicly
traded securities, in which case the amount of consideration received by the Corporation for such securities will be the average
VWAP of such security for the five (5) Trading Day period immediately preceding the date of receipt. The fair value of any consideration
other than cash or publicly traded securities will be determined jointly by the Corporation and the Required Holders. If such
parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation
Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th)
day following such Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required
Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and
expenses of such appraiser shall be borne by the Holders.


 




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(v)
Record Date. If the Corporation takes a record of the holders of shares of Common Stock
for the purpose of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or
in Convertible Securities or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then
such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right
of subscription or purchase (as the case may be).


 


(b) Holder’s
Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 8(b) or
the Securities Purchase Agreement, if the Corporation in any manner issues or sells
or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any such securities,
“Variable Price Securities”) that are issuable pursuant to such agreement or convertible into or
exchangeable or exercisable for shares of Common Stock pursuant to such Options or Convertible Securities, as applicable, at
a price which varies with the market price of the shares of Common Stock (the “Variable Price”), the
Corporation shall provide written notice thereof via (i) electronic mail or (ii) overnight courier to each Holder on the date
of such agreement and/or the issuance of such shares of Common Stock, Convertible Securities or Options, as applicable. From
and after the date the Corporation enters into such agreement or issues any such Variable Price Securities, each Holder shall
have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon
conversion of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion of Preferred Shares
that solely for purposes of such conversion such Holder is relying on the Variable Price rather than the Conversion Price
then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of Preferred Shares shall
not obligate such Holder to rely on a Variable Price for any future conversions of Preferred Shares. Provided; further, that
the provisions of this Section 8(b) shall not apply to any Excluded Securities.


 


(c) Calculations.
All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned
or held by or for the account of the Corporation, and the disposition of any such shares shall be considered an issue or sale
of Common Stock.


 


(d) Voluntary
Adjustment by Corporation. The Corporation may at any time while any Preferred Shares remain outstanding, reduce the
then current Conversion Price to any amount and for any period of time deemed appropriate by the Board of
Directors.


 




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(e) Excluded
Securities. No adjustments contained in this Section 8 shall be made upon the sale or issuance of any Excluded
Securities sold or deemed to have been sold.


 


(f) Termination.
The provisions of this Section 8 shall terminate and be of no further force or effect on the earlier of: (A) the two (2)
year anniversary of the Closing Date and (B) ninety (90) days following the effective date of any transaction resulting in a
merger or consolidation of the Corporation with or into another corporation that is not an Affiliate.


 


9. Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 8(a), if
the Corporation at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock
combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock
into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. Without limiting any provision of Section 8(a), if the Corporation at any time on or after the Subscription Date
combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more
classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately
prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 9 shall become effective
immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this
Section 9 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion
Price shall be adjusted appropriately to reflect such event.


 


10. Noncircumvention.
The Corporation hereby covenants and agrees that the Corporation will not, by amendment of its Articles of Incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of
Designations and take all action as may be required to protect the rights of the Holders. Without limiting the generality of
the foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Corporation
(a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares
above the Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that
the Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of
Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and
keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion
of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the
conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained
herein).


 




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11. Authorized
Shares.


 


(a) Reservation.
So long as any Preferred Shares remain outstanding, the Corporation shall at all times reserve at least 300% of the number
of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Preferred Shares
then outstanding and the exercise of all warrants then outstanding (without regard to any limitations on conversions) (the
“Required Reserve Amount”). The Required Reserve Amount (including each increase in the number of shares
so reserved) shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on
the Subscription Date or increase in the number of reserved shares, as the case may be (the “Authorized Share
Allocation”). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred
Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares
of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the
remaining Holders of Preferred Shares, pro rata based on the number of the Preferred Shares then held by the
Holders.


