Exhibit 4.1


  


STATE
OF NEVADA


 


	BARBARA
                           K. CEGAVSKE

                           Secretary
                           of State




	 	KIMBERLEY
                           PERONDI


Deputy
Secretary


for
Commercial Recordings







 


OFFICE
OF THE


SECRETARY
OF STATE


 


Certified
Copy


 


March
23, 2018


 


Job
Number:                                    C20180323-0842


Reference
Number:


Expedite:


Through
Date:


 


The
undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements
and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on
the attached report.


 


	Document
    Number(s)	Description



	Number
                                         of Pages




	20180132353-48



	Certificate
                                         of Designation



	11
                                         Pages/1 Copies







  


	 	Respectfully,
	 
	/s/ Barbara K. Cegavske
	Barbara K. Cegavske
	Secretary of State




 


Certified
By: Denise Repp


Certificate
Number: C20180323-0842


 


 


 


 


 


 


Commercial
Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4201

Telephone (775) 684-5708

Fax (775) 684-7138


 






     


     


    

 





  


		BARBARA
    K. CEGAVSKE	 	 	





	Secretary
    of State	 	 	 
	202
    North Carson Street	 	 	 
	Carson
    City, Nevada 89701-4201	 	Filed in the office of	Document
    Number
	(775)
                                         684-5708

                                                                                
	 	/s/ Barbara
    K. Cegavske	20180132353-48

		 	Barbara
    K. Cegavske	Filing
    Date and Time
	 	 	 	Secretary
    of State	03/23/2018
    8:22 AM
	 	 	State
    of Nevada	Entity
    Number
	Certificate
of Designation



	 	 	E0062162018-6

	(PURSUANT
TO NRS 78.1955)	 	 	 
	 	 	 	 


 


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




 


Certificate
of Designation For


Nevada Profit
Corporations


(Pursuant
to NRS 78.1955)




 


1. 
Name of corporation:


 


	Spectrum Global
                                                                                                                             Solutions, Inc.







 


 


2.
By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes
the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following
class or series of stock.


 


	
         

        CERTIFICATE OF DESIGNATION OF

        SERIES A CONVERTIBLE PREFERRED STOCK

        OF

        SPECTRUM GLOBAL SOLUTIONS, INC.  

         

        I, Keith W. Hayter, hereby certify that I am the President of
        Spectrum Global Solutions, Inc. (the "Company"), a corporation organized and existing under the Nevada Revised Statutes,
        and further do hereby certify:  

         

        See attached.

         

         





 


	3.
Effective date of filing: (optional)	
	 	(must
    not be later than 90 days after the certificate is field)




  


 4. Signature: (required)


 





	X     	 
	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.


 


	This
                                         form must be accompanied by appropriate fees.



		Nevada
                                         Secretary of State Stock Designation





	 	 	Revised:
                                         1-5-15







  









    	 		 



     


    

 


CERTIFICATE
OF DESIGNATION OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

SPECTRUM GLOBAL SOLUTIONS, INC.


 


I,
Keith W. Hayter, hereby certify that I am the President of Spectrum Global Solutions, Inc. (the “Company”), a
corporation organized and existing under the Nevada Revised Statutes, and further do hereby certify:


 


That pursuant to the authority
expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Articles
of Incorporation (the “Articles of Incorporation), the Board on November 15, 2017, adopted the following resolutions
creating a series of shares of preferred stock designated as Series A Convertible Preferred Stock, none of which shares have been
issued:


 


RESOLVED,
that the Board hereby designates the Series A 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:


 


SERIES A CONVERTIBLE PREFERRED STOCK


 


		A.	Designation.
                                         8,000,000 shares of the authorized, but undesignated preferred stock, $0.00001 par value
                                         per share, of the Corporation are hereby constituted as a series of the preferred stock
                                         designated as “Series A Convertible Preferred Stock” (“Series A
                                         Preferred”). Each share of Series A Preferred Stock shall have a stated value
                                         equal to $0.25, subject to increase set forth in Section F below (the “Stated
                                         Value”). The date on which the Corporation initially issues any share of Series
                                         A Preferred shall be deemed to be its “date of issuance” regardless of the
                                         number of times transfer of such share is made on the stock records maintained by or
                                         for the Corporation and regardless of the number of certificates which may be issued
                                         to evidence such share. The Series A Preferred shall have rights and preferences relative
                                         to all other classes and series of the capital stock of the Corporation as set forth
                                         herein.



