Exhibit 3.__



ARTICLES OF AMENDMENT



|1. |  | Corporate Name (See Note 1 on page 4.):
|-- |  | ---------------------------------------



EPAZZ, INC.



|2. |  | Manner of Adoption of Amendment:
|-- |  | --------------------------------



The following amendment to the Articles of Incorporation
was adopted onApril 9, 2015, in the manner indicated below:





|o | By a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected. (See Note 2 on page 4.)                                                                                                                                                                                                                                                                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | By a majority of the board ofdirectors. in accordance with Section 10.10, the Corporation having issued no shares as of the time of adoption of this amendment. {See Note 2 on page 4.)                                                                                                                                                                                                                                                                                  
|o | By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment. (See Note 3 on page 4.)                                                                                                                                                                                                                                                                
|o | By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required statute and by the Articles of Incorporation were voted in favor of the amendment (See Note 4 on page 4.)                                                                                                                     
|x | By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10. (See Notes 4 and 5 on page 4.)
|o | By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (See Note 5 on page 4.)                                                                                                                                                                                       



|3. |  | Text of Amendment:
|-- |  | ------------------



|a. |  | When amendment effects a name change, insert the New Corporate Name below. Use page
2 for all other amendments.
|-- |  | ---------------------------------------------------------------------------------------------------------------



Article I: Name of the Corporation:
_____________________________________



New Name





(All changes other than name include on
page 2.)





1









Text of Amendment





|b. |  | If amendment affects the corporate purpose, the amended purpose is required to be
set forth in its entirety.
|-- |  | ------------------------------------------------------------------------------------------------------------



For more space, attach
additional sheets of this size.







|Class                  | Par Value | Number of Shares Authorized
|---------------------- | --------- | ---------------------------
|                       |           |                            
|Class A Common         | $0.01     | 9,000,000,000              
|Class B Common         | $0.01     | 60,000,000                 
|Preferred Series A     | $0.01     | 1,000                      
|Preferred Series B     | $0.01     | 1,000                      
|Preferred Series C     | $0.01     | 3,000,000,000              
|Preferred Series D     | $0.01     | 1,000,000                  
|Preferred (Undesigned) | $0.01     | 39,998,000                 













2









|4. |  | The manner, if not set forth in Article 3b, in which any exchange, reclassification
or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment, is as follows (If not applicable, insert “No change”):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



No Change



|5.a. |  | The manner, if not set forth in Article 3b, in which said amendment effects a change
in the amount of paid-in capital is as follows (if not applicable, insert “No change”):
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(Paid-in capital replaces the terms Stated Capital and Paid-in
Surplus and is equal to the total of these accounts.)



No Change



|b. |  | The amount of paid-in capital as changed by this amendment is as follows (if not applicable,
insert “No change”): (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total
of these accounts.) (See Note 6 on page 4.)
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|                 |  | Before Amendment |  | After Amendment
|---------------- |  | ---------------- |  | ---------------
|                 |  |                  |  |                
|Paid-in Capital: |  | $_______         |  | $_______       





Complete either
Item 6 or Item 7 below. All signatures must be in BLACK INK.





|6. |  | The undersigned Corporation has caused this statement to be signed by a duly authorized
officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Dated   April 9, | 2015 | Epazz, Inc.              
|---------------- | ---- | -------------------------
|Month & Day      | Year | Exact Name of Corporation
|                 |      |                          
|                 |      |                          





/s/ Shaun Passley

Any Authorized Officer’s Signature



Shaun Passley, President



Name
and Title (type or print)







|7. |  | If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators
must sign below, and type or print name and title.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



OR



If amendment is authorized by the directors pursuant to Section
10.10 and there are no officers, a majority of the direc- tors, or such directors as may be designated by the board, must sign
below, and type or print name and title.



The undersigned affirms, under penalties of perjury, that the
facts stated herein are true and correct.



Dated: _________________________________, ____

Month &
Day                                                      Year





3







Section 4 of the Corporation’s
Articles of Incorporation shall be amended and restated in its entirety to read as follows:



The Corporation shall have authority to issue
12,101,000,000 shares of capital stock, consisting of 9,060,000,000 shares of common stock, par value $0.01 per share (“Common
Stock”), and 3,041,000,000 shares of “blank check” preferred stock par value $0.01 per
share (“Preferred Stock”). The Common Stock shall include 9,000,000,000 shares of Class A Common Stock,
$0.01 par value per share (the “Class A Common Stock”); 60,000,000 shares of Class B Common Stock, $0.01
par value per share (the “Class B Common Stock”).



The par value of each of the Corporation’s
outstanding Common Stock and Preferred Stock will not be adjusted in connection with the Reverse Stock Split. The Reverse Stock
split of one class of stock does not affect the other classes of stock.



Shares of Preferred Stock of the Corporation
may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall
be determined by the Board of Directors of the Corporation (“Board of Directors”) prior to the issuance
of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences
and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be
adopted from time to time by the Board of Directors prior to the issuance of any shares thereof.



The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation entitled to
vote generally in the election of the directors (the “Voting Stock”), voting together as a single class,
without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required
pursuant to any Preferred Stock Designation.



Rights of Our Class A Common Stock and
Class B Common Stock



Rights to Dividends and on Liquidation.
Each share of Class A Common Stock and Class B Common Stock is entitled to share equally in dividends (other than dividends declared
with respect to any outstanding Preferred Stock) when and as declared by our Board of Directors. Upon liquidation, each share of
Class A Common Stock and Class B Common Stock is entitled to share equally in our assets available for distribution to the holders
of those shares. Any outstanding Preferred Stock would rank senior to the Class A Common Stock and Class B Common Stock in respect
of liquidation rights and could rank senior to that stock in respect of dividend rights.



Voting--General. Each holder of Class
A Common Stock is entitled to one vote per share, and each holder of Class B Common Stock is entitled to 10,000 votes per share.

4







Non-Cumulative Voting Rights. Our Class
A Common Stock and Class B Common Stock, do not have cumulative voting rights.



Voting by Class. Holders of our Class
A Common Stock and Class B Common Stock shall vote as one class on any and all shareholder matters.



Miscellaneous Rights and Provisions.
There are no preemptive rights, subscription rights, or redemption provisions relating to our Class A Common Stock and Class B
Common Stock and none of the shares carries any liability for further calls.



CONVERSION RIGHTS.
The Class B Common Stock shall be convertible into Common A Stock as follows (the "Conversion Rights"):



(a)	Holder’s
Right to Convert.



(i)	All shares
Class B Common Stock shall be convertible, at the option of the Holder thereof, with five (5) Business Days written notice to the
Corporation (a “Notice of Conversion“), at the office of the Corporation or any transfer agent for the
Class B Stock, into that number of fully-paid, non-assessable shares of Class B Common Stock determined by each vote of Class B
Common shares shall convert into one share of Class A Common Stock (the “Shares”). The Holder may only
affect a conversion of all of the Class B Stock shares which he, she or it owns pursuant to and in compliance with the restrictions
on conversion set forth herein (each a “Conversion”).



(ii)	Mechanics
of Conversion. In order to effect a Conversion, a Holder shall: (i) fax (or otherwise deliver) a copy of the fully executed
Notice of Conversion to the Corporation (Attention: Corporate Secretary), and (ii) surrender or cause to be surrendered the original
Class B Common Stock Certificates being converted, duly endorsed, along with a copy of the Notice of Conversion as soon as practicable
thereafter to the Corporation which the Holder desires to convert. Upon receipt by the Corporation of a facsimile copy of a Notice
of Conversion from a Holder, the Corporation shall promptly send, via facsimile, a confirmation to such Holder stating that the
Notice of Conversion has been received, the date upon which the Corporation expects to deliver the Common Stock issuable upon such
conversion and the name and telephone number of a contact person at the Corporation regarding the conversion and/or any deficiencies
that exist in connection with such Notice of Conversion. The Corporation shall not be obligated to issue shares of Common Stock
upon a conversion unless the original Class B Common Stock Certificates Converted are delivered to the Corporation as provided
above. In the event the Holder has lost or misplaced the certificates evidencing the Class B Common Stock, the Holder shall be
required to provide the Corporation or the Corporation’s Transfer Agent (as applicable) with whatever documentation and fees
each may require to re-issue the Class B Common Stock Certificates and shall be required to provide such re-issued Class B Common
Stock Certificates to the Corporation in connection with such Notice of Conversion. Unless the Notice of Conversion provided by
the Holder includes a valid opinion from an attorney stating that such Shares of Common Stock issuable in connection with the Notice
of Conversion can be issued free of restrictive legend, which shall be determined by the Corporation in its sole discretion, such
shares shall be issued as Restricted Shares.

5







(iii)	Delivery
of Common Stock Upon Conversion. Upon the surrender of Class B Common Stock Certificates accompanied by a Notice of Conversion,
the Corporation (itself, or through its transfer agent) shall, no later than the fifth (5th) Business Day following the date of
such surrender (the "Delivery Period"),issue and deliver (i.e., deposit with a nationally recognized
overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Class A Common Stock issuable
upon conversion of such shares of Series A Preferred Stock being converted and (y) the total amount of the accrued and unpaid Dividends.



(b)	Taxes.
	The Corporation shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue
and delivery of shares of Common Stock upon conversion in a name other than that in which the shares of the Class B Common Stock
so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue or
delivery 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. The Corporation shall withhold from any payment due whatsoever in connection with the Class B Common Stock
any and all required withholdings and/or taxes the Corporation, in its sole discretion deems reasonable or necessary, absent an
opinion from Holder’s accountant or legal counsel, acceptable to the Corporation in its sole determination, that such withholdings
and/or taxes are not required to be withheld by the Corporation.



(c)	Adjustments
for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Class B Common Stock shall
be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event,
in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each Holder of
such Class B Common Stock shall have the right thereafter to convert such shares of Class B Common Stock into a number of shares
of such other class or classes of stock which a Holder of the number of shares of Common Stock deliverable upon conversion of such
series of Class B Common Stock immediately before that change would have been entitled to receive in such reorganization or reclassification,
all subject to further adjustment as provided herein with respect to such other shares.



