Exhibit 4.2


 


GRATITUDE HEALTH, INC.


 


CERTIFICATE
OF DESIGNATION OF PREFERENCES, 

RIGHTS AND LIMITATIONS 

OF 

SERIES B CONVERTIBLE PREFERRED STOCK


 


PURSUANT
TO SECTION 78 OF THE

NEVADA REVISED STATUTES (“NRS”)


 


The
undersigned, Chief Executive Officer of Gratitude Health, Inc., a Nevada corporation (the “Corporation”) DOES
HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written
consent on March 15, 2018;


 


WHEREAS,
the Board of Directors is authorized within the limitations arid restrictions stated in the Articles of Incorporation of the Corporation
(the “Articles”), to provide by resolution or resolutions for the issuance of a series of shares of Preferred
Stock, par value $0.001 per share, of the Corporation, in such series and with such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions as the Corporation’s Board of Directors
shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board of Directors; and


 


WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a new series
of Preferred Stock and the number of shares constituting such series.


 


NOW,
THEREFORE, BE IT RESOLVED:


 


TERMS
OF SERIES B 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 B Convertible Preferred Stock” (the “Preferred Shares”). The authorized
number of Preferred Shares shall be 500,000 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 17 below. No dividends shall accrue or be payable with
respect to the Preferred Shares except as set forth in Section 8 below.


 


2.Ranking.
Except with respect to any future series of preferred stock 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”) or the Preferred Shares and any future series of preferred
stock 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”), 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 provided same
are issued in accordance with the terms hereof (collectively, the “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. In the event of the merger or consolidation of the Corporation with or into another corporation, the
Preferred Shares shall maintain their relative rights, powers, designations, privileges and preferences provided for herein
and no such merger or consolidation shall result inconsistent therewith. For the avoidance of doubt, in no circumstance will
a Preferred Share have any rights subordinate or otherwise inferior to the rights of shares of Parity Stock or Common Stock
(as defined below).








 






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3.Conversion. 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 3.


 


(a)
Holder’s Conversion Right. At any time or times on or after the Initial Issuance Date, each holder of a Preferred
Share (each, a “Holder” and collectively, the “Holders”) shall be entitled to convert any
whole number of Preferred Shares into validly issued, fully paid and non-assessable shares of Common Stock in accordance with
Section 3(c) at the Conversion Rate (as defined below).


 


(b)
Conversion Rate. The number of validly issued, fully paid and non-assessable shares of Common Stock issuable upon conversion
of each Preferred Share pursuant to Section 3(a) shall be determined according to the following formula (the “Conversion
Rate”):


 


Conversion
Amount

Conversion Price


 


No
fractional shares of Common Stock are to be issued upon the conversion of any Preferred Shares. 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.


 


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


 


(i)
Holder’s Conversion. To convert a Preferred Share into validly issued, fully paid and non-assessable shares of Common
Stock on any date (a “Conversion Date”), a Holder shall deliver (whether via facsimile 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 3(c)(vi), within five (5) Business 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 share(s) of Preferred Shares (the “Preferred Share Certificates”) so
converted as aforesaid.


 


(ii)
Corporation’s Response. On or before the first (1’) Trading Day following the date of receipt of a Conversion
Notice, the Corporation shall transmit by facsimile 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 second (2nd) Trading Day following the date of receipt by the
Corporation of such Conversion Notice, the Corporation shall (1) provided that (x) the Transfer Agent is participating in the
Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (y) Common Stock shares to
be so issued are otherwise eligible for resale pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended,
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 either of the immediately preceding clauses
(x) or (y) are not satisfied, 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 3(c)(vi) is greater than the number of Preferred Shares being converted, then the Corporation shall
if requested by such Holder, 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
representing the number of Preferred Shares not converted.


 






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(iii)
Record Holder. 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.