 


		B.	Dividends.
                                         The holders of the Series A Preferred shall not be entitled to receive any dividends.
                                         No dividends (other than those payable solely in Common Stock) shall be paid on the Common
                                         Stock or any class or series of capital stock ranking junior, as to dividends, to the
                                         Series A Preferred during any fiscal year of the Corporation until there shall have been
                                         paid or declared and set apart during that fiscal year for the holders of the Series
                                         A Preferred a dividend in an amount per share equal to (i) the number of shares of Common
                                         Stock issuable upon conversion of the Series A Preferred Stock times (ii) the amount
                                         per share of the dividend to be paid on the Common Stock.



 






    	 		 



     


    

 


	 	C.	Preference on Liquidation.




 


		1.	Upon the occurrence of any liquidation, dissolution or winding up of the Corporation, either voluntary
or involuntary (a “Liquidating Event”), each holder of Series A Preferred then outstanding shall be entitled to
receive, out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made
in respect of the Common Stock, or other series of preferred stock then in existence that is outstanding and junior to the Series
A Preferred upon liquidation, an amount per share of Series A Preferred equal to the amount that would be receivable if the Series
A Preferred had been converted into Common Stock immediately prior to such liquidation distribution, plus, in each case, accrued
and unpaid dividends. For purposes of this Subsection C.1, a merger or consolidation involving the Corporation or sale of all or
substantially all of the Corporation’s assets shall not be deemed a Liquidating Event.
	 	 	 
		2.	Written notice of any such Liquidating Event stating a payment
                                                                                                                        date, the place where such payment shall be made and the amount of each payment in liquidation shall be given by first
                                                                                                                        class mail, postage prepaid, not less than ten (10) days prior to the payment date stated therein, to each holder of record
                                                                                                                        of the Series A Preferred at such holder’s address as shown in the records of the Corporation. If upon the occurrence
                                                                                                                        of a Liquidating Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to
                                                                                                                        pay the holders of the Series A Preferred and all other classes or series of stock ranking on a parity with the Series A
                                                                                                                        Preferred upon liquidation the full amount to which they shall be entitled, the holders of the Series A Preferred shall share
                                                                                                                        ratably with any other such class or series in any distribution of assets according to the amounts that would be payable in
                                                                                                                        respect of the shares held by each of them upon such distribution if all amounts payable on or with respect to said shares
                                                                                                                        were paid in full.



 


	 	D.	Voting. The holders of shares of Series A Preferred shall not have any voting rights.




 


	 	E.	Conversion Rights.




 


	 	1.	Conversion Price. The “Conversion Price” of the Series A Preferred, before any adjustment is required pursuant
to Section F, shall be the greater of 75% of the lowest VWAP during the ten (10) trading day period immediately preceding the
Conversion Date (as defined below) or .004 ( the “Fixed Conversion Price”). For purposes hereof; “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a trading market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the trading market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a trading
market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other
cases, the fair market value of a share of Common Stock as determined by the Board of Directors. The Fixed Conversion Price may
not be changed absent written agreement of the Corporation.




 






    	 	2	 



     


    

 


		2.	Right to Convert. Each share of Series A Preferred and all accrued and unpaid dividends
thereon shall be convertible at the option of the holder thereof, at any time after the issuance of such share into fully paid
and nonassessable shares of Common Stock of the Corporation. The number of shares of Common Stock into which each share of the
Series A Preferred may be converted shall be determined by dividing the sum of the Stated Value of the Series A Preferred being
converted and any accrued and unpaid dividends by the Conversion Price, as may be adjusted pursuant to Section F, in effect at
the time of the conversion. At 5:30p.m. (New York time) on the one year anniversary of the date of issuance, any remaining Series
A Preferred held by a holder shall immediately be converted into Common Stock at the then current Conversion Price (the “Mandatory
Conversion”), provided, however, that if such conversion would result in Holder’s ownership of Common Stock in an amount
that would exceed the Beneficial Ownership Limitation, then the Mandatory Conversion must be reduced to comply with such Beneficial
Ownership Limitation and any remaining share of Series A Preferred shall continue to be convertible at the option of the holder
thereof in accordance with the terms herein until such time that a conversion of the remaining amount of shares would not exceed
the Beneficial Ownership Limitation For every trading day that the Corporation fails to fulfill an obligation to a holder of this
Series A Preferred, including, but not limited to, failing to delivery Common Stock upon a conversion of this Series A Preferred
in a timely fashion in accordance with Section E(3), or failing to have adequate Common Stock to be able to satisfy conversions
of the Series A Preferred, or a failure to maintain current public information such that a Rule 144 of the Securities Act of 1933,
as amended, would be available to a holder for sales of Common Stock issuable upon conversion of Series A Preferred, then such
one year period in the preceding sentence shall be extended by two trading days.