 


(b) Insufficient
Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, while any of the Preferred Shares
remain outstanding the Corporation does not have a sufficient number of authorized and unreserved shares of Common Stock to
satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common
Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Corporation shall
immediately take all action necessary to increase the Corporation’s authorized shares of Common Stock to an amount
sufficient to allow the Corporation to reserve the Required Reserve Amount for the Preferred Shares then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the
Corporation shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of
Common Stock. In connection with such meeting, the Corporation shall provide each stockholder with a proxy statement and
shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock
and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. In lieu of a meeting of
stockholders, the Corporation may effect such action by written consent in accordance with Section 14(c) of the 1934 Act.
Except as provided in the first sentence of Section 11(a), in the event that the Corporation is prohibited from issuing
shares of Common Stock to a Holder upon any conversion due to the failure by the Corporation to have sufficient shares of
Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common
Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to such
Holder, the Corporation shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible
into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure
Shares and (y) the average closing sale prices of the Common Stock on the Trading Days during the period commencing on the
date such Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the
Corporation and ending on the date of such issuance under this Section 111(a). Nothing contained in this Section shall limit
any obligations of the Corporation under any provision of the Securities Purchase Agreement.


 




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12. Voting
Rights. Subject to Section 4(d) and the Maximum Percentage, each Holder shall be entitled to the whole number of votes
equal to the number of shares of Common Stock into which such holder’s Preferred Shares would be convertible on the
record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting
rights and powers of the Common Stock. To the extent that under the NRS the vote of the holders of the Preferred Shares,
voting separately as a class or series as applicable, is required to authorize a given action of the Corporation, the
affirmative vote or consent of the holders of all of the shares of the Preferred Shares, voting together in the aggregate and
not in separate series unless required under the NRS, represented at a duly held meeting at which a quorum is presented or by
written consent of the Required Holders (except as otherwise may be required under the NRS), voting together in the aggregate
and not in separate series unless required under the NRS, shall constitute the approval of such action by both the class or
the series, as applicable. Subject to Section 4(d), to the extent that under the NRS holders of the Preferred Shares are
entitled to vote on a matter with holders of shares of Common Stock, voting together as one class, each Preferred Share shall
entitle the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into
which it is then convertible (subject to the ownership limitations specified in Section 4(d) hereof and the Maximum
Percentage) using the record date for determining the stockholders of the Corporation eligible to vote on such matters as the
date as of which the Conversion Price is calculated. Holders of the Preferred Shares shall be entitled to written notice of
all stockholder meetings or written consents (and copies of proxy materials and other information sent to stockholders) with
respect to which they would be entitled by vote, which notice would be provided pursuant to the Corporation’s bylaws
and the NRS.


 


13. Liquidation,
Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of
the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders (the
“Liquidation Funds”), before any amount shall be paid to the holders of any of shares of Junior Stock, but
pari passu with any Parity Stock then outstanding, an amount per Preferred Share equal to the greater of (A) the Conversion
Amount thereof on the date of such payment and (B) the amount per share such Holder would receive if such Holder converted
such Preferred Shares into Common Stock immediately prior to the date of such payment, provided that if the Liquidation Funds
are insufficient to pay the full amount due to the Holders and holders of shares of Parity Stock, then each Holder and each
holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds
payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance with their respective
certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders
of Preferred Shares and all holders of shares of Parity Stock. To the extent necessary, the Corporation shall cause such
actions to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a
Liquidation Event to be distributed to the Holders in accordance with this Section. All the preferential amounts to be paid
to the Holders under this Section shall be paid or set apart for payment before the payment or setting apart for payment of
any amount for, or the distribution of any Liquidation Funds of the Corporation to the holders of shares of Junior Stock in
connection with a Liquidation Event as to which this Section applies.


 




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14. Distribution
of Assets. In addition to any adjustments pursuant to Section 8 and 9, if the Corporation shall declare or make any
dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common
Stock, by way of return of capital or otherwise (including 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) (the “Distributions”), then each Holder, as holders of Preferred Shares, will be entitled to
such Distributions as if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of the
Preferred Shares (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares)
immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of
which the record holders of Common Stock are to be determined for such Distributions (provided, however, that
to the extent that such Holder’s right to participate in any such Distribution would result in such Holder and the
other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such
Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of
Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of
such Distribution shall be held in abeyance for such Holder until such time or times as its right thereto would not result in
such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder
shall be granted such rights (and any rights under this Section 14 on such initial rights or on any subsequent such rights to
be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