 


(iv)
Corporation’s Failure to Timely Convert. If the Corporation shall fail, for any reason or for no reason, except in
the case that the relevant Preferred Share Certificate is required to be and shall not have been timely received by the Transfer
Agent, to issue to a Holder within two (2) Trading Days after the Corporation’s receipt of a Conversion Notice (whether
via facsimile or otherwise) (the “Share Delivery Deadline”), 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 Preferred Shares (as the case may be) (a “Conversion
Failure”), then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the
Corporation, (x) may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any Preferred
Shares that have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion
Notice shall not affect the Corporation’s obligations to make any payments that have accrued prior to the date of such notice
pursuant to the terms of this Certificate of Designation or otherwise and (y) the Corporation shall pay in cash to such Holder
on each day after such second (2nd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount
equal to 1.0 % of the product of (A) the aggregate number of shares of Common Stock not issued to such Holder on a timely basis
and to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding
the last possible date on which the Corporation could have issued such shares of Common Stock to the Holder without violating
Section 3(c). In addition to the foregoing, if within two (2) Trading Days after the Corporation’s receipt of a Conversion
Notice (whether via facsimile or otherwise), the Corporation shall fail to issue and deliver a certificate to such Holder and
register such shares of Common Stock on the Corporation’s share register or credit such Holder’s or its designee’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, if on or after such second (2nd) Trading Day, such Holder (or any other Person
in respect, or on behalf, of 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 anticipated receiving from the Corporation, then, in addition to all other remedies available to such Holder, the
Corporation shall, within two (2) Business Days after 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, without limitation, 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 (A) such number
of shares of Common Stock multiplied by (B) 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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(v)
Pro Rata Conversion: Disputes. In the event 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 the Purchase Agreement.


 


(vi)
Book-Entry. Notwithstanding anything to the contrary set forth in this Section 3, upon conversion of any Preferred Shares
in accordance with the terms hereof, no Holder thereof shall be required to physically surrender the certificate representing
the Preferred Shares to the Corporation following conversion thereof unless (A) the full or remaining number of Preferred Shares
represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Corporation as
contemplated by this Section 3(c)(vi) 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 any Preferred Shares.
Each Holder and the Corporation shall maintain records showing the number of Preferred Shares so converted by such Holder and
the dates of such conversions or shall use such other method, reasonably satisfactory to such Holder and the Corporation, so as
not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. 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 certificate for Preferred Shares shall bear the following legend:


 


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 B PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 3(c)(vi) THEREOF. THE NUMBER
OF SHARES OF SERIES B PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES B PREFERRED
STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES
B PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.


 


(d)
Taxes. The Corporation shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder
thereof), issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common
Stock upon the conversion of Preferred Shares.






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4.
Adjustments.


 


(a) Adjustment of Conversion Price upon Subdivision or Combination
of Common Stock.


 


Without limiting any provision of Section
8 if the Corporation at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization
or otherwise) 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,
if the Corporation at any time on or after the Initial Issuance Date combines (by combination, reverse stock split or otherwise)
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 4 shall become
effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under
this Section 4 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.


 


(b) Rights
Upon Fundamental Transactions. The Corporation shall not enter into or be party to a Fundamental Transaction unless the
Successor Entity assumes in writing all of the obligations of the Corporation under this Certificate of Designations and
the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant to written agreements in form
and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental
Transaction, including agreements to deliver to each holder of Preferred Shares in exchange for such Preferred Shares a
security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Certificate of Designations, including, without limitation, having a stated value and dividend rate equal to the stated value
and dividend rate of the Preferred Shares held by the Holders and having similar ranking to the Preferred Shares, and
reasonably satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of
this Certificate of Designations and the other Transaction Documents referring to the “Corporation” shall refer
instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the
obligations of the Corporation under this Certificate of Designations and the other Transaction Documents with the same
effect as if such Successor Entity had been named as the Corporation herein and therein. In addition to the foregoing, upon
consummation of a Fundamental Transaction, the Successor Entity shall deliver to each Holder confirmation that there shall be
issued upon conversion of the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of
the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable
under Section 4(a), which shall continue to be receivable thereafter)) issuable upon the conversion of the Preferred Shares
prior to such Fundamental Transaction, such shares of publicly traded common stock (or their equivalent) of the Successor
Entity (including its Parent Entity) that each Holder would have been entitled to receive upon the happening of such
Fundamental Transaction had all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental
Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate of
Designations), as adjusted in accordance with the provisions of this Certificate of Designations. The provisions of this
Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to
any limitations on the conversion of the Preferred Shares.