 


		3.	Mechanics
                                         of Conversion.



 


	 	(i)	The holder of any shares of Series
    A Preferred may exercise the conversion rights as to such shares or any part thereof by delivering to the Corporation during
    regular business hours, at the office of any transfer agent of the Corporation for the Series A Preferred, or at the principal
    office of the Corporation or at such other place as may be designated by the Corporation, the certificate or certificates
    for the shares to be converted, duly endorsed for transfer to the Corporation or accompanied by a written instrument or instruments
    of transfer (if required by it), accompanied by written notice stating that the holder elects to convert all or a number of
    such shares represented by the certificate or certificates in the form attached hereto as Annex A. Such notice may also be
    sent via electronic mail, and shall also state such holder’s name or the names of the nominees in which such holder
    wishes the certificate or certificates for shares of Common Stock to be issued. Conversion shall be deemed to have been effected
    on the date when such delivery is made, and such date is referred to herein as the “Conversion Date.” As promptly
    as practicable thereafter (but in any event within three (3) business days thereafter), the Corporation
    shall issue and deliver to such holder, at such office or other place designated by the Corporation, a certificate or certificates
    for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional
    interest in a share of Common Stock as provided in Subsection E.3 (ii). The holder shall be deemed to have become a stockholder
    of record on the applicable Conversion Date. Upon conversion of only a portion of the number of shares of Series A Preferred
    represented by a certificate surrendered for conversion, the Corporation shall issue and deliver to the holder of the certificate
    so surrendered for conversion, at the expense of the Corporation, a new certificate representing the number of shares of Series
    A Preferred not so converted.




 






    	 	3	 



     


    

 


	 	(ii)	No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Preferred. If more than one
share of Series A Preferred shall be surrendered for conversion at any one time by the same holder, the number of full shares
of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A
Preferred so surrendered. Instead of any fractional shares of Common Stock that would otherwise be issuable upon conversion of
any shares of Series A Preferred, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to
the value of such fractional interest based upon the Current Market Price of the Common Stock on the Conversion Date. For purposes
of this Subsection E.3(ii), the “Current Market Price” means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the closing sale price per
share of the Common Stock for such date (or the nearest preceding date) on the primary Trading Market or exchange on which the
Common Stock is then listed or quoted; (b) if prices for the Common Stock are then reported in the “Pink Sheets” published
by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
sale price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock
as determined by an independent qualified appraiser selected in good faith and paid for by the Investor. Notwithstanding the foregoing,
if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the day in question,
then the Current Market Price shall be determined as of the latest date prior to such day for which such closing price, last reported
sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange
or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the Current Market
Price shall be determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the Corporation.
For purposes hereof, “Trading Market” means any of the following markets or exchanges on which the Common Stock is
listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange, the OTCQB, the OTCQX or the OTC Pink (or any successors to any of the foregoing).




 






    	 	4	 



     


    

 





		(iii)	The
Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common
Stock on conversion of Series A Preferred pursuant hereto. The Corporation shall not, however, be required to pay any tax that
may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that
in which the Series A Preferred so converted was registered, and no such issue or delivery shall be made unless and until
the person requesting such issue has paid to the Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.