15. Vote
to Change the Terms of or Issue Preferred Shares. Except as may be provided for in the Securities Purchase Agreement,
and in addition to any other rights provided by law, except where the vote or written consent of the holders of a greater
number of shares is required by law or by another provision of the Articles of Incorporation, without first obtaining the
affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders,
voting together as a single class, the Corporation shall not: (a) amend or repeal any provision of, or add any provision to,
its Articles of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of
shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges
or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be
by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease
(other than by conversion) the authorized number of Preferred Shares; (c) without limiting any provision of Section 1,
create or authorize (by reclassification or otherwise) any new class or series of shares that has a preference over or is on
a parity with the Preferred Shares with respect to dividends or the distribution of assets on the liquidation, dissolution or
winding up of the Corporation; (d) purchase, repurchase or redeem any shares of capital stock of the Corporation junior in
rank to the Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been approved by
the Board of Directors) with employees giving the Corporation the right to repurchase shares upon the termination of
services); (e) without limiting any provision of Section 1, pay dividends or make any other distribution on any shares
of any capital stock of the Corporation junior in rank to the Preferred Shares; (f) issue any Preferred Shares or preferred
stock other than as provided in Section 1; (g) until the one year anniversary of the Closing Date, enter into (i) any
mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument, under which there
may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due that involves,
either individually or in aggregate with other such agreements, obligations greater than $75,000.00, and (ii) any equipment
lease, agreement evidencing purchase money security interests, or other similar transaction in the ordinary course of
business that involves, either individually or in aggregate with other such agreements, obligations greater than
$75,000.00 or (h) without limiting any provision of Section 8 and 9, whether or not prohibited by the terms of
the Preferred Shares, circumvent a right of the Preferred Shares.


 




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16. Transfer
of Preferred Shares. A Holder may transfer some or all of its Preferred Shares without the consent of the
Corporation.


 


17. Reissuance
of Preferred Certificates.


 


(a) Transfer.
If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share
Certificate to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a
new Preferred Share Certificate (in accordance with Section 17(d)), registered as such Holder may request, representing the
outstanding number of Preferred Shares being transferred by such Holder and, if less than the entire outstanding number of
Preferred Shares is being transferred, a new Preferred Share Certificate (in accordance with Section 17(d)) to such Holder
representing the outstanding number of Preferred Shares not being transferred. Such Holder and any assignee, by acceptance of
the Preferred Share Certificate, acknowledge and agree that, by reason of the provisions of Section 4(c)(i) following
conversion or redemption of any of the Preferred Shares, the outstanding number of Preferred Shares represented by the
Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred Shares.


 


(b) Lost,
Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Corporation of evidence reasonably satisfactory to
the Corporation of the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written
certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or
destruction, of any indemnification undertaking by the applicable Holder to the Corporation in customary and reasonable form
and, in the case of mutilation, upon surrender and cancellation of such Preferred Share Certificate, the Corporation shall
execute and deliver to such Holder a new Preferred Share Certificate (in accordance with Section 17(d)) representing the
applicable outstanding number of Preferred Shares.


 


(c) Preferred
Share Certificate Exchangeable for Different Denominations. Each Preferred Share Certificate is exchangeable, upon the
surrender hereof by the applicable Holder at the principal office of the Corporation, for a new Preferred Share Certificate
or Preferred Share Certificate(s) (in accordance with Section 17(d)) representing in the aggregate the outstanding number of
the Preferred Shares in the original Preferred Share Certificate, and each such new 17(d) will represent such portion of such
outstanding number of Preferred Shares from the original Preferred Share Certificate as is designated by such Holder at the
time of such surrender.


 




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(d) Issuance
of New Preferred Share Certificate. Whenever the Corporation is required to issue a new Preferred Share Certificate
pursuant to the terms of this Certificate of Designations, such new Preferred Share Certificate (i) shall represent, as
indicated on the face of such Preferred Share Certificate, the number of Preferred Shares remaining outstanding (or in the
case of a new Preferred Share Certificate being issued pursuant to Section 17(a) or Section 17(c), the number of Preferred
Shares designated by such Holder which, when added to the number of Preferred Shares represented by the other new Preferred
Share Certificates issued in connection with such issuance, does not exceed the number of Preferred Shares remaining
outstanding under the original Preferred Share Certificate immediately prior to such issuance of new Preferred Share
Certificate), and (ii) shall have an issuance date, as indicated on the face of such new Preferred Share Certificate, which
is the same as the issuance date of the original Preferred Share Certificate.