(d)	No Impairment.
The Corporation will not through any reorganization, transfer of assets, 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 the provisions of this Section 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 Class
B Common Stock against impairment. Notwithstanding the foregoing, nothing in this Section shall prohibit the Corporation from amending
its Certificate of Incorporation with the requisite consent of its shareholders and the Board of Directors.

6







(e)	Reservation
of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the Conversion of the shares of the Class B Common, such number
of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all then outstanding shares
of the Class B Common Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the Conversion of all then outstanding shares of the Class B Common Stock, the Corporation will within a reasonable time
period make a good faith effort to take such corporate action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.



(f)	Effect of
Conversion. On the date of any Conversion, all rights of any Holder with respect to the shares of the Class B Common Stock
so converted, including the rights, if any, to receive distributions of the Corporation’s assets or notices from the Corporation,
will terminate.



(g)	Notices
of Record Date. In the event that the Corporation shall propose at any time:



(i) to effect
any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or



(ii) 	to voluntarily
liquidate or dissolve or to enter into any transaction deemed to be a liquidation, dissolution or winding up of the Corporation;



then, in connection
with each such event, the Corporation shall send to the holders of the Class B Common at least ten (10) Business Days prior written
notice of a record date for determining rights to vote in respect of the matters referred to above.



Such written notice
shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Class B Common Stock at the
address for each such Holder as shown on the books of the Corporation and shall be deemed given on the date such notice is mailed.
The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the vote or written
consent of the holders of a majority of the Class B Common Stock, voting together as a single class.



7





Designation of Series A Convertible Preferred Stock, Series
B Convertible Preferred Stock and Series C Convertible Preferred Stock:



The Corporation shall have three classes of
Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, with such powers and preferences,
and the relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereon set forth
below:



CERTIFICATE OF DESIGNATIONS

ESTABLISHING THE DESIGNATIONS, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF THE

SERIES A CONVERTIBLE PREFERRED STOCK



Pursuant to Sections 6.10 and 10.20 of the
Illinois Business Corporation Act of 1983, the Corporation has adopted a designation of One Thousand (1,000) shares of Series A
Convertible Preferred Stock, par value $0.01 per share which have the powers and preferences, and the relative, participating,
optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below (the “Designation”
or “Certificate of Designation”):



Section 1. DESIGNATION OF SERIES; RANK.
The shares of such series shall be designated as the "Series A Convertible Preferred Stock" (the "Series
A Preferred Stock") and the number of shares initially constituting such series shall be One Thousand (1,000) shares.



Section 2. DEFINITIONS.



For purposes of this
Designation, the following definitions shall apply:



(a)	“Business
Day” means a day in which a majority of the banks in the State of Illinois in the United States of America are open
for business.



(b)	“Common
Stock” means the Corporation’s $0.01 par value Class A Common Stock and Class B Common Stock.



(c)	"Distribution"
shall mean the transfer of cash, Common Stock or other property without consideration whether by way of dividend or otherwise to
the shareholders of Common Stock.



(d)	“First
Dividend Date” means January 1st of any year following a calendar year in which the Corporation has generated
revenue of over $2 million based on the Corporation’s audited statement of operations.



(e)	“First
Dividend Rate” means 1.5% of the Company’s revenues per quarter, based on the revenues set forth in the Company’s
financial statements as filed with the Securities and Exchange Commission on Form 10-Q or Form 10-K.

8









(f)	“Holder”shall mean the person or entity in which the Series A Preferred Stock is registered on the books of the Corporation, which
shall initially be the person or entity which such Series A Preferred Stock is issued to, and shall thereafter be permitted and
legal assigns which the Corporation is notified of by the Holder and which the Holder has provided a valid legal opinion in connection
therewith to the Corporation.



(g)	“Junior
Stock” shall mean the Common Stock and each other class of capital stock or series of preferred stock of the Corporation
established after the Original Issue Date, the terms of which do not expressly provide that such class or series ranks senior to
or on parity with the Series A Preferred Stock upon the liquidation, winding-up or dissolution of the Corporation.



(h)	"Market
Price"means, for any security as of any date, the last sales price of such security on the principal trading market
where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Corporation if Bloomberg Financial Markets is not then reporting closing sales prices of such security)
(collectively, "Bloomberg"),or if the foregoing does not apply, the last reported sales price of
such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg, or, if no such price is reported for such security by Bloomberg, the average of the bid prices of all market makers
for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc., in each case
for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day. If the
Market Price cannot be calculated for such security on any of the foregoing bases, the Market Price of such security on such date
shall be the fair market value as reasonably determined by a valuation firm, with experience in the valuation of securities similar
to the Corporation’s, chosen by the Board of Directors of the Corporation in its sole discretion, with the costs of such
appraisal to be borne by the Corporation.



(i)	“Original
Issue Date”shall mean the date upon which the shares of Series A Preferred Stock are first issued.



(j)	“Liquidation
Preference”shall be equal to $.01 per share for the Series A Convertible Preferred Stock (as appropriately adjusted
for any Recapitalizations).



(k)	“Second
Dividend Date” means January 1st of any year following a calendar year in which the Corporation has generated
net income of over $2 million based on the Corporation’s audited statement of operations.



(l)	“Second
Dividend Rate” means 24% of the Corporation’s net income based on the Corporation’s audited statement
of operations.

9







(m)	“Senior
Securities”shall mean any senior debt or other security holders of the Corporation, including certain banks and/or
institutions, which hold security interests over the Corporation’s assets as of the Original Issue Date, or which the Corporation
may agree in the future to provide such first priority security interests to, which shall not require the approval and/or consent
of the Series A Preferred Stock Holders.



(n)	“Class
A Common Stock” means the Corporation’s Class A Common Stock, $0.01 par value per share.



(o)	“Series
A Preferred Stock Certificates”means the certificates, as replaced from time to time, evidencing the outstanding
Series A Preferred Stock shares.



(p)	"Recapitalization"shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other
similar event.



(q)	“Restricted
Shares”means shares of the Corporation’s Common Stock which are restricted from being transferred by the Holder
thereof unless the transfer is effected in compliance with the Securities Act of 1933, as amended and applicable state securities
laws (including investment suitability standards, which shares shall bear the following restrictive legend (or one substantially
similar):



"The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired
for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities
Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel,
satisfactory to counsel for the corporation, that registration is not required under any such acts."



SECTION 3. DIVIDENDS.



(a)	Dividends
in General. Dividends shall accrue on the Series A Preferred Stock, Quarterly in arrears, for each Quarter that such Preferred
Stock is outstanding, (a) beginning on the First Dividend Date, equal to the First Dividend Rate, and additional dividends (b)
beginning effective on the Second Dividend Date, based on the Second Dividend Rate, until such dividends are paid in full
as provided below (“Dividends”).



(b)	 Payment
of Dividends. The Corporation shall pay the Holder of the Series A Preferred Stock the accrued Dividends in cash or shares
of common stock based on the Market Price, at the option of the Corporation from time to time, provided that until paid in the
sole discretion of the Corporation, such Dividends shall continue to accrue.



(c)	Additional
Dividend Policies.



(i)	In any calendar
year, the Holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividends, when, as and only if
declared by the Board of Directors, out of any assets at the time legally available therefor, payable in preference and priority
to any declaration or payment of any Distribution on Common Stock of the Corporation in such calendar year. No Distributions shall
be made with respect to the Common Stock until all declared Dividends on the Series A Preferred Stock have been paid or set aside
for payment to the Series A Preferred Stock holders.



(ii)	 Non-Cash
Distributions. Whenever a Distribution provided for in this Section 3 shall be payable in property other than cash, the value
of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.



(iii)	Other
Distributions. Subject to the terms of this Certificate of Designations, and to the fullest extent permitted by Illinois law,
the Corporation shall be expressly permitted to redeem, repurchase or make distributions on the shares of its capital stock in
all circumstances other than where doing so would cause the Corporation to be unable to pay its debts as they become due in the
usual course of business.



SECTION 4.
LIQUIDATION PREFERENCE.



(a)	 Liquidation
Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary,
the Holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of
the assets of the Corporation to the Holders of the Junior Stock by reason of their ownership of such stock, but not prior to any
holders of the Corporation’s Senior Securities, which holders shall have priority to the distribution of any assets of the
Corporation, an amount per share for each share of Series A Preferred Stock held by them equal to the sum of (i) the Liquidation
Preference specified for such share of Series A Preferred Stock, and (ii) all declared but unpaid Dividends (if any) on such shares
of Series A Preferred Stock. If upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation
legally available for distribution to the Holders of the Series A Preferred Stock are insufficient to permit the payment to such
Holders of the full amounts specified in this Section 4(a), subsequent to the payment to the Senior Securitiesthen the
entire remaining assets of the Corporation following the payment to the Senior Securities legally available for distribution shall
be distributed with equal priority and pro rata among the Holders of the Series A Preferred Stock in proportion to the full amounts
they would otherwise be entitled to receive pursuant to this Section 4(a).

10









(b)	 Remaining
Assets. After the payment to the Holders of Series A Preferred Stock of the full preferential amounts specified above, the
entire remaining assets of the Corporation legally available for distribution by the Corporation shall be distributed with equal
priority and pro rata among the Holders of the Junior Stock in proportion to the number of shares of Junior Stock, and the terms
of such Junior Stock, held by them.



(c)	Valuation
of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation,
dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value
as determined in good faith by the Board of Directors. In the event of a merger or other acquisition of the Corporation by another
entity, the Distribution date shall be deemed to be the date such transaction closes.



SECTION 5.	CONVERSION
RIGHTS. The Series A Preferred Stock shall be convertible into Common Stock as follows (the "Conversion Rights"):



(b)	 Holder’s
Right to Convert.



