Exhibit 4.2


 


CERTIFICATE OF DESIGNATION


OF SERIES A PREFERRED STOCK OF


ECO INTEGRATED TECHNOLOGIES, INC.


 


Pursuant to Section 151(g)
of the Delaware General Corporation Law, I, Jess Rae Booth, President of Eco Integrated Technologies, Inc., a Delaware corporation
(the “Company”), hereby certifies that the following is a true and correct copy of a resolution duly adopted
by the Company’s Board of Directors on January 29, 2015, and that said resolution has not been amended or rescinded and is
in full force and effect at the date hereof:


 


RESOLVED, that
pursuant to the authority expressly granted and vested in the Board of Directors of the Company by the Company’s Certificate
of Incorporation, as amended to date, the Board of Directors hereby adopts and approves the Certificate of Designation establishing
the terms of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”), as follows:


 


Section 1.          Designation
and Amount. The shares of such series shall be designated as “Series A Preferred Stock.” The
Series A Preferred Stock shall have a par value of $0.0001 per share, and the number of shares constituting such series shall
be 1,000,000. Such number of shares may be increased or decreased by resolution of the Board; provided, however, that no
decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise
of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Company convertible into
Series A Preferred Stock.


 


Section 2.          Proportional
Adjustment. In the event that the Company shall at any time after the issuance of any share or shares of Series A Preferred
(a) declare any dividend on the common stock of the Company, par value $0.0001 per share (the “Common Stock”),
payable in shares of Common Stock, (b) subdivide the outstanding Common Stock or (c) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the Company shall simultaneously effect a proportional adjustment to the
number of outstanding shares of Series A Preferred Stock by an amount the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.


 


Section 3.          Dividends
and Distributions. The shares of Series A Preferred Stock shall have no rights to receive any dividends or distributions in
the nature of dividends and the Board shall not declare any dividends, or distributions in the nature of dividends, with respect
to shares of Series A Preferred Stock.


 


Section 4.          Voting
Rights. Subject to the provision for adjustment under Section 2 above, each share of Series A Preferred Stock shall entitle
the holder thereof to 10 votes on all matters submitted to a vote of the stockholders of the Company and the holders of shares
of Series A Preferred Stock shall be entitled to notice of any stockholders’ meeting of the Company.


 




    	Certificate of Designation – Series A Preferred	 	 



    	 



    

 


Section 5.           Liquidation,
Dissolution or Winding Up.


 


(a)          Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the Company, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal
to $0.0001 per share of Series A Preferred Stock (the “Series A Liquidation Preference”). 


 


(b)          In
the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Preferred
Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective
liquidation preferences.


 


Section 6.          Consolidation,
Merger, etc. In the event that the Company shall enter into any consolidation, merger, combination, conversion, share exchange
or other transaction in which the shares of Common Stock are exchanged for or changed into other stock, securities, cash and/or
any other property (payable in kind), then in any such case the shares of Series A Preferred Stock shall at the same time
be redeemed at a price equal to the Series A Liquidation Preference.


 


Section 7.          Ranking.
The Series A Preferred Stock shall rank junior to all other series of the Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series shall provide otherwise.


 


Section 8.          Amendment.
At any time when any shares of Series A Preferred Stock are outstanding, neither the Charter of the Company nor this Certificate
of Designation shall be amended in any manner that would materially alter or change the powers, preferences or special rights of
the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds
of the outstanding shares of Series A Preferred Stock, voting separately as a class.


 


IN WITNESS WHEREOF, this
Certificate of Designations has been signed on this 29th of January 2015, and the signature of the undersigned shall constitute
the affirmation and acknowledgement of the undersigned, under penalties of perjury, that this Certificate is the act of the undersigned
and that the facts stated in this Certificate are true.


 


	 	ECO INTEGRATED TECHNOLOGIES, INC.
	 	 	 
	 	By:	  /s/ Jess Rae Booth
	 	 	Name:  Jess Rae Booth, Chief Executive Officer


 




    	Certificate of Designation – Series A Preferred	2