 


18. Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of
Designations shall be cumulative and in addition to all other remedies available under this Certificate of Designations and
any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit any Holder’s right to pursue actual and consequential damages for
any failure by the Corporation to comply with the terms of this Certificate of Designations. The Corporation covenants to
each Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.
Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof)
shall be the amounts to be received by a Holder and shall not, except as expressly provided herein, be subject to any other
obligation of the Corporation (or the performance thereof). The Corporation acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be
inadequate. The Corporation therefore agrees that, in the event of any such breach or threatened breach, each Holder shall be
entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent
injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of
proving actual damages and without posting a bond or other security. The Corporation shall provide all information and
documentation to a Holder that is requested by such Holder to enable such Holder to confirm the Corporation’s
compliance with the terms and conditions of this Certificate of Designations.


 


19. Payment
of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for
collection or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to
collect amounts due under this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions
of this Certificate of Designations or (b) there occurs any bankruptcy, reorganization, receivership of the Corporation or
other proceedings affecting Corporation creditors’ rights and involving a claim under this Certificate of Designations,
then the Corporation shall pay the costs incurred by such Holder for such collection, enforcement or action or in connection
with such bankruptcy, reorganization, receivership or other proceeding, including attorneys’ fees and
disbursements.


 




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20. Construction;
Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Corporation and the Holders and
shall not be construed against any such Person as the drafter hereof. The headings of this Certificate of Designations are
for convenience of reference and shall not form part of, or affect the interpretation of, this Certificate of Designations.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms
“herein,” “hereunder,” “hereof” and words of like import refer to this entire Certificate
of Designations instead of just the provision in which they are found. Unless expressly indicated otherwise, all section
references are to sections of this Certificate of Designations. Terms used in this Certificate of Designations and not
otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on
the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Required
Holders.


 


21. Failure
or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it
is in writing and signed by an authorized representative of the waiving party. This Certificate of Designations shall be
deemed to be jointly drafted by the Corporation and all Holders and shall not be construed against any Person as the drafter
hereof. Notwithstanding the foregoing, nothing contained in this Section 21 shall permit any waiver of any provision of
Section 20.


 


22. Dispute
Resolution.


 


(a) Submission
to Dispute Resolution.


 


(i)
In the case of a dispute relating to the closing sale price, a Conversion Price, Triggering
Event Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable Redemption
Price (as the case may be) (including a dispute relating to the determination of any of the foregoing), the Corporation or the
applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Corporation,
within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by such Holder at
any time after such Holder learned of the circumstances giving rise to such dispute. If such Holder and the Corporation are unable
to promptly resolve such dispute relating to such closing bid price, such closing sale price, such Conversion Price, such Triggering
Event Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable
Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial notice
by the Corporation or such Holder (as the case may be) of such dispute to the Corporation or such Holder (as the case may be),
then such Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.


 




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(ii)
Such Holder and the Corporation shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 21(a) and (B) written documentation supporting its position with respect
to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately
following the date on which such Holder selected such investment bank (the “Dispute Submission Deadline”) (the
documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required
Dispute Documentation”) (it being understood and agreed that if either such Holder or the Corporation fails to so deliver
all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the
Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Corporation and such Holder or otherwise requested by such investment bank,
neither the Corporation nor such Holder shall be entitled to deliver or submit any written documentation or other support to such
investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)
The Corporation and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Corporation
and such Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne solely by the Corporation, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b) Miscellaneous.
The Corporation expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate between the
Corporation and each Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil
Practice Law and Rules (“CPLR”) and that any Holder is authorized to apply for an order to compel
arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 22, (ii) a dispute relating to a
Conversion Price includes disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred
under Section 8(a), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C)
whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of
Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible
Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Certificate of Designations and each other
applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the
applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings,
determinations and the like that such investment bank determines are required to be made by such investment bank in
connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such
findings, determinations and the like to the terms of this Certificate of Designations and any other applicable Transaction
Documents, (iv) the applicable Holder (and only such Holder with respect to disputes solely relating to such Holder), in its
sole discretion, shall have the right to submit any dispute described in this Section 22 to any state or federal court
sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 22 and
(v) nothing in this Section 22 shall limit such Holder from obtaining any injunctive relief or other equitable remedies
(including with respect to any matters described in this Section 22).