(i)	All shares
Series A Preferred Stock shall be convertible, at the option of the Holder thereof, subject to Section 5(m) below, with five (5)
Business Days written notice to the Corporation (a “Notice of Conversion“), at the office of the Corporation
or any transfer agent for the Series A Preferred Stock, into that number of fully-paid, non-assessable shares of Class A Common
Stock determined by multiplying the total number of shares of Class A Common Stock issued and outstanding by 0.60 (the “Shares”).
The Holder may only affect a conversion of all of the Series A Preferred Stock shares which he, she or it owns pursuant to and
in compliance with the restrictions on conversion set forth herein (each a “Conversion”).



(ii)	Mechanics
of Conversion. In order to effect a Conversion, a Holder shall: (i) fax (or otherwise deliver) a copy of the fully executed
Notice of Conversion to the Corporation (Attention: Corporate Secretary), and (ii) surrender or cause to be surrendered the original
Series A Preferred Stock Certificates being converted, duly endorsed, along with a copy of the Notice of Conversion as soon as
practicable thereafter to the Corporation which the Holder desires to convert. Upon receipt by the Corporation of a facsimile copy
of a Notice of Conversion from a Holder, the Corporation shall promptly send, via facsimile, a confirmation to such Holder stating
that the Notice of Conversion has been received, the date upon which the Corporation expects to deliver the Common Stock issuable
upon such conversion and the name and telephone number of a contact person at the Corporation regarding the conversion and/or any
deficiencies that exist in connection with such Notice of Conversion. The Corporation shall not be obligated to issue shares of
Common Stock upon a conversion unless the original Series A Preferred Stock Certificates Converted are delivered to the Corporation
as provided above. In the event the Holder has lost or misplaced the certificates evidencing the Series A Preferred Stock, the
Holder shall be required to provide the Corporation or the Corporation’s Transfer Agent (as applicable) with whatever documentation
and fees each may require to re-issue the Series A Preferred Stock Certificates and shall be required to provide such re-issued
Series A Preferred Stock Certificates to the Corporation in connection with such Notice of Conversion. Unless the Notice of Conversion
provided by the Holder includes a valid opinion from an attorney stating that such Shares of Common Stock issuable in connection
with the Notice of Conversion can be issued free of restrictive legend, which shall be determined by the Corporation in its sole
discretion, such shares shall be issued as Restricted Shares.

11







(iii)	Delivery
of Common Stock Upon Conversion. Upon the surrender of Series A Preferred Stock Certificates accompanied by a Notice of Conversion,
the Corporation (itself, or through its transfer agent) shall, no later than the fifth (5th) Business Day following the date of
such surrender (the "Delivery Period"),issue and deliver (i.e., deposit with a nationally recognized
overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Class A Common Stock issuable
upon conversion of such shares of Series A Preferred Stock being converted and (y) the total amount of the accrued and unpaid Dividends.



(b)	Taxes.
	The Corporation shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue
and delivery of shares of Common Stock upon conversion in a name other than that in which the shares of the Series A Preferred
Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue
or delivery 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. The Corporation shall withhold from any payment due whatsoever in connection with the Series A Preferred
Stock any and all required withholdings and/or taxes the Corporation, in its sole discretion deems reasonable or necessary, absent
an opinion from Holder’s accountant or legal counsel, acceptable to the Corporation in its sole determination, that such
withholdings and/or taxes are not required to be withheld by the Corporation.



(h)	Adjustments
for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Series A Preferred Stock
shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event,
in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each Holder of
such Series A Preferred Stock shall have the right thereafter to convert such shares of Series A Preferred Stock into a number
of shares of such other class or classes of stock which a Holder of the number of shares of Common Stock deliverable upon conversion
of such series of Series A Preferred Stock immediately before that change would have been entitled to receive in such reorganization
or reclassification, all subject to further adjustment as provided herein with respect to such other shares.



(i)	No Impairment.
The Corporation will not through any reorganization, transfer of assets, 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 the provisions of this Section 5 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 Series
A Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section 5(d) shall prohibit the Corporation
from amending its Certificate of Incorporation with the requisite consent of its shareholders and the Board of Directors.

12







(j)	Reservation
of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the Conversion of the shares of the Series A Preferred Stock,
such number of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all then outstanding
shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the Conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation will within
a reasonable time period make a good faith effort to take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.



(k)	Effect of
Conversion. On the date of any Conversion, all rights of any Holder with respect to the shares of the Series A Preferred Stock
so converted, including the rights, if any, to receive distributions of the Corporation’s assets or notices from the Corporation,
will terminate.



(l)	Notices
of Record Date. In the event that the Corporation shall propose at any time:



(i) 	to effect
any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or



(ii) 	to voluntarily
liquidate or dissolve or to enter into any transaction deemed to be a liquidation, dissolution or winding up of the Corporation;



then, in connection
with each such event, the Corporation shall send to the holders of the Series A Preferred Stock at least ten (10) Business Days
prior written notice of a record date for determining rights to vote in respect of the matters referred to above.



Such written notice
shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Series A Preferred Stock
at he address for each such Holder as shown on the books of the Corporation and shall be deemed given on the date such notice
is mailed. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the vote
or written consent of the holders of a majority of the Series A Preferred Stock, voting together as a single class.

13







(m)	Beneficial
Ownership Limitation. The applicable number of shares of Series A Preferred Stock shall not be convertible during any time
that, and only to the extent that, the number of Shares to be issued to the Holder upon such Conversion, when added to the number
of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of the Series A Preferred Stock, and not
including any other securities of the Company held by the Holder having a provision substantially similar to this paragraph) at
the time of such Conversion, would exceed 9.99% (the “Maximum Percentage”) of the number of shares of
Common Stock of the Company outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
Conversion of the Series A Preferred Stock held by the Holder, as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Beneficial Ownership Limitation”). The Maximum Percentage and
Beneficial Ownership Limitation shall not apply to any duly appointed officers and/or directors of the Company, which individuals
shall have no limitation pursuant to this Section 5(m) on the number of Shares they can receive upon Conversion of the Series A
Preferred Stock. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 5(m) 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.



SECTION 6. VOTING.The
Series A Preferred Stock shall have no voting rights and shall have no right to vote on any shareholder matters (other than as
expressly stated below under Section 7) or as otherwise provided for by Illinois law.



SECTION 7.	PROTECTIVE
PROVISIONS.



Subject to the rights
of series of Series A Preferred Stock which may from time to time come into existence, so long as any shares of Series A Preferred
Stock are outstanding, the Corporation shall not without first obtaining the approval (by written consent, as provided by law)
of the holders of 2/3rds of the then outstanding shares of Series A Preferred Stock, voting together as a class:



(a)	Increase or
decrease (other than by redemption or conversion) the total number of authorized shares of Series A Preferred Stock;



(b)	Effect an exchange,
reclassification, or cancellation of all or a part of the Series A Preferred Stock, but excluding a stock split, forward split
or reverse stock split of the Corporation’s Common Stock or Series A Preferred Stock;



(c)	Effect an exchange,
or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock;
or

14









(d)	Alter or change
the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series,
including the rights set forth in this Designation.



PROVIDED, HOWEVER,
that the Corporation may, by any means authorized by law and without any vote of the Holders of shares of the Series A Preferred
Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series A Preferred Stock. The Corporation
may also designate and issue additional series of preferred stock from time to time in the sole discretion of the Corporation’s
Board of Directors, which such rights, privileges, preferences and limitations shall be determined by the Corporation’s Board
of Directors in its sole discretion, and which designations and issuances shall not require the approval of the holders of the
Series A Preferred Stock.



SECTION 8.
	PREEMPTIVE RIGHTS.Holders of Series A Preferred Stock and holders of Common Stock shall not be entitled to any preemptive,
subscription or similar rights in respect to any securities of the Corporation, except as specifically set forth herein or in any
other document agreed to by the Corporation.



SECTION 9.
	NOTICES.In addition to any other means of notice provided by law or in the Corporation's Bylaws, any notice required by
the provisions of this Designation to be given to the holders of Series A Preferred Stock shall be deemed given if deposited in
the United States mail, postage prepaid, and addressed to each Holder of record at such Holder's address appearing on the books
of the Corporation.



SECTION
10. MISCELLANEOUS.



(a)	The headings
of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of this Certificate of Designation.



(b)	Whenever
possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under
applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision
herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction
should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended
or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid
under applicable law.



(c)	Except
as may otherwise be required by law, the shares of the Series A Preferred Stock shall not have any powers, designations, preferences
or other special rights, other than those specifically set forth in this Certificate of Designation.

15







CERTIFICATE OF DESIGNATIONS

ESTABLISHING THE DESIGNATIONS, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF THE

SERIES B CONVERTIBLE PREFERRED STOCK



Pursuant to Sections 6.10 and 10.20 of the
Illinois Business Corporation Act of 1983, the Corporation has adopted a designation of One Thousand (1,000) shares of Series B
Convertible Preferred Stock, par value $0.01 per share which have the powers and preferences, and the relative, participating,
optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below (the “Designation”
or “Certificate of Designation”):



Section 1. DESIGNATION OF SERIES; RANK.
The shares of such series shall be designated as the "Series B Convertible Preferred Stock" (the "Series
B Preferred Stock") and the number of shares initially constituting such series shall be One Thousand (1,000) shares.



Section 2. DEFINITIONS.



For purposes of this Designation, the following
definitions shall apply:



(a)	“Business Day”
means a day in which a majority of the banks in the State of Illinois in the United States of America are open for business.



(b)	“Common
Stock” means the Corporation’s $0.01 par value Class A Common Stock and Class B Common Stock.



(c)	"Distribution"
shall mean the transfer of cash, Common Stock or other property without consideration whether by way of dividend or otherwise to
the shareholders of Common Stock.



(d)	“First
Dividend Date” means January 1st of any year following a calendar year in which the Corporation has generated
revenue of over $1 million based on the Corporation’s audited statement of operations.



(e)	“First
Dividend Rate” means 1.5% of the Company’s revenues per quarter, based on the revenues set forth in the Company’s
financial statements as filed with the Securities and Exchange Commission on Form 10-Q or Form 10-K.