 


		(iv)	The Corporation shall at all times reserve and keep available, out of its
authorized but unissued Common Stock, solely for the purpose of effecting the conversion of Series A Preferred, the full number
of shares of Common Stock deliverable upon the conversion of all Series A Preferred from time to time outstanding. The Corporation
shall from time to time use its best efforts to obtain necessary director and stockholder approvals, in accordance with the laws
of Nevada, to increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining
unissued shall not be sufficient to permit the conversion of all of the shares of Series A Preferred at the time outstanding, and
shall take all such actions as are necessary to increase such authorized amount of Common Stock upon obtaining such approvals.



 


		(v)	If any shares of Common Stock to be reserved for the purpose of conversion
of shares of Series A Preferred require registration or listing with, or approval of, any governmental authority, stock exchange
or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or
delivered upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration,
listing or approval, as the ease may be.



 


		(vi)	All shares of Common Stock that may be issued upon conversion of the shares
of Series A Preferred will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issuance thereof.



 


		(vii)	The Corporation will not, by amendment of the Articles of Incorporation
or through any reorganization, transfer of assets, consolidation, merger, 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 to be observed or performed hereunder
by the Corporation, but will at all times in good faith assist in the carrying out of all of the provisions of this Section E and
in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of
the Series A Preferred against impairment.



 






    	 	5	 



     


    

 


		(viii)	If the issuer has insufficient authorized but unissued shares at the time
of conversion and/or by the fourth trading day after a Conversion Date, the Corporation fails to deliver
the required number of shares of Common Stock underlying the Series A Preferred in the manner required pursuant to this Subsection
E.3, then the applicable holder of Series A Preferred will have the right to rescind such conversion, but will not have the right
or ability to net cash settle the conversion option in such case. For the avoidance of doubt, in no event can the holder require
the Corporation to net cash settle this instrument.



 


	 	(ix)	Holder’s Conversion Limitations. The Corporation shall not effect any conversion
    of the Series A Preferred, and a holder shall not have the right to convert any portion of this Series A Preferred, to the
    extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the
    holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any
    of the holder’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).
    For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates
    shall include the number of shares of Common Stock issuable upon conversion of this Series A Preferred with respect to which
    such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (1)
    conversion of the remaining, unconverted portion of this Series A Preferred beneficially owned by the holder or any of its
    affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company
    (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous
    to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding
    sentence, for purposes of this Section E(xi), beneficial ownership shall be calculated in accordance with Section 13(d) of
    the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder,
    it being acknowledged by the holder that the Corporation is not representing to the holder that such calculation is in compliance
    with Section 13(d) of the Exchange Act and the holder is solely responsible for any schedules required to be filed in accordance
    therewith. To the extent that the limitation contained in this Section E(xi) applies, the determination of whether this Series
    A Preferred is convertible (in relation to other securities owned by the holder together with any affiliates) and of which
    portion of this Series A Preferred is convertible shall be in the sole discretion of the holder, and the submission of a Notice
    of Conversion shall be deemed to be the holder’s determination of whether this Series A Preferred is convertible (in
    relation to other securities owned by the holder together with any affiliates) and of which portion of this Series A Preferred
    is convertible, in each case subject to the Beneficial Ownership Limitation, and the Corporation shall have no obligation
    to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
    above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
    For purposes of this Section E(xi), in determining the number of outstanding shares of Common Stock, a holder may rely on
    the number of outstanding shares of Common Stock as reflected in (A) the Corporation’s most recent periodic or annual
    report filed with the Securities and Exchange Commission or made available through the OTC Disclosure
    & News Service, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written
    notice by the Corporation or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written
    or oral request of a holder, the Corporation shall within two (2) trading days confirm orally and in writing to the 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 Company, including this Series A Preferred,
    by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.
    The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately
    after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Series A Preferred. The holder,
    upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation
    provisions of this Section E(xi); provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number
    of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion
    of this Series A Preferred and the provisions of this Section E(xi) shall continue to apply with respect to such increased
    or decreased Beneficial Ownership Limitation, as the case may be. Any such increase or decrease in the Beneficial Ownership
    Limitation will not be effective until the sixty-first (615) day after such notice is delivered to the Corporation.
    The provisions of this Section E(xi) shall be construed and implemented in a manner otherwise than in strict conformity with
    the terms of this Section E(xi) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
    the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to
    properly give effect to such limitation. The limitations contained in this Section E(xi) shall apply to a successor holder
    of this Series A Preferred.