 




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23. Notices;
Currency; Payments.


 


(a) Notices.
The Corporation shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to
the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason
therefor. Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein,
such notice must be in writing and shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The
Corporation shall provide each Holder with prompt written notice of all actions taken pursuant to this Certificate of
Designations, including in reasonable detail a description of such action and the reason therefore. Without limiting the
generality of the foregoing, the Corporation shall give written notice to each Holder (i) immediately upon any adjustment of
the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at
least fifteen (15) days prior to the date on which the Corporation closes its books or takes a record (A) with respect to any
dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common
Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being
provided to such Holder.


 


(b) Currency.
All dollar amounts referred to in this Certificate of Designations are in United States Dollars (“U.S.
Dollars”), and all amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts
denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the
Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to
be converted into U.S. Dollars pursuant to this Certificate of Designations, the U.S. Dollar exchange rate as published in
the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is
calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period of
time).


 


(c) Payments.
Whenever any payment of cash is to be made by the Corporation to any Person pursuant to this Certificate of Designations,
unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a
certified check drawn on the account of the Corporation and sent via overnight courier service to such Person at such address
as previously provided to the Corporation in writing (which address, in the case of each of the Buyers (as defined in the
Securities Purchase Agreement), shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase
Agreement), provided that such Holder may elect to receive a payment of cash via wire transfer of immediately available funds
by providing the Corporation with prior written notice setting out such request and such Holder’s wire transfer
instructions. Whenever any amount expressed to be due by the terms of this Certificate of Designations is due on any day
which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount due
under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the
Corporation in an amount equal to interest on such amount at the rate of eight percent (8%) per annum from the date such
amount was due until the same is paid in full (“Late Charge”).


 




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24. Waiver
of Notice. To the extent permitted by law, the Corporation hereby irrevocably waives demand, notice, presentment,
protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of
this Certificate of Designations and the Securities Purchase Agreement.


 


25. Governing
Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the
internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Nevada. Except as otherwise required by Section 22 above, the Corporation hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, 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 any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to
preclude any Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to
collect on the Corporation’s obligations to such Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit, or shall be deemed
or construed to limit, any provision of Section 22. THE CORPORATION HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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26. Judgment
Currency.


 


(a)
If for the purpose of obtaining or enforcing judgment against the Corporation in any court in any jurisdiction it becomes
necessary to convert into any other currency (such other currency being hereinafter in this Section 2525 referred to as the
“Judgment Currency”) an amount due in U.S. dollars under this Certificate of Designations, the conversion
shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:


 


(i)
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other
jurisdiction that will give effect to such conversion being made on such date: or


 


(ii)
the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date
as of which such conversion is made pursuant to this Section 26(a)(ii) being hereinafter referred to as the “Judgment
Conversion Date”).


 


(b)
If in the case of any proceeding in the court of any jurisdiction referred to in Section 26(a)(ii) above, there is a change
in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the
applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have
been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate
prevailing on the Judgment Conversion Date.


 


(c)
Any amount due from the Corporation under this provision shall be due as a separate debt and shall not be affected
by judgment being obtained for any other amounts due under or in respect of this Certificate of Designations.


 


27. Severability.
If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or
unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or
unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the
invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this
Certificate of Designations so long as this Certificate of Designations as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal
obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.
The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a
valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


28. Maximum
Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other
charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or
other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Corporation to the applicable Holder and thus refunded to the Corporation.


 




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29. Stockholder
Matters; Amendment.


 


(a)
Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Corporation
pursuant to the NRS, the Articles of Incorporation, this Certificate of Designations or otherwise with respect to the
issuance of Preferred Shares may be effected by written consent of the Corporation’s stockholders or at a duly called
meeting of the Corporation’s stockholders, all in accordance with the applicable rules and regulations of the NRS. This
provision is intended to comply with the applicable sections of the NRS permitting stockholder action, approval and consent
affected by written consent in lieu of a meeting.