(f)	“Holder”shall mean the person or entity in which the Series B Preferred Stock is registered on the books of the Corporation, which
shall initially be the person or entity which such Series B Preferred Stock is issued to, and shall thereafter be permitted and
legal assigns which the Corporation is notified of by the Holder and which the Holder has provided a valid legal opinion in connection
therewith to the Corporation.

16







(g)	“Junior
Stock” shall mean the Common Stock and each other class of capital stock or series of preferred stock of the Corporation
established after the Original Issue Date, the terms of which do not expressly provide that such class or series ranks senior
to or on parity with the Series B Preferred Stock upon the liquidation, winding-up or dissolution of the Corporation.



(h)	"Market
Price"means, for any security as of any date, the last sales price of such security on the principal trading market
where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Corporation if Bloomberg Financial Markets is not then reporting closing sales prices of such security)
(collectively, "Bloomberg"),or if the foregoing does not apply, the last reported sales price of
such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg, or, if no such price is reported for such security by Bloomberg, the average of the bid prices of all market makers
for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc., in each case
for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day. If the
Market Price cannot be calculated for such security on any of the foregoing bases, the Market Price of such security on such date
shall be the fair market value as reasonably determined by a valuation firm, with experience in the valuation of securities similar
to the Corporation’s, chosen by the Board of Directors of the Corporation in its sole discretion, with the costs of such
appraisal to be borne by the Corporation.



(i)	“Original
Issue Date”shall mean the date upon which the shares of Series B Preferred Stock are first issued.



(j)	““Liquidation
Preference”shall be equal to $0.01 per share for the Series A Convertible Preferred Stock (as appropriately adjusted
for any Recapitalizations).



(k)	“Second
Dividend Date” means January 1st of any year following a calendar year in which the Corporation has generated
net income of over $2 million based on the Corporation’s audited statement of operations.



(l)	“Second
Dividend Rate” means 6% of the Corporation’s net income based on the Corporation’s audited statement
of operations.



(m)	“Senior
Securities”shall mean (a) the Series A Convertible Preferred Stock of the Corporation; and (b) any senior debt
or other security holders of the Corporation, including certain banks and/or institutions, which hold security interests over
the Corporation’s assets as of the Original Issue Date, or which the Corporation may agree in the future to provide such
first priority security interests to, which shall not require the approval and/or consent of the Series B Preferred Stock Holders.





17







(n)	“Class
A Common Stock” means the Corporation’s Class A Common Stock, $0.01 par value per share.



(o)	“Series
B Preferred Stock Certificates”means the certificates, as replaced from time to time, evidencing the outstanding
Series B Preferred Stock shares.



(p)	"Recapitalization"shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other
similar event.



(q)	“Restricted
Shares”means shares of the Corporation’s Common Stock which are restricted from being transferred by the Holder
thereof unless the transfer is effected in compliance with the Securities Act of 1933, as amended and applicable state securities
laws (including investment suitability standards, which shares shall bear the following restrictive legend (or one substantially
similar):



"The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired
for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities
Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel,
satisfactory to counsel for the corporation, that registration is not required under any such acts."



SECTION 3. DIVIDENDS.



(a)	Dividends
in General. Dividends shall accrue on the Series B Preferred Stock, Quarterly in arrears, for each Quarter that such Preferred
Stock is outstanding, (a) beginning on the First Dividend Date, equal to the First Dividend Rate, and additional dividends (b)
beginning effective on the Second Dividend Date, based on the Second Dividend Rate, until such dividends are paid in full
as provided below (“Dividends”).



(b)	 Payment
of Dividends. The Corporation shall pay the Holder of the Series B Preferred Stock the accrued Dividends in cash or shares
of common stock based on the Market Price, at the option of the Corporation from time to time, provided that until paid in the
sole discretion of the Corporation, such Dividends shall continue to accrue.

18









(c)	Additional
Dividend Policies.



(i)	In any calendar
year, the Holders of outstanding shares of Series B Preferred Stock shall be entitled to receive dividends, when, as and only if
declared by the Board of Directors, out of any assets at the time legally available therefor, payable in preference and priority
to any declaration or payment of any Distribution on Common Stock of the Corporation in such calendar year. No Distributions shall
be made with respect to the Common Stock until all declared Dividends on the Series B Preferred Stock have been paid or set aside
for payment to the Series B Preferred Stock holders.



(ii)	 Non-Cash
Distributions. Whenever a Distribution provided for in this Section 3 shall be payable in property other than cash, the value
of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.



(iii)	Other
Distributions. Subject to the terms of this Certificate of Designations, and to the fullest extent permitted by Illinois law,
the Corporation shall be expressly permitted to redeem, repurchase or make distributions on the shares of its capital stock in
all circumstances other than where doing so would cause the Corporation to be unable to pay its debts as they become due in the
usual course of business.



SECTION 4.
LIQUIDATION PREFERENCE.



(a)	 Liquidation
Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary,
the Holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of
the assets of the Corporation to the Holders of the Junior Stock by reason of their ownership of such stock, but not prior to any
holders of the Corporation’s Senior Securities, which holders shall have priority to the distribution of any assets of the
Corporation, an amount per share for each share of Series B Preferred Stock held by them equal to the sum of (i) the Liquidation
Preference specified for such share of Series B Preferred Stock, and (ii) all declared but unpaid Dividends (if any) on such shares
of Series B Preferred Stock. If upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation
legally available for distribution to the Holders of the Series B Preferred Stock are insufficient to permit the payment to such
Holders of the full amounts specified in this Section 4(a), subsequent to the payment to the Senior Securitiesthen the
entire remaining assets of the Corporation following the payment to the Senior Securities legally available for distribution shall
be distributed with equal priority and pro rata among the Holders of the Series B Preferred Stock in proportion to the full amounts
they would otherwise be entitled to receive pursuant to this Section 4(a).



(b)	Remaining
Assets. After the payment to the Holders of Series B Preferred Stock of the full preferential amounts specified above, the
entire remaining assets of the Corporation legally available for distribution by the Corporation shall be distributed with equal
priority and pro rata among the Holders of the Junior Stock in proportion to the number of shares of Junior Stock, and the terms
of such Junior Stock, held by them.

19









(d)	Valuation
of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation,
dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value
as determined in good faith by the Board of Directors. In the event of a merger or other acquisition of the Corporation by another
entity, the Distribution date shall be deemed to be the date such transaction closes.



SECTION 5.	CONVERSION
RIGHTS. The Series B Preferred Stock shall be convertible into Common Stock as follows (the "Conversion Rights"):



(a)	 Holder’s
Right to Convert.



(i)	All shares
Series B Preferred Stock shall be convertible, at the option of the Holder thereof, subject to Section 5(h) below, with five (5)
Business Days written notice to the Corporation (a “Notice of Conversion“), at the office of the Corporation
or any transfer agent for the Series B Preferred Stock, into that number of fully-paid, non-assessable shares of Class A Common
Stock determined by multiplying the total number of shares of Class A Common Stock issued and outstanding by 0.10 (the “Shares”).
The Holder may only affect a conversion of all of the Series B Preferred Stock shares which he, she or it owns pursuant to and
in compliance with the restrictions on conversion set forth herein and only at such time as all other Holders of Series B Preferred
Stock desire to convert such shares of Series B Preferred Stock which they hold as provided in this Section 5(b)(i.e., no Conversion
shall take place unless all outstanding shares of Series B Preferred Stock are Converted at the same time)(each a “Conversion”).



(ii)	Mechanics
of Conversion. In order to effect a Conversion, a Holder shall: (i) fax (or otherwise deliver) a copy of the fully executed
Notice of Conversion to the Corporation (Attention: Corporate Secretary), and (ii) surrender or cause to be surrendered the original
Series B Preferred Stock Certificates being converted, duly endorsed, along with a copy of the Notice of Conversion as soon as
practicable thereafter to the Corporation which the Holder desires to convert. Upon receipt by the Corporation of a facsimile copy
of a Notice of Conversion from a Holder, the Corporation shall promptly send, via facsimile, a confirmation to such Holder stating
that the Notice of Conversion has been received, the date upon which the Corporation expects to deliver the Common Stock issuable
upon such conversion and the name and telephone number of a contact person at the Corporation regarding the conversion and/or any
deficiencies that exist in connection with such Notice of Conversion. The Corporation shall not be obligated to issue shares of
Common Stock upon a conversion unless the original Series B Preferred Stock Certificates Converted are delivered to the Corporation
as provided above. In the event the Holder has lost or misplaced the certificates evidencing the Series B Preferred Stock, the
Holder shall be required to provide the Corporation or the Corporation’s Transfer Agent (as applicable) with whatever documentation
and fees each may require to re-issue the Series B Preferred Stock Certificates and shall be required to provide such re-issued
Series B Preferred Stock Certificates to the Corporation in connection with such Notice of Conversion. Unless the Notice of Conversion
provided by the Holder includes a valid opinion from an attorney stating that such Shares of Common Stock issuable in connection
with the Notice of Conversion can be issued free of restrictive legend, which shall be determined by the Corporation in its sole
discretion, such shares shall be issued as Restricted Shares.

20







(iii)	Delivery
of Common Stock Upon Conversion. Upon the surrender of Series B Preferred Stock Certificates accompanied by a Notice of Conversion,
the Corporation (itself, or through its transfer agent) shall, no later than the fifth (5th) Business Day following the date of
such surrender (the "Delivery Period"),issue and deliver (i.e., deposit with a nationally recognized
overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Class A Common Stock issuable
upon conversion of such shares of Series B Preferred Stock being converted and (y) the total amount of the accrued and unpaid Dividends.



(b)	Taxes.
	The Corporation shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue
and delivery of shares of Common Stock upon conversion in a name other than that in which the shares of the Series B Preferred
Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue
or delivery 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. The Corporation shall withhold from any payment due whatsoever in connection with the Series B Preferred
Stock any and all required withholdings and/or taxes the Corporation, in its sole discretion deems reasonable or necessary, absent
an opinion from Holder’s accountant or legal counsel, acceptable to the Corporation in its sole determination, that such
withholdings and/or taxes are not required to be withheld by the Corporation.