 






    	 	6	 



     


    

 


	 	F.	Adjustment of Conversion Price. The Conversion Price from time to time in effect shall be subject to adjustment from time
to time as follows:




 


	 	1.	[Intentionally Omitted]



 


	 	2.	Noncash Dividends, Stock Purchase Rights, Capital Reorganizations and
Dissolutions. In case:



 


		(i)	the Corporation shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive a dividend or any other distribution, other than distributions payable in cash, or subdivisions
or combinations of the Corporation’s outstanding shares of Common Stock; or



 


		(ii)	the Corporation shall take a record of the holders of its Common Stock for
the purpose of entitling them to subscribe for or purchase any shares of stock of any class or to receive any other rights; or
	 	 	 
	 	(iii)	of any capital reorganization of the Corporation, reclassification of the capital stock of the Corporation (other than
a subdivision or combination of its outstanding shares of Common Stock), consolidation or merger of the Corporation with or into
another corporation or other entity, or of the conveyance of all or substantially all of the assets of the Corporation to another
corporation or other entity;




 


then, and in any such case,
the Corporation shall cause to be mailed to the holders of record of the outstanding Series A Preferred, at least ten (10) days
prior to the date hereinafter specified, a notice stating the date on which (i) a record is to be taken for the purpose of such
dividend, distribution or rights or (ii) such reclassification, reorganization, consolidation, merger, conveyance, dissolution,
liquidation or winding up is to take place and the date, if any is to be fixed, as of which holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.


 


		G.	Amendment;
                                         Waiver. Any term of the Series A Preferred may be amended or waived upon the written
                                         consent of the Corporation and the holders of at least a majority of the Series A Preferred
                                         then outstanding, voting together as a single class; provided, however that the
                                         number of Conversion Shares issuable hereunder and the Conversion Price may not be amended,
                                         and the right to convert the Series A Preferred may not be altered or waived, without
                                         the written consent of the holders of all of the Series A Preferred then outstanding.



 


		H.	Action
                                         By Holders. Any action or consent to be taken or given by the holders of the Series
                                         A Preferred may be given either at a meeting of the holders of the Series A Preferred
                                         called and held for such purpose or by written consent.



 


		I.	Trading Limitation: Unless otherwise waived by the Company in writing, holders shall limit their
trading on conversions of this Series A Preferred on any given trading day to five (5%) percent of the average daily dollar trading
volume for the Common Stock on the principal market (or other applicable trading market) for the five (5) consecutive trading days
preceding such trading day. For the purposes of this definition the term “dollar trading volume” for any trading day
shall be determined by multiplying the VWAP by the volume as reported on Bloomberg for such trading day.



 






    	 	7	 



     


    

 


IN WITNESS WHEREOF, Spectrum
Global Solutions, Inc. has caused this Certificate to be signed by Keith W. Hayter, its Director and President, this 23rd
day of March, 2018.


 





	 	SPECTRUM GLOBAL SOLUTIONS, INC.
	 	 	 
	 	By:	/s/ Keith W. Hayter
	 	 	Name: Keith W. Hayter
	 	 	Title:   President



 






    	 	8	 



     


    

 


ANNEX A


 


NOTICE OF CONVERSION


 


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


 


The undersigned hereby elects to convert
the number of shares of Series A Convertible Preferred Stock indicated below into shares of common stock, par value $0.00001 per
share (the “Common Stock”), of Spectrum Global Solutions, Inc., a Nevada corporation (the “Corporation”),
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person
other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates and opinions as may be required by the Corporation. No fee will be charged to the Holders for any conversion,
except for any such transfer taxes.


 


Conversion calculations:


 


Date to Effect Conversion:_________________________________________________


 


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


 


Number of shares of Preferred Stock
to be Converted: ___________________________


 


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


 


Number of shares of Common Stock to
be Issued: ______________________________


 


Applicable Conversion Price:
______________________________________________


 


Number of shares of Preferred Stock subsequent to
Conversion: ___________________


 


Address for Delivery:
_____________________


or


DWAC Instructions:


Broker no:


Account no:


 





	 	[HOLDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


 


9