 


(b) Amendment.
This Certificate of Designations or any provision hereof (other than Section 4(d)) may be modified or amended or the
provisions hereof waived with the written consent of the Company and either (i) a majority of the Holders of the Preferred
Shares issued pursuant to the Securities Purchase Agreement, which must include Cavalry as long as Cavalry (or any of its
Affiliates) owns at least five percent (5%) of the Preferred Shares issued pursuant to the SPA, or (ii) Cavalry as long as
Cavalry (or any of its Affiliates) owns at least five percent (5%) of the Preferred Shares issued pursuant to the Securities
Purchase Agreement. No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person to amend
or consent to a waiver or modification of any provision of any of the Transaction Documents (as defined in the Purchase
Agreement) unless the same consideration also is offered to all of the parties to the Transaction Documents. No waiver shall
be effective unless it is in writing and signed by an authorized representative of the waiving party.


 


30. Certain
Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following
meanings:


 


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


 


(b)
“Additional Amount” means, as of the applicable date of determination, with respect to each Preferred
Share, all declared and unpaid dividends on such Preferred Share.


 


(c)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is
controlled by, or is under common control with, such Person, it being understood for purposes of this definition that
“control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having
ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.


 


(d)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment
vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Subscription Date,
directly or indirectly managed or advised by a Holder’s investment manager or any of its Affiliates or principals, (ii)
any direct or indirect Affiliates of such Holder or any of the foregoing, (iii) any Person acting or who could be deemed to
be acting as a Group together with such Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership
of the Corporation’s Common Stock would or could be aggregated with such Holder’s and the other Attribution
Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively
such Holder and all other Attribution Parties to the Maximum Percentage.


 




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(e)
“Bankruptcy Triggering Events” means each of the following events:


 


(i)
bankruptcy, reorganization or liquidation proceedings or other proceedings for the relief
of debtors shall be instituted by or against the Corporation or any Subsidiary and, if instituted against the Corporation or any
Subsidiary by a third party, shall not be dismissed within thirty (30) days of their initiation;


 


(ii)
the commencement by the Corporation or any Subsidiary of a voluntary case or proceeding
under any applicable federal, state or foreign bankruptcy, reorganization or other similar law or of any other case or proceeding
to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document
in respect of the Corporation or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal,
state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Corporation or any Subsidiary or of any
substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition
of debts, or the occurrence of any other similar federal, state or foreign proceeding, the taking of corporate action by the Corporation
or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial
Code foreclosure sale or any other similar action under federal, state or foreign law;


 


(f)
the entry by a court of (A) a decree, order, judgment or other similar document in respect of the Corporation or any Subsidiary
of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or (B) a decree, order, judgment or other similar document adjudging the Corporation or any Subsidiary as
bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment
or composition of or in respect of the Corporation or any Subsidiary under any applicable federal, state or foreign law or (C)
a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Corporation or any Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such
other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;


 




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(g)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the
City of New York are authorized or required by law to remain closed.


 


(h)
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the
date the Corporation initially issued the Preferred Shares and the Warrants pursuant to the terms of the Securities Purchase
Agreement.


 


(i)
“Common Stock” means (i) the Corporation’s shares of common stock, $0.001 par value per share, and
(ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a
reclassification of such common stock.


 


(j)
“Consideration Value” means the value of the applicable Option, Convertible Security as of the date of
issuance thereof (as determined by the Board of Directors in good faith).


 


(k)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and
under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise
entitles the holder thereof to acquire, any shares of Common Stock.


 


(l)
“Excluded Securities” means those securities identified and defined as such in the Securities Purchase Agreement.


 


(m)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.


 


(n)
“Holder” or “Holders” means a holder of Preferred Shares.


 


(o)
“Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation or such Subsidiaries the assets of which constitute all
or substantially all of the assets of the business of the Corporation and its Subsidiaries, taken as a whole.


 


(p)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.


 


(q)
“OTC Markets” means OTC Markets Inc.