 






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5.
Authorized Shares.


 


(a)Reservation. The
Corporation shall initially reserve out of its authorized and unissued Common
Stock a number of shares of Common Stock equal to 100% of the Conversion Rate with respect to the Conversion Amount of each
Preferred Share as of the Initial Issuance Date (assuming for purposes hereof, that all the Preferred Shares issuable
pursuant to the Purchase Agreement have been issued, such Preferred Shares are convertible at the Conversion Price and
without taking into account any limitations on the conversion of such Preferred Shares set forth in herein). So long as any
of the Preferred Shares are outstanding, the Corporation shall 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, as of any given date, 100% 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 issued or issuable pursuant to the Purchase Agreement, assuming for
purposes hereof, that all the Preferred Shares issuable pursuant to the Purchase Agreement have been issued and without
taking into account any limitations on the issuance of securities set forth herein), provided that at no time shall the
number of shares of Common Stock so available be Less than the number of shares required to be reserved by the previous
sentence (without regard to any limitations on conversions contained in this Certificate of Designations) (the “Required
Amount”). The initial number of shares of Common Stock reserved for conversions of the Preferred Shares and each
increase in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of Preferred
Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares (as the case may be)
(the “Authorized Share Allocation”). In the event 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 Preferred
Shares then held by such Holders.


 


(b) Insufficient
Authorized Shares. If, notwithstanding Section 5(a) and not in limitation thereof, at any time while any of the Preferred
Shares remain outstanding the Corporation does not have a sufficient number of authorized and unissued shares of Common Stock
to satisfy its obligation to have available for issuance upon conversion of the Preferred Shares at least a number of shares
of Common Stock equal to the Required Amount (an “Authorized Share Failure”), then the Corporation shall
immediately take all reasonable action necessary to increase the Corporation’s authorized shares of Common Stock to an
amount sufficient to allow the Corporation to reserve and have available the Required Amount for all of 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 sixty (60) 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 to recommend to the stockholders that they approve such proposal.
Nothing contained in this Section 5 shall limit any obligations of the Corporation under any provision of the Purchase
Agreement.


 


6.
VotingRights and Negative Covenants. Holders of Preferred Shares voting as a single class, in the aggregate, shall be entitled
to vote with all voting securities of the Corporation on all matters submitted to the holders of voting securities for vote with
the holders of the Preferred Shares entitling the holder thereof to cast that number of votes equal to the number of shares of
Common Stock issued and outstanding eligible to vote, at the time of the respective vote plus the number of votes which all other
series, or classes of securities are entitled to cast together with the holders of Common Stock at the time of the relevant vote
plus one additional share of Common Stock. Solely with respect to matters of the Corporation’s capitalization (i.e. increase
in authorized common stock, stock splits, etc.), and similar matters upon which stockholders are entitled to vote or to which
stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together
with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required
by applicable law or the Certificate of Incorporation or bylaws. If the Corporation affects a stock split which either increases
or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series B Preferred
Stock shall not be subject to adjustment unless specifically authorized. So long as any shares of Series B Preferred Stock are
outstanding, the Corporation shall not and shall cause its subsidiaries not to, without the affirmative vote of the Holders of
the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred
Stock, (b) alter or amend this Certificate of Designation, (c) amend its certificate of incorporation, bylaws or other
charter documents so as to affect adversely any rights of any Holders of the Series B Preferred Stock, (d) increase the authorized
or designated number of shares of Series B Preferred Stock, (e) issue any additional shares of Series B Preferred Stock (including
the reissuance of any shares of Series B Preferred Stock converted for Common Stock), or (f) enter into any agreement with respect
to the foregoing. 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.


