Exhibit 4.9


 





 


		 	ROSS MILLER
	 	Secretary of State
	 	204 North Carson Street, Suite 1
	 	Carson City, Nevada 89701-4520
	 	(775) 684-5708
	 	Website: www.nvsos.gov








	 	 	 	 
	 	 	Filed in the office Of	Document Number
	Amendment
    to	 	 	20140359429-79
	Certificate
    of Designation	 	Filing Date and Time
	After
    Issuance of Class or Series	 	Ross Miller	05/16/2014
    8:00 AM
	(PURSUANT TO NRS 78.1955)	 	Secretary of State	Entity Number
	 	 	State of Nevada	E0347732010-1
	 	 	 	 










	USE BLACK INK ONLY - DO NOT HIGHLIGHT
    	ABOVE SPACE IS FOR OFFICE USE ONLY


 


Certificate
of Amendment to Certificate of Designation


For
Nevada Profit Corporations


(Pursuant to NRS
78.1955 - After Issuance of Class or Series)


 


1.  Name
of corporation:


Overnear,
Inc.


 


2. Stockholder
approval pursuant to statute has been obtained.


 


3. The
class or series of stock being amended:


Series
B Convertible Preferred Stock


 


4. By
a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or
series is:


 


Pursuant
to the authority conferred upon the Board of Directors by the Articles of Incorporation, the Board of Directors hereby designates
2,000,000 shares of the preferred stock, par value $0,001 per share, of the Corporation as “Series B Preferred Stock”,
and the powers, designations, preferences and relative, participating, optional and other rights of the Series B Preferred Stock
and the qualifications, limitations and restrictions thereof, be, and they hereby are, as set forth in this certificate of designation
(this “Amended Certificate of Designation”), and in connection therewith, the officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed on behalf of the Corporation. See attached.


 


5. Effective
date of filing: (optional)


 


6.
Signature: (required)


 


	 	(must not be later than 90 days after the certificate
    is filed)


 


	/s/ Fred E. Tannous	 
	Signature of Officer	 


 


Filing Fee: $175.00


 


IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.


 


	 	Nevada Secretary of State NRS Amend Designation) -
    After
	This form must he accompanied by appropriate
    fees.	Revised: 3-6-09


 




    	 



    	 



    

 


AMENDED
CERTIFICATE OF DESIGNATION


OF


SERIES
B PREFERRED STOCK


OF


OVERNEAR,
INC.


 


Pursuant
to Section 78.1955 of the


Nevada
Revised Statutes


 


OverNear,
Inc., a Nevada corporation (the “Corporation”),
certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board
of Directors”) by the Amended Articles of Incorporation of the Corporation (as further amended from time to time,
the “Articles of Incorporation”), and in accordance
with the provisions of Section 78.1955 of the Nevada Revised Statutes, as amended (the “NRS”),
the Board of Directors, on March 26, 2014, adopted the following resolution creating a series of its preferred stock, par value
$0.001 per share:


 


RESOLVED,
that (1) pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, the Board
of Directors hereby designates 2,000,000 shares of the preferred stock, par value $0.001 per share, of the Corporation as “Series
B Preferred Stock”, and the powers, designations, preferences and relative, participating, optional and other rights of
the Series B Preferred Stock and the qualifications, limitations and restrictions thereof, be, and they hereby are, as set forth
in this certificate of designation (this “Amended Certificate
of Designation”), and (2) in connection therewith, the officers of the Corporation be, and each of them hereby
is, authorized, empowered and directed on behalf of the Corporation and in its name to execute and to file this Amended Certificate
of Designation with the Nevada Secretary of State:


 


Section
1.           Designation, Amount and Par Value. The series
of preferred stock created hereunder shall be designated as its Series B Preferred Stock (the “Series
B Preferred Stock”) and the number of
shares so designated shall be 2,000,000 (which shall not be subject to increase without the written consent of the holders of
a majority of the Series B Preferred Stock (each, a “Holder”
and collectively, the “Holders”)). Each
share of Series B Preferred Stock shall have a par value of $0.001 per share.


 


Section
2.           Voting Rights. Except as otherwise required
by law or expressly provided herein, each share of Series B Preferred Stock shall be entitled to vote on all
matters (except election or removal of directors of the Corporation) submitted or required to be submitted to a vote of
the stockholders of the Corporation and shall be entitled to One Hundred (100) votes of whole shares of Common Stock (subject
to certain adjustments set forth in Section 6)
(One Hundred (100) is referred as the “Vote Multiplier”
hereunder), at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date
is established, at the date such vote is taken or any written consent of stockholders is solicited. In each such case, except
as otherwise required by law or expressly provided herein, the holders of shares of Series B Preferred Stock and Common Stock
shall vote together and not as separate classes.


 




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Section
3.          Miscellaneous.


 


a)          Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing and delivered
personally, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth
below:


 


Attention:
Chief Executive Officer


1460
4th Street


Suite
304


Santa
Monica, CA 90401


 


Any
and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered
personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile
number or address of such Holder appearing on the books of the Corporation.


 


Any
notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m.
(New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


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


 


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


 




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


 


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


 




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


 


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


 


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


 


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


 


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


 


IN
WITNESS WHEREOF, the undersigned have executed thisCertificate this 15th day of May 2014.


 


	/s/ Fred E. Tannous	 
	Name: Fred E. Tannous	 
	Title: CEO	 


 




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