 




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(r)
“Person” means an individual, a limited liability Corporation, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency
thereof.


 


(s)
“Principal Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the
Nasdaq Global Market, the Nasdaq Capital Market, OTCPink, OTCQB, or OTCQX and any successor markets thereto.


 


(t)
“Redemption Notices” means, the Triggering Events Redemption Notices.


 


(u)
“Redemption Premium” means 120%.


 


(v)
“Redemption Prices” means Triggering Event Redemption Prices.


 


(w)
“SEC” means the Securities and Exchange Commission or the successor thereto.


 


(x)
“Securities Purchase Agreement” means that certain securities purchase agreement by and among the
Corporation and the holders of Preferred Shares, dated as of the Subscription Date, as may be amended from time in accordance
with the terms thereof.


 


(y)
“Stated Value” shall mean $0.07 per share, subject to adjustment for stock splits, stock dividends,
recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the
Subscription Date with respect to the Preferred Shares.


 


(z)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.


 


(aa)
“Subscription Date” with respect to any Holder means the date as of which both the Holder and the Corporation
have executed the Securities Purchase Agreement.


 


(bb)
“Subsidiary” when used with respect to any Person, means any corporation or other organization, whether incorporated
or unincorporated, of which (A) at least a majority of the securities or other interests having by their terms ordinary voting
power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or
other organization is directly or indirectly owned or controlled by such Person (through ownership of securities, by contract
or otherwise) or (B) such Person or any subsidiary of such Person is a general partner of any general partnership or a manager
of any limited liability company.


 


(cc)
“Trading Day” means any day on which the Common Stock is eligible to be traded on the Principal Market or securities
market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the
Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless
such day is otherwise designated as a Trading Day in writing by the Holder.


 




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(dd)
“Transaction Documents” means the Securities Purchase Agreement, this Certificate of Designations, the Warrants
and each of the other agreements and instruments entered into or delivered by the Corporation or any of the Holders in connection
with the transactions contemplated by the Securities Purchase Agreement, all as may be amended from time to time in accordance
with the terms thereof.


 


(ee)
“Triggering Event Conversion Price” means, as of any Triggering Event Conversion Date, 75% of the lowest VWAP
of the Common Stock during the five (5) consecutive Trading Day period immediately prior to such Triggering Event Conversion Date.
All such determinations to be appropriate adjusted for any stock split, stock dividend, stock combination or other similar transaction
during such measuring period.


 


(ff)
“Triggering Events” means each of the following events:


 


(i)
the suspension from trading or failure of the Common Stock to be trading, listed or quoted (as applicable) on the Principal
Market for a period of twenty (20) consecutive Trading Days;


 


(ii) except as otherwise provided herein, at any time following the tenth (10th)
consecutive day that a Holder’s Authorized Share Allocation (as defined in Section 11(a) above) is less than 300% of the
number of shares of Common Stock that such Holder would be entitled to receive upon a conversion, in full, of all of the Preferred
Shares then held by such Holder (without regard to any limitations on conversion set forth in this Certificate of Designations);


 


(iii)
any Bankruptcy Triggering Event occurs;


 


(iv) other than as specifically set forth in another clause of this definition, the Corporation
or any Subsidiary breaches any material representation or warranty in any material respect (other than representations or warranties
subject to material adverse effect or materiality, which may not be breached in any respect) or any material covenant or other
material term or material condition of any Transaction Document, except, in the case of a breach of a material covenant or other
material term or material condition that is curable, only if such breach remains uncured for a period of five (5) consecutive
Trading Days;


 


(v) a false or inaccurate certification (including a false or inaccurate deemed certification)
by the Corporation as to whether any Triggering Event has or has not occurred;


 


(vi)
the Corporation’s failure to pay any amount when and as due under this Certificate
of Designations (including the Corporation’s failure to pay any redemption payments or amounts hereunder), the Securities
Purchase Agreement or any other Transaction Document or any other agreement, document, certificate or other instrument delivered
in connection with the transactions contemplated hereby and thereby (in each case, whether or not permitted pursuant to the NRS),
except, in the case of a failure to pay Late Charges when and as due, in each such case only if such failure remains uncured for
a period of at least thirty (30) Trading Days;


 




    	31



    	 		 



    

 


(gg)
“VWAP” means, for any date, the price determined by the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Principal Market on which the Common Stock is then listed or quoted (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).