(c)	Adjustments
for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Series B Preferred Stock
shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event,
in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each Holder of
such Series B Preferred Stock shall have the right thereafter to convert such shares of Series B Preferred Stock into a number
of shares of such other class or classes of stock which a Holder of the number of shares of Common Stock deliverable upon conversion
of such series of Series B Preferred Stock immediately before that change would have been entitled to receive in such reorganization
or reclassification, all subject to further adjustment as provided herein with respect to such other shares.



(d)	No Impairment.
The Corporation will not through any reorganization, transfer of assets, 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 the provisions of this Section 5 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 Series
B Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section 5(d) shall prohibit the Corporation
from amending its Certificate of Incorporation with the requisite consent of its shareholders and the Board of Directors.



(e)	Reservation
of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the Conversion of the shares of the Series B Preferred Stock,
such number of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all then outstanding
shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the Conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation will within
a reasonable time period make a good faith effort to take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.



(f)	Effect of
Conversion. On the date of any Conversion, all rights of any Holder with respect to the shares of the Series B Preferred Stock
so converted, including the rights, if any, to receive distributions of the Corporation’s assets or notices from the Corporation,
will terminate.



(g)	Notices
of Record Date. In the event that the Corporation shall propose at any time:



(i) 	to effect
any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or



(ii) 	to voluntarily
liquidate or dissolve or to enter into any transaction deemed to be a liquidation, dissolution or winding up of the Corporation;



then, in connection
with each such event, the Corporation shall send to the holders of the Series B Preferred Stock at least ten (10) Business Days
prior written notice of a record date for determining rights to vote in respect of the matters referred to above.



Such written notice
shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Series B Preferred Stock
at the address for each such Holder as shown on the books of the Corporation and shall be deemed given on the date such notice
is mailed. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the vote
or written consent of the holders of a majority of the Series B Preferred Stock, voting together as a single class.

21







(h)	Beneficial
Ownership Limitation. The applicable number of shares of Series B Preferred Stock shall not be convertible during any time
that, and only to the extent that, the number of Shares to be issued to the Holder upon such Conversion, when added to the number
of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of the Series B Preferred Stock, and not
including any other securities of the Company held by the Holder having a provision substantially similar to this paragraph) at
the time of such Conversion, would exceed 9.99% (the “Maximum Percentage”) of the number of shares of
Common Stock of the Company outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
Conversion of the Series B Preferred Stock held by the Holder, as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Beneficial Ownership Limitation”). The Maximum Percentage and
Beneficial Ownership Limitation shall not apply to any duly appointed officers and/or directors of the Company, which individuals
shall have no limitation pursuant to this Section 5(h) on the number of Shares they can receive upon Conversion of the Series
B Preferred Stock. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 5(h) 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.



SECTION 6. VOTING.The
Series B Preferred Stock shall have no voting rights and shall have no right to vote on any shareholder matters (other than as
expressly stated below under Section 7) or as otherwise provided for by Illinois law.



SECTION 7.	PROTECTIVE
PROVISIONS.



Subject to the rights
of series of Series B Preferred Stock which may from time to time come into existence, so long as any shares of Series B Preferred
Stock are outstanding, the Corporation shall not without first obtaining the approval (by written consent, as provided by law)
of the holders of 2/3rds of the then outstanding shares of Series B Preferred Stock, voting together as a class:



(a)	Increase or
decrease (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock;



(b)	Effect an exchange,
reclassification, or cancellation of all or a part of the Series B Preferred Stock, but excluding a stock split, forward split
or reverse stock split of the Corporation’s Common Stock or Series B Preferred Stock;



(c)	Effect an exchange,
or create a right of exchange, of all or part of the shares of another class of shares into shares of Series B Preferred Stock;
or



(d)	Alter or change
the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares of such series,
including the rights set forth in this Designation.

22









PROVIDED, HOWEVER,
that the Corporation may, by any means authorized by law and without any vote of the Holders of shares of the Series B Preferred
Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series B Preferred Stock. The Corporation
may also designate and issue additional series of preferred stock from time to time in the sole discretion of the Corporation’s
Board of Directors, which such rights, privileges, preferences and limitations shall be determined by the Corporation’s Board
of Directors in its sole discretion, and which designations and issuances shall not require the approval of the holders of the
Series B Preferred Stock.



SECTION 8.
	PREEMPTIVE RIGHTS.Holders of Series B Preferred Stock and holders of Common Stock shall not be entitled to any preemptive,
subscription or similar rights in respect to any securities of the Corporation, except as specifically set forth herein or in any
other document agreed to by the Corporation.



SECTION 9.
	NOTICES.In addition to any other means of notice provided by law or in the Corporation's Bylaws, any notice required by
the provisions of this Designation to be given to the holders of Series B Preferred Stock shall be deemed given if deposited in
the United States mail, postage prepaid, and addressed to each Holder of record at such Holder's address appearing on the books
of the Corporation.



SECTION
10. MISCELLANEOUS.



(a)	The headings
of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of this Certificate of Designation.



(b)	Whenever
possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under
applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision
herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction
should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended
or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid
under applicable law.







(c)	Except
as may otherwise be required by law, the shares of the Series B Preferred Stock shall not have any powers, designations, preferences
or other special rights, other than those specifically set forth in this Certificate of Designation.”



23





CERTIFICATE OF DESIGNATIONS

ESTABLISHING THE DESIGNATIONS, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF THE

SERIES C CONVERTIBLE PREFERRED STOCK



Pursuant to Sections 6.10 and 10.20 of the
Illinois Business Corporation Act of 1983, the Corporation has adopted a designation of Three Billion (3,000,000,000) shares of
Series C Convertible Preferred Stock, par value $0.01 per share which have the powers and preferences, and the relative, participating,
optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below (the “Designation”
or “Certificate of Designation”):



Section 1. DESIGNATION OF SERIES; RANK.
The shares of such series shall be designated as the "Series C Convertible Preferred Stock" (the "Series
C Preferred Stock") and the number of shares initially constituting such series shall be Three Billion (3,000,000,000)
shares.



Section 2. DEFINITIONS.



For purposes of this Designation, the following
definitions shall apply:



(r)	“Business Day”
means a day in which a majority of the banks in the State of Illinois in the United States of America are open for business.



(s)	“Common
Stock” means the Corporation’s $0.01 par value Class A Common Stock and Class B Common Stock.



(t)	"Distribution"
shall mean the transfer of cash, Common Stock or other property without consideration whether by way of dividend or otherwise to
the shareholders of Common Stock.



(u)	“Dividend
Date” means January 1st of any year following a calendar year in which the Corporation has generated revenue
of over $1 million based on the Corporation’s audited statement of operations.



(v)	“Dividend
Rate” means 1.5% of the Company’s revenues per quarter, based on the revenues set forth in the Company’s
financial statements as filed with the Securities and Exchange Commission on Form 10-Q or Form 10-K.

24









(w)	“Holder”shall mean the person or entity in which the Series C Preferred Stock is registered on the books of the Corporation, which
shall initially be the person or entity which such Series C Preferred Stock is issued to, and shall thereafter be permitted and
legal assigns which the Corporation is notified of by the Holder and which the Holder has provided a valid legal opinion in connection
therewith to the Corporation.



(x)	“Junior
Stock” shall mean the Common Stock and each other class of capital stock or series of preferred stock of the Corporation
established after the Original Issue Date, the terms of which do not expressly provide that such class or series ranks senior to
or on parity with the Series C Preferred Stock upon the liquidation, winding-up or dissolution of the Corporation.



(y)	"Market
Price"means, for any security as of any date, the last sales price of such security on the principal trading market
where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Corporation if Bloomberg Financial Markets is not then reporting closing sales prices of such security)
(collectively, "Bloomberg"),or if the foregoing does not apply, the last reported sales price of
such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg, or, if no such price is reported for such security by Bloomberg, the average of the bid prices of all market makers
for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc., in each case
for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day. If the
Market Price cannot be calculated for such security on any of the foregoing bases, the Market Price of such security on such date
shall be the fair market value as reasonably determined by a valuation firm, with experience in the valuation of securities similar
to the Corporation’s, chosen by the Board of Directors of the Corporation in its sole discretion, with the costs of such
appraisal to be borne by the Corporation.



(z)	“Original
Issue Date”shall mean the date upon which the shares of Series C Preferred Stock are first issued.



(aa)	““Liquidation
Preference”shall be equal to $.01 per share for the Series A Convertible Preferred Stock (as appropriately adjusted
for any Recapitalizations).



(bb)	“Senior
Securities”shall mean (a) the Series A Convertible Preferred Stock of the Corporation; (b) the Series B Convertible
Preferred Stock of the Corporation; and (c) any senior debt or other security holders of the Corporation, including certain banks
and/or institutions, which hold security interests over the Corporation’s assets as of the Original Issue Date, or which
the Corporation may agree in the future to provide such first priority security interests to, which shall not require the approval
and/or consent of the Series C Preferred Stock Holders.

25









(cc)	“Class
A Common Stock” means the Corporation’s Class A Common Stock, $0.01 par value per share.



(dd)	“Series
C Preferred Stock Certificates”means the certificates, as replaced from time to time, evidencing the outstanding
Series C Preferred Stock shares.



(ee)	"Recapitalization"shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other
similar event.



(ff)	“Restricted
Shares”means shares of the Corporation’s Common Stock which are restricted from being transferred by the Holder
thereof unless the transfer is effected in compliance with the Securities Act of 1933, as amended and applicable state securities
laws (including investment suitability standards, which shares shall bear the following restrictive legend (or one substantially
similar):



"The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired
for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities
Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel,
satisfactory to counsel for the corporation, that registration is not required under any such acts."



SECTION 3. DIVIDENDS.



(c)	Dividends
in General. Dividends shall accrue on the Series C Preferred Stock, Quarterly in arrears, for each Quarter that such Preferred
Stock is outstanding, beginning on the Dividend Date, equal to the Dividend Rate, until such dividends are paid in full as provided
below (“Dividends”).



(d)	 Payment
of Dividends. The Corporation shall pay the Holder of the Series C Preferred Stock the accrued Dividends in cash or shares
of common stock based on the Market Price, at the option of the Corporation from time to time, provided that until paid in the
sole discretion of the Corporation, such Dividends shall continue to accrue.

26









(c)	Additional
Dividend Policies.



(i)	In any calendar
year, the Holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when, as and only if
declared by the Board of Directors, out of any assets at the time legally available therefor, payable in preference and priority
to any declaration or payment of any Distribution on Common Stock of the Corporation in such calendar year. No Distributions shall
be made with respect to the Common Stock until all declared Dividends on the Series C Preferred Stock have been paid or set aside
for payment to the Series C Preferred Stock holders.



(ii)	 Non-Cash
Distributions. Whenever a Distribution provided for in this Section 3 shall be payable in property other than cash, the value
of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.



(iii)	Other
Distributions. Subject to the terms of this Certificate of Designations, and to the fullest extent permitted by Illinois law,
the Corporation shall be expressly permitted to redeem, repurchase or make distributions on the shares of its capital stock in
all circumstances other than where doing so would cause the Corporation to be unable to pay its debts as they become due in the
usual course of business.



SECTION 4.
LIQUIDATION PREFERENCE.



(c)	 Liquidation
Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary,
the Holders of the Series C Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of
the assets of the Corporation to the Holders of the Junior Stock by reason of their ownership of such stock, but not prior to any
holders of the Corporation’s Senior Securities, which holders shall have priority to the distribution of any assets of the
Corporation, an amount per share for each share of Series C Preferred Stock held by them equal to the sum of (i) the Liquidation
Preference specified for such share of Series C Preferred Stock, and (ii) all declared but unpaid Dividends (if any) on such shares
of Series C Preferred Stock. If upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation
legally available for distribution to the Holders of the Series C Preferred Stock are insufficient to permit the payment to such
Holders of the full amounts specified in this Section 4(a), subsequent to the payment to the Senior Securitiesthen the
entire remaining assets of the Corporation following the payment to the Senior Securities legally available for distribution shall
be distributed with equal priority and pro rata among the Holders of the Series C Preferred Stock in proportion to the full amounts
they would otherwise be entitled to receive pursuant to this Section 4(a).



(d)	 Remaining
Assets. After the payment to the Holders of Series C Preferred Stock of the full preferential amounts specified above, the
entire remaining assets of the Corporation legally available for distribution by the Corporation shall be distributed with equal
priority and pro rata among the Holders of the Junior Stock in proportion to the number of shares of Junior Stock, and the terms
of such Junior Stock, held by them.

27









(e)	Valuation
of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation,
dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value
as determined in good faith by the Board of Directors. In the event of a merger or other acquisition of the Corporation by another
entity, the Distribution date shall be deemed to be the date such transaction closes.



SECTION 5.	CONVERSION
RIGHTS. The Series C Preferred Stock shall be convertible into Common Stock as follows (the "Conversion Rights"):



(b)	 Holder’s
Right to Convert.



(i)	Subject to
the Conversion Restrictions (described in Section 5(m) below), each share of Series C Preferred Stock shall be convertible, at
the option of the Holder thereof, subject to Sections 5(n) and 5(o) below, with five (5) Business Days written notice to the Corporation
(a “Notice of Conversion“), at the office of the Corporation or any transfer agent for the Series C Preferred
Stock, into three fully-paid, non-assessable shares of Class A Common Stock (the “Shares” and each a
“Conversion”).



(ii)	Mechanics
of Conversion. In order to effect a Conversion, a Holder shall: (i) fax (or otherwise deliver) a copy of the fully executed
Notice of Conversion to the Corporation (Attention: Corporate Secretary), and (ii) surrender or cause to be surrendered the original
Series C Preferred Stock Certificates being converted, duly endorsed, along with a copy of the Notice of Conversion as soon as
practicable thereafter to the Corporation which the Holder desires to convert. Upon receipt by the Corporation of a facsimile copy
of a Notice of Conversion from a Holder, the Corporation shall promptly send, via facsimile, a confirmation to such Holder stating
that the Notice of Conversion has been received, the date upon which the Corporation expects to deliver the Common Stock issuable
upon such conversion and the name and telephone number of a contact person at the Corporation regarding the conversion and/or any
deficiencies that exist in connection with such Notice of Conversion. The Corporation shall not be obligated to issue shares of
Common Stock upon a conversion unless the original Series C Preferred Stock Certificates Converted are delivered to the Corporation
as provided above. In the event the Holder has lost or misplaced the certificates evidencing the Series C Preferred Stock, the
Holder shall be required to provide the Corporation or the Corporation’s Transfer Agent (as applicable) with whatever documentation
and fees each may require to re-issue the Series C Preferred Stock Certificates and shall be required to provide such re-issued
Series C Preferred Stock Certificates to the Corporation in connection with such Notice of Conversion. Unless the Notice of Conversion
provided by the Holder includes a valid opinion from an attorney stating that such Shares of Common Stock issuable in connection
with the Notice of Conversion can be issued free of restrictive legend, which shall be determined by the Corporation in its sole
discretion, such shares shall be issued as Restricted Shares.

28









(iii)	Delivery
of Common Stock Upon Conversion. Upon the surrender of Series C Preferred Stock Certificates accompanied by a Notice of Conversion,
the Corporation (itself, or through its transfer agent) shall, no later than the fifth (5th) Business Day following the date of
such surrender (the "Delivery Period"),issue and deliver (i.e., deposit with a nationally recognized
overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Class A Common Stock issuable
upon conversion of such shares of Series C Preferred Stock being converted and (y) the total amount of the accrued and unpaid Dividends.



(b)	Taxes.
	The Corporation shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue
and delivery of shares of Common Stock upon conversion in a name other than that in which the shares of the Series C Preferred
Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue
or delivery 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. The Corporation shall withhold from any payment due whatsoever in connection with the Series C Preferred
Stock any and all required withholdings and/or taxes the Corporation, in its sole discretion deems reasonable or necessary, absent
an opinion from Holder’s accountant or legal counsel, acceptable to the Corporation in its sole determination, that such
withholdings and/or taxes are not required to be withheld by the Corporation.



(i)	Adjustments
for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Series C Preferred Stock
shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event,
in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each Holder of
such Series C Preferred Stock shall have the right thereafter to convert such shares of Series C Preferred Stock into a number
of shares of such other class or classes of stock which a Holder of the number of shares of Common Stock deliverable upon conversion
of such series of Series C Preferred Stock immediately before that change would have been entitled to receive in such reorganization
or reclassification, all subject to further adjustment as provided herein with respect to such other shares.



(j)	No Impairment.
The Corporation will not through any reorganization, transfer of assets, 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 the provisions of this Section 5 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 Series
C Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section 5(d) shall prohibit the Corporation
from amending its Certificate of Incorporation with the requisite consent of its shareholders and the Board of Directors.



29







(k)	Reservation
of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the Conversion of the shares of the Series C Preferred Stock,
such number of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all then outstanding
shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the Conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation will within
a reasonable time period make a good faith effort to take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.



(l)	Effect of
Conversion. On the date of any Conversion, all rights of any Holder with respect to the shares of the Series C Preferred Stock
so converted, including the rights, if any, to receive distributions of the Corporation’s assets or notices from the Corporation,
will terminate.



(m)	Notices
of Record Date. In the event that the Corporation shall propose at any time:



(i) 	to effect
any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or



(ii) 	to voluntarily
liquidate or dissolve or to enter into any transaction deemed to be a liquidation, dissolution or winding up of the Corporation;



then, in connection
with each such event, the Corporation shall send to the holders of the Series C Preferred Stock at least ten (10) Business Days
prior written notice of a record date for determining rights to vote in respect of the matters referred to above.



Such written notice
shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Series C Preferred Stock
at the address for each such Holder as shown on the books of the Corporation and shall be deemed given on the date such notice
is mailed. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the vote
or written consent of the holders of a majority of the Series C Preferred Stock, voting together as a single class.



(n)	Conversion
Restrictions. The following “Conversion Restrictions” shall apply to any Conversion of the Series
C Preferred Stock hereunder:



30







(i)	The Holder
(and any assigns) shall be prohibited from Converting any Series C Preferred Stock shares for a period of one (1) month from the
Original Issue Date;



(ii)	The Holder
(and any assigns) shall be prohibited from Converting not more than 30% of the Series C Preferred Stock shares originally issued
to Holder (the “Total Original Holder Shares”) during the second (2nd) month following the Original
Issue Date;



(iii)	The Holder
(and any assigns) shall be prohibited from Converting not more than an additional 30% (60% in total) of the Total Original Holder
Shares during the third (3rd) month following the Original Issue Date; and



(iv)	The Holder
(and any assigns) shall be prohibited from Converting not more than an additional 40% (100% in total) of the Total Original Holder
Shares following the end of the third (3rd) month following the Original Issue Date.



(o)	Beneficial
Ownership Limitation. The applicable number of shares of Series C Preferred Stock shall not be convertible during any time
that, and only to the extent that, the number of Shares to be issued to the Holder upon such Conversion, when added to the number
of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of the Series C Preferred Stock, and not
including any other securities of the Company held by the Holder having a provision substantially similar to this paragraph) at
the time of such Conversion, would exceed 9.99% (the “Maximum Percentage”) of the number of shares of
Common Stock of the Company outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
Conversion of the Series C Preferred Stock held by the Holder, as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Beneficial Ownership Limitation”). The Maximum Percentage and
Beneficial Ownership Limitation shall not apply to any duly appointed officers and/or directors of the Company, which individuals
shall have no limitation pursuant to this Section 5(o) on the number of Shares they can receive upon Conversion of the Series C
Preferred Stock. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 5(o) 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.



SECTION 6. VOTING.Except
as otherwise provided herein, or as required by Illinois law, the Series C Preferred Stock shall each vote three voting shares
and shall vote together with the shares of the Common Stock of the Company, and not as a separate class, at any annual or special
meeting of shareholders of the Company, and may act by written consent in the same manner as the Common Stock, in either case upon
the following basis: each Holder of shares of Series C Preferred Stock shall be entitled to that number of votes as equals three
multiplied by the number of shares of Series C Preferred Stock which such Holder holds immediately after the close of business
on the record date fixed for such meeting or the effective date of such written consent.



31







SECTION 7.	PROTECTIVE
PROVISIONS.



So long as any shares
of Series C Preferred Stock are outstanding, the Corporation shall not without first obtaining the approval (by written consent,
as provided by law) of the holders of 2/3rds of the then outstanding shares of Series C Preferred Stock, voting together as a class:



(e)	Increase or
decrease (other than by redemption or conversion) the total number of authorized shares of Series C Preferred Stock;



(f)	Effect an exchange,
reclassification, or cancellation of all or a part of the Series C Preferred Stock, but excluding a stock split, forward split
or reverse stock split of the Corporation’s Common Stock or Series C Preferred Stock;



(g)	Effect an exchange,
or create a right of exchange, of all or part of the shares of another class of shares into shares of Series C Preferred Stock;
or



(h)	Alter or change
the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely the shares of such series,
including the rights set forth in this Designation.



PROVIDED, HOWEVER,
that the Corporation may, by any means authorized by law and without any vote of the Holders of shares of the Series C Preferred
Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series C Preferred Stock. The Corporation
may also designate and issue additional series of preferred stock from time to time in the sole discretion of the Corporation’s
Board of Directors, which such rights, privileges, preferences and limitations shall be determined by the Corporation’s Board
of Directors in its sole discretion, and which designations and issuances shall not require the approval of the holders of the
Series C Preferred Stock.



SECTION 8.
	PREEMPTIVE RIGHTS.Holders of Series C Preferred Stock and holders of Common Stock shall not be entitled to any preemptive,
subscription or similar rights in respect to any securities of the Corporation, except as specifically set forth herein or in any
other document agreed to by the Corporation.



SECTION 9. 	NOTICES.In addition to any other means of notice provided by law or in the Corporation's Bylaws, any notice required by the provisions
of this Designation to be given to the holders of Series C Preferred Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each Holder of record at such Holder's address appearing on the books of the Corporation.



32







SECTION
10. MISCELLANEOUS.



(a)	The headings
of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of this Certificate of Designation.



(b)	Whenever
possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under
applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision
herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction
should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended
or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid
under applicable law.



(c)	Except
as may otherwise be required by law, the shares of the Series C Preferred Stock shall not have any powers, designations, preferences
or other special rights, other than those specifically set forth in this Certificate of Designation.”





33







CERTIFICATE OF DESIGNATIONS

ESTABLISHING THE DESIGNATIONS, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF THE

SERIES D CONVERTIBLE PREFERRED STOCK



Pursuant to Sections 6.10 and 10.20 of the
Illinois Business Corporation Act of 1983, the Corporation has adopted a designation of One Million (1,000,000) shares of Series
D Convertible Preferred Stock, par value $0.01 per share which have the powers and preferences, and the relative, participating,
optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below (the “Designation”
or “Certificate of Designation”):



Section 1. DESIGNATION OF SERIES; RANK.
The shares of such series shall be designated as the "Series D Convertible Preferred Stock" (the "Series
D Preferred Stock") and the number of shares initially constituting such series shall be One Million (1,000,000) shares.



Section 2. DEFINITIONS.



For purposes of this Designation, the following
definitions shall apply:



(gg)	“Business Day”
means a day in which a majority of the banks in the State of Illinois in the United States of America are open for business.



(hh)	“Common
Stock” means the Corporation’s $0.01 par value Class A Common Stock and Class B Common Stock.



(ii)	"Distribution"
shall mean the transfer of cash, Common Stock or other property without consideration whether by way of dividend or otherwise to
the shareholders of Common Stock.



(jj)	“Dividend
Date” means January 1st of any year following a calendar year.



(kk)	“Dividend
Rate” The Preferred Shares shall carry an 8.0% dividend, payable semiannually at Issuer’s election in either
(i) cash or (ii) shares of common stock. If Issuer elects to pay the dividend in shares of common stock, the number of shares to
be issued to the Holders shall be equal to the dividend divided by 90% of the prior ten-trading-day volume weighted average stock
price. Such election to pay dividends in cash or stock shall be widely publicly disclosed by the Issuer with a minimum of 5-days’
notice prior to the date of election.



(ll)	“Holder”shall mean the person or entity in which the Series D Preferred Stock is registered on the books of the Corporation, which
shall initially be the person or entity which such Series D Preferred Stock is issued to, and shall thereafter be permitted and
legal assigns which the Corporation is notified of by the Holder and which the Holder has provided a valid legal opinion in connection
therewith to the Corporation.

34









(mm)	“Junior
Stock” shall mean the Common Stock and each other class of capital stock or series of preferred stock of the Corporation
established after the Original Issue Date, the terms of which do not expressly provide that such class or series ranks senior to
or on parity with the Series D Preferred Stock upon the liquidation, winding-up or dissolution of the Corporation.



(nn)	"Market
Price"means, for any security as of any date, the last sales price of such security on the principal trading market
where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Corporation if Bloomberg Financial Markets is not then reporting closing sales prices of such security)
(collectively, "Bloomberg"),or if the foregoing does not apply, the last reported sales price of
such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg, or, if no such price is reported for such security by Bloomberg, the average of the bid prices of all market makers
for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc., in each case
for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day. If the
Market Price cannot be calculated for such security on any of the foregoing bases, the Market Price of such security on such date
shall be the fair market value as reasonably determined by a valuation firm, with experience in the valuation of securities similar
to the Corporation’s, chosen by the Board of Directors of the Corporation in its sole discretion, with the costs of such
appraisal to be borne by the Corporation.



(oo)	“Original
Issue Date”shall mean the date upon which the shares of Series D Preferred Stock are first issued.



(pp)	““Liquidation
Preference”shall be equal to $.01 per share for the Series D Convertible Preferred Stock (as appropriately adjusted
for any Recapitalizations).



(qq)	“Senior
Securities”shall mean (a) the Series A Convertible Preferred Stock of the Corporation; (b) the Series B Convertible
Preferred Stock of the Corporation; (c) the Series C Convertible Preferred Stock of the Corporation; and (c) any senior debt or
other security holders of the Corporation, including certain banks and/or institutions, which hold security interests over the
Corporation’s assets as of the Original Issue Date, or which the Corporation may agree in the future to provide such first
priority security interests to, which shall not require the approval and/or consent of the Series D Preferred Stock Holders.



(rr)	“Class
A Common Stock” means the Corporation’s Class A Common Stock, $0.01 par value per share.



35







(ss)	“Series
D Preferred Stock Certificates”means the certificates, as replaced from time to time, evidencing the outstanding
Series D Preferred Stock shares.



(tt)	"Recapitalization"shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other
similar event.



(uu)	“Restricted
Shares”means shares of the Corporation’s Common Stock which are restricted from being transferred by the Holder
thereof unless the transfer is effected in compliance with the Securities Act of 1933, as amended and applicable state securities
laws (including investment suitability standards, which shares shall bear the following restrictive legend (or one substantially
similar):



"The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired
for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities
Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel,
satisfactory to counsel for the corporation, that registration is not required under any such acts."



SECTION 3. DIVIDENDS.



(e)	Dividends
in General. Dividends shall accrue on the Series D Preferred Stock, Quarterly in arrears, for each Quarter that such Preferred
Stock is outstanding, beginning on the Dividend Date, equal to the Dividend Rate, until such dividends are paid in full as provided
below (“Dividends”).



(f)	 Payment
of Dividends. The Preferred Shares shall carry an 8.0% dividend, payable semiannually at Issuer’s election in either
(i) cash or (ii) shares of common stock. If Issuer elects to pay the dividend in shares of common stock, the number of shares to
be issued to the Holders shall be equal to the dividend divided by 90% of the prior ten-trading-day volume weighted average stock
price. Such election to pay dividends in cash or stock shall be widely publicly disclosed by the Issuer with a minimum of 5-days’
notice prior to the date of election.





36







(c)	Additional
Dividend Policies.



(i)	In any calendar
year, the Holders of outstanding shares of Series D Preferred Stock shall be entitled to receive dividends, when, as and only if
declared by the Board of Directors, out of any assets at the time legally available therefor, payable in preference and priority
to any declaration or payment of any Distribution on Common Stock of the Corporation in such calendar year. No Distributions shall
be made with respect to the Common Stock until all declared Dividends on the Series D Preferred Stock have been paid or set aside
for payment to the Series C Preferred Stock holders.



(ii)	 Non-Cash
Distributions. Whenever a Distribution provided for in this Section 3 shall be payable in property other than cash, the value
of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.



(iii)	Other
Distributions. Subject to the terms of this Certificate of Designations, and to the fullest extent permitted by Illinois law,
the Corporation shall be expressly permitted to redeem, repurchase or make distributions on the shares of its capital stock in
all circumstances other than where doing so would cause the Corporation to be unable to pay its debts as they become due in the
usual course of business.



SECTION 4.
LIQUIDATION PREFERENCE.



(e)	 Liquidation
Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary,
the Holders of the Series D Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of
the assets of the Corporation to the Holders of the Junior Stock by reason of their ownership of such stock, but not prior to any
holders of the Corporation’s Senior Securities, which holders shall have priority to the distribution of any assets of the
Corporation, an amount per share for each share of Series D Preferred Stock held by them equal to the sum of (i) the Liquidation
Preference specified for such share of Series D Preferred Stock, and (ii) all declared but unpaid Dividends (if any) on such shares
of Series D Preferred Stock. If upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation
legally available for distribution to the Holders of the Series D Preferred Stock are insufficient to permit the payment to such
Holders of the full amounts specified in this Section 4(a), subsequent to the payment to the Senior Securitiesthen the
entire remaining assets of the Corporation following the payment to the Senior Securities legally available for distribution shall
be distributed with equal priority and pro rata among the Holders of the Series D Preferred Stock in proportion to the full amounts
they would otherwise be entitled to receive pursuant to this Section 4(a).



(f)	 Remaining
Assets. After the payment to the Holders of Series D Preferred Stock of the full preferential amounts specified above, the
entire remaining assets of the Corporation legally available for distribution by the Corporation shall be distributed with equal
priority and pro rata among the Holders of the Junior Stock in proportion to the number of shares of Junior Stock, and the terms
of such Junior Stock, held by them.

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(f)		Valuation
of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation,
dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value
as determined in good faith by the Board of Directors. In the event of a merger or other acquisition of the Corporation by another
entity, the Distribution date shall be deemed to be the date such transaction closes.



SECTION 5.	CONVERSION
RIGHTS. The Series D Preferred Stock shall be convertible into Common Stock as follows (the "Conversion Rights"):



(c)	Force Conversion.
Preferred Shares may be Force converted into Common Shares (with 5 business days’ notice from the Issuer) if and only if
the Issuer’s stock price exceeds 200% of the Fixed Conversion Price for ten (10) consecutive trading days and the Preferred
Shares are registered and the aggregate trading volume for the past ten (10) trading days exceeds $1,000,000 (“Forced Conversion”).



(d)	Holder’s
Right to Convert.



(i)	Subject to
the Conversion Restrictions (described in Section 5(m) below), each share of Series D Preferred Stock shall be convertible, at
the option of the Holder thereof, subject to Sections 5(n) and 5(o) below, with five (5) Business Days written notice to the Corporation
(a “Notice of Conversion“), at the office of the Corporation or any transfer agent for the Series D Preferred
Stock, into three fully-paid, non-assessable shares of Class A Common Stock (the “Shares” and each a
“Conversion”).



(ii)	Mechanics
of Conversion. In order to effect a Conversion, a Holder shall: (i) fax (or otherwise deliver) a copy of the fully executed
Notice of Conversion to the Corporation (Attention: Corporate Secretary), and (ii) surrender or cause to be surrendered the original
Series D Preferred Stock Certificates being converted, duly endorsed, along with a copy of the Notice of Conversion as soon as
practicable thereafter to the Corporation which the Holder desires to convert. Upon receipt by the Corporation of a facsimile copy
of a Notice of Conversion from a Holder, the Corporation shall promptly send, via facsimile, a confirmation to such Holder stating
that the Notice of Conversion has been received, the date upon which the Corporation expects to deliver the Common Stock issuable
upon such conversion and the name and telephone number of a contact person at the Corporation regarding the conversion and/or any
deficiencies that exist in connection with such Notice of Conversion. The Corporation shall not be obligated to issue shares of
Common Stock upon a conversion unless the original Series D Preferred Stock Certificates Converted are delivered to the Corporation
as provided above. In the event the Holder has lost or misplaced the certificates evidencing the Series D Preferred Stock, the
Holder shall be required to provide the Corporation or the Corporation’s Transfer Agent (as applicable) with whatever documentation
and fees each may require to re-issue the Series D Preferred Stock Certificates and shall be required to provide such re-issued
Series D Preferred Stock Certificates to the Corporation in connection with such Notice of Conversion. Unless the Notice of Conversion
provided by the Holder includes a valid opinion from an attorney stating that such Shares of Common Stock issuable in connection
with the Notice of Conversion can be issued free of restrictive legend, which shall be determined by the Corporation in its sole
discretion, such shares shall be issued as Restricted Shares.

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(iii)	Delivery
of Common Stock Upon Conversion. Upon the surrender of Series D Preferred Stock Certificates accompanied by a Notice of Conversion,
the Corporation (itself, or through its transfer agent) shall, no later than the fifth (5th) Business Day following the date of
such surrender (the "Delivery Period"),issue and deliver (i.e., deposit with a nationally recognized
overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Class A Common Stock issuable
upon conversion of such shares of Series D Preferred Stock being converted and (y) the total amount of the accrued and unpaid Dividends.



(b)	Taxes.
	The Corporation shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue
and delivery of shares of Common Stock upon conversion in a name other than that in which the shares of the Series D Preferred
Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue
or delivery 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. The Corporation shall withhold from any payment due whatsoever in connection with the Series D Preferred
Stock any and all required withholdings and/or taxes the Corporation, in its sole discretion deems reasonable or necessary, absent
an opinion from Holder’s accountant or legal counsel, acceptable to the Corporation in its sole determination, that such
withholdings and/or taxes are not required to be withheld by the Corporation.



(n)	Adjustments
for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Series D Preferred Stock
shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event,
in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each Holder of
such Series D Preferred Stock shall have the right thereafter to convert such shares of Series D Preferred Stock into a number
of shares of such other class or classes of stock which a Holder of the number of shares of Common Stock deliverable upon conversion
of such series of Series D Preferred Stock immediately before that change would have been entitled to receive in such reorganization
or reclassification, all subject to further adjustment as provided herein with respect to such other shares.



(o)	No Impairment.
The Corporation will not through any reorganization, transfer of assets, 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 the provisions of this Section 5 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 Series
D Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section 5(d) shall prohibit the Corporation
from amending its Certificate of Incorporation with the requisite consent of its shareholders and the Board of Directors.

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(p)	Reservation
of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the Conversion of the shares of the Series D Preferred Stock,
such number of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all then outstanding
shares of the Series D Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the Conversion of all then outstanding shares of the Series D Preferred Stock, the Corporation will within
a reasonable time period make a good faith effort to take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.



(q)	Effect of
Conversion. On the date of any Conversion, all rights of any Holder with respect to the shares of the Series D Preferred Stock
so converted, including the rights, if any, to receive distributions of the Corporation’s assets or notices from the Corporation,
will terminate.



(r)	Notices
of Record Date. In the event that the Corporation shall propose at any time:



(i) 	to effect
any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or



(ii) 	to voluntarily
liquidate or dissolve or to enter into any transaction deemed to be a liquidation, dissolution or winding up of the Corporation;



then, in connection
with each such event, the Corporation shall send to the holders of the Series D Preferred Stock at least ten (10) Business Days
prior written notice of a record date for determining rights to vote in respect of the matters referred to above.



Such written notice
shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Series D Preferred Stock
at the address for each such Holder as shown on the books of the Corporation and shall be deemed given on the date such notice
is mailed. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the vote
or written consent of the holders of a majority of the Series D Preferred Stock, voting together as a single class.

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(n)	Conversion
Restrictions. The following “Conversion Restrictions” shall apply to any Conversion of the Series
D Preferred Stock hereunder:



(i)	The Holder
(and any assigns) shall be prohibited from Converting any Series D Preferred Stock shares for a period of one (1) month from the
Original Issue Date;



(o)	Beneficial
Ownership Limitation. The applicable number of shares of Series D Preferred Stock shall not be convertible during any time
that, and only to the extent that, the number of Shares to be issued to the Holder upon such Conversion, when added to the number
of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of the Series D Preferred Stock, and not
including any other securities of the Company held by the Holder having a provision substantially similar to this paragraph) at
the time of such Conversion, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of
Common Stock of the Company outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
Conversion of the Series D Preferred Stock held by the Holder, as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Beneficial Ownership Limitation”). The Maximum Percentage and
Beneficial Ownership Limitation shall not apply to any duly appointed officers and/or directors of the Company, which individuals
shall have no limitation pursuant to this Section 5(o) on the number of Shares they can receive upon Conversion of the Series D
Preferred Stock. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 5(o) 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.



SECTION 6. VOTING.Except
as otherwise provided herein, or as required by Illinois law, the Series D Preferred Stock shall each vote one voting shares and
shall vote together with the shares of the Common Stock of the Company, and not as a separate class, at any annual or special meeting
of shareholders of the Company, and may act by written consent in the same manner as the Common Stock, in either case upon the
following basis: each Holder of shares of Series D Preferred Stock shall be entitled to that number of votes as equals three multiplied
by the number of shares of Series D Preferred Stock which such Holder holds immediately after the close of business on the record
date fixed for such meeting or the effective date of such written consent.



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SECTION 7.	PROTECTIVE
PROVISIONS.



So long as any shares
of Series D Preferred Stock are outstanding, the Corporation shall not without first obtaining the approval (by written consent,
as provided by law) of the holders of 2/3rds of the then outstanding shares of Series D Preferred Stock, voting together as a class:



(i)	Increase or
decrease (other than by redemption or conversion) the total number of authorized shares of Series D Preferred Stock;



(j)	Effect an exchange,
reclassification, or cancellation of all or a part of the Series D Preferred Stock, but excluding a stock split, forward split
or reverse stock split of the Corporation’s Common Stock or Series D Preferred Stock;



(k)	Effect an exchange,
or create a right of exchange, of all or part of the shares of another class of shares into shares of Series D Preferred Stock;
or



(l)	Alter or change
the rights, preferences or privileges of the shares of Series D Preferred Stock so as to affect adversely the shares of such series,
including the rights set forth in this Designation.



PROVIDED, HOWEVER,
that the Corporation may, by any means authorized by law and without any vote of the Holders of shares of the Series D Preferred
Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series D Preferred Stock. The Corporation
may also designate and issue additional series of preferred stock from time to time in the sole discretion of the Corporation’s
Board of Directors, which such rights, privileges, preferences and limitations shall be determined by the Corporation’s Board
of Directors in its sole discretion, and which designations and issuances shall not require the approval of the holders of the
Series D Preferred Stock.



SECTION 8.
	PREEMPTIVE RIGHTS.Holders of Series D Preferred Stock and holders of Common Stock shall not be entitled to any preemptive,
subscription or similar rights in respect to any securities of the Corporation, except as specifically set forth herein or in any
other document agreed to by the Corporation.



SECTION 9.
	NOTICES.In addition to any other means of notice provided by law or in the Corporation's Bylaws, any notice required by
the provisions of this Designation to be given to the holders of Series D Preferred Stock shall be deemed given if deposited in
the United States mail, postage prepaid, and addressed to each Holder of record at such Holder's address appearing on the books
of the Corporation.



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SECTION
10. MISCELLANEOUS.



(a)	The headings
of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of this Certificate of Designation.



(