 






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7.
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,
an amount per Preferred Share equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated
damages then due and owing thereon under this Certificate of Designation for each share of Preferred Stock 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 7. All the preferential amounts to be paid to the Holders
under this Section 7 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 7 applies.


 


8.
Participation. In addition to any adjustments pursuant to Section 4, the Holders shall, as holders of Preferred Shares,
be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent
as if such Holders had converted each Preferred Share held by each of them into shares of Common Stock (without regard to any
limitations on conversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends
and distributions. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders
of shares of Common Stock (provided, however, to the extent that a Holder’s right to participate in any such dividend or
distribution would result in such Holder exceeding the Maximum Percentage, then such Holder shall not be entitled to participate
in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of
such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the
benefit of such Holder until such time, if ever, as its right thereto would not result in such Holder exceeding the Maximum Percentage).


 


9.
Vote to Change the Terms of or Issue Preferred Shares. 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 Certificate
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 Certificate of Incorporation or bylaws, or file any certificate of designations or
certificate of amendment, 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 Certificate of Incorporation or by merger, consolidation or otherwise.


 






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10.
Lost or Stolen Certificates. Upon receipt by the Corporation of evidence reasonably satisfactory to the Corporation of
the loss, theft, destruction or mutilation of any certificates representing Preferred Shares (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
an 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 the certificate(s), the Corporation shall execute and deliver new certificate(s)
of like tenor and date.


 


11.Remedies,
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 no remedy contained herein
shall be deemed a waiver of compliance with the provisions giving rise to such remedy. 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. 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 an injunction restraining any such breach or any such threatened breach, without the necessity of
showing economic loss and without any bond or other security being required, to the extent permitted by applicable law. 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.


 


12.
Noncircumvention. The Corporation hereby covenants and agrees that the Corporation will not, by amendment of its Certificate
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, the Corporation (i) 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,
(ii) 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 (iii) 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).


 


13.
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.




 



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14.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Corporation, to Gratitude Health, Inc., 3511 Ruder Street,
Santa Clara, CA 95051, emails: roy@tastegratitude.com or andy@tastegratitutde.com; and if to the Holder to the address
in the Purchase Agreement. Without limiting the generality of the foregoing, the Corporation shall give written notice to each
Holder (i) promptly following 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 all holders
of shares of Common Stock as a class or (C) for determining rights to vote with respect to any dissolution or liquidation, provided,
in each case, that such information shall be made known to the public prior to, or simultaneously with, such notice being provided
to any Holder.


 


15.
Preferred Shares Register. The Corporation shall maintain at its principal executive offices (or such other office or agency
of the Corporation as it may designate by notice to the Holders), a register for the Preferred Shares, in which the Corporation
shall record the name, address and facsimile number of the Persons in whose name the Preferred Shares have been issued, as well
as the name and address of each transferee. The Corporation may treat the Person in whose name any Preferred Shares is registered
on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events
recognizing any properly made transfers.


 


16.
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 Certificate 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.


 


(b)
Amendment. This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at
a meeting duly called for such purpose, or written consent without a meeting in accordance with the NRS, of the Required Holders,
voting separate as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the NRS
and the Certificate of Incorporation.




 



    	 	9	 



     


    

 


17.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.


 


(b)
“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.


 


(c)
“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.


 


(d)
“Conversion Amount” means, with respect to each Preferred Share, as of the applicable date of determination,
the Stated Value thereof.


 


(e)
“Conversion Price” means, with respect to each Preferred Share, as of any Conversion Date or other applicable
date of determination, $0.10, subject to adjustment as provided herein.


 


(f)
“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.


 


(g)
“Fundamental Transaction” means that (i) the Corporation or any of its Subsidiaries shall, directly or indirectly,
in one or more related transactions, (A) consolidate or merge with or into (whether or not the Corporation or any of its Subsidiaries
is the surviving corporation) any other Person, or (B) sell, lease, license, assign, transfer, convey or otherwise dispose
of all or substantially all of its respective properties or assets to any other Person, or (C) allow any other Person to make
a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock
of the Corporation (not including any shares of voting stock of the Corporation held by the Person or Persons making or party
to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (D) consummate
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding shares
of voting stock of the Corporation (not including any shares of voting stock of the Corporation held by the other Person or other
Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase
agreement or other business combination), or (E) reorganize, recapitalize or reclassify the Common Stock, or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Corporation.


 


(h)
“Initial Issuance Date” means the first date upon which Preferred Shares are issued.


 


(i)
“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.


 


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


 






    	 	10	 



     


    

 


(k)“Parent Entity” of
a Person means an entity that, directly or indirectly, controls the applicable
Person or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public
market capitalization as of the date of consummation of the Fundamental Transaction.


 


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


 


(m)
“Purchase Agreement” means that certain Common Stock Purchase Agreement to be entered into by and among the
Corporation and the purchasers signatory thereto, entered into with respect to the Preferred Shares.


 


(n)
“Required Holders” means the holders of at least 50.1% of the outstanding Preferred Shares.


 


(o)
“Securities” means, collectively, the Preferred Shares and the shares of Common Stock issuable upon conversion
of the Preferred Shares.


 


(p)
“Stated Value” shall mean $10.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations,
reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date
with respect to the Preferred Shares.


 


(q)
“Subsidiary” means any Person in which the Corporation, directly or indirectly, (i) owns a majority of the
outstanding capital stock or holds a majority of equity or similar interest of such Person or (ii) controls or operates all or
any part of the business, operations or administration of such Person.


 


(r)
“Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity)
with which such Fundamental Transaction shall have been entered into.


 


(s)
“Transaction Documents” means this Certificate of Designations, the Purchase Agreement 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 thereby, all as may be amended from time to time in accordance with the terms hereof or thereof.


 


[signature
page follows]








 






    	 	11	 



     


    

 


IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Designations of Series B Convertible Preferred Stock of Gratitude Health, Inc. to be
signed by its Chief Executive Officer on this 15th day of March, 2018.


 





	 	GRATITUDE HEALTH, INC.
	 	 	 
	 	By:	/s/ Mitra Sadaghzadeh
	 	 	Name: Mitra Sadaghzadeh
	 	 	Title: CEO and CFO


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to
Certificate of Designations of Series A Convertible Preferred Stock]






     


     


    

 


EXHIBIT I


 


GRATITUDE
HEALTH, INC.


CONVERSION NOTICE


 


Reference
is made to the Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock of Gratitude Health,
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 B Convertible Preferred Stock, $0.001 par value per share
(the “Preferred Shares”), of Gratitude Health, Inc., a Nevada corporation (the “Corporation”),
indicated below into shares of common stock, $0.001 value per share (the “Common Stock”), of the Corporation,
as of the date specified below.


 


Date
of Conversion:                                                                                                                                                       


 


Number of Preferred Shares to be converted:                                                                                                            


 


Share certificate no(s). of Preferred
Shares to be converted:                                                                                  


 


Tax ID Number (If applicable):                                                                                                                                     


 


Conversion Price:                                                                                                                                                                                           


 


Number of shares of Common Stock to be
issued:                                                                                                   


 


Please issue the shares of Common Stock into which the Preferred
Shares are being converted in the following name and to the following address:


 


Issue
to:                                                                                                            


 


Address:                                                                                                            


 


Telephone Number:                                                                                                            


 


Facsimile Number:                                                                                                            


 


Holder:
                                                                                                           


 


By:_____________________________________________


 


Title:___________________________________________


 


Dated: ________________________________


 


Account Number (if electronic book entry transfer):________________________________


 


Transaction
Code Number (if electronic book entry transfer): _________________________