 


(hh)
“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all
warrants issued in exchange therefor or replacement thereof.


 


(ii)
“Warrant Shares” means, collectively, the shares of Common Stock issuable upon exercise of the
Warrants.


 


31. Disclosure.
Upon receipt or delivery by the Corporation of any notice in accordance with the terms of this Certificate of Designations,
unless the Corporation has in good faith determined that the matters relating to such notice do not constitute material,
non-public information relating to the Corporation or any of its Subsidiaries, the Corporation shall within one (1) Business
Day after any such receipt or delivery publicly disclose such material, non-public information on a Current Report on Form
8-K or otherwise. In the event that the Corporation believes that a notice contains material, non-public information relating
to the Corporation or any of its Subsidiaries, the Corporation so shall indicate to such Holder contemporaneously with
delivery of such notice, and in the absence of any such indication, such Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, non-public information relating to the Corporation or any of its
Subsidiaries. If the Corporation or any of its Subsidiaries provides material non-public information to a Holder that is not
simultaneously filed in a Current Report on Form 8-K and such Holder has not agreed to receive such material non-public
information, the Corporation hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the
Corporation, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with
respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information. Nothing
contained in this Section 31 shall limit any obligations of the Corporation, or any rights of any Holder, under the
Securities Purchase Agreement.


 


*
* * * *




    	32



    	 		 



    




 





IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of Series C Convertible Preferred Stock of BTCS Inc.
to be signed by its Chief Executive Officer and Secretary on this 24th day of May, 2017.


 


	 	BTCS
    INC
	 	 	 
	 	By:	 
	 	 	Charles
    Allen, Chief Executive Officer


 




    	33



    	 		 



    

 


EXHIBIT
I


 


BTCS
INC.


 


CONVERSION
NOTICE


 


Reference
is made to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of BTCS Inc. (the
“Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned
hereby elects to convert the number of shares of Series C Convertible Preferred Stock, $0.001 par value per share (the “Preferred
Shares”), of BTCS Inc., a Delaware corporation (the “Corporation”), indicated below into shares of
common stock, $0.001 par value per share (the “Common Stock”), of the Corporation, as of the date specified
below.


 


	Date
    of Conversion:	 
	 	 
	Aggregate
    number of Preferred Shares to be converted	 
	 	 
	Aggregate
    Stated Value of such Preferred Shares to be converted:	 
	 	 
	Aggregate
    accrued and unpaid dividends and accrued and unpaid Late Charges with respect to such Preferred Shares and such aggregate
    dividends to be converted:	 
	 	 
	AGGREGATE
    CONVERSION AMOUNT TO BE CONVERTED:	 
	 
	Please
    confirm the following information:
	 	 
	Conversion
    Price:	 
	 	 
	Number
    of shares of Common Stock to be issued:	 
	 
	Please
                                         issue the Common Stock into which the applicable Preferred Shares are being converted
                                         to Holder, or for its benefit, as follows:

         

        [  ]     Check
        here if requesting delivery as a certificate to the following name and to the following address:

	 
	Issue
    to:	 
	 	 
	 	 
	 	 
	      [  ]
            Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
    
	 
	DTC
    Participant:	 
	 	 
	DTC
    Number:	 
	 	 
	Account
    Number:	 
	 	 	 	 	 	 	 


Date:
_____________ __, ____


 


	 	 
	Name
    of Registered Holder	 
	 	 	 
	 	 	 
	By:	          	 
	 	Name:	 
	 	Title:	 






 





	 	Tax
    ID:	 	 
	 	 	 	 
	 	Facsimile:	 	 
	 	 	 	 
	E-mail
    Address:	 






 



    	34



    	 		 



    

 





EXHIBIT
II


 


ACKNOWLEDGMENT


 


The
Corporation hereby acknowledges this Conversion Notice and hereby directs _________________ to issue the above indicated number
of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Corporation and
acknowledged and agreed to by ________________________.


 


	 	BTCS INC
	 	 	 
	 	By:	
	 		Title:
	 	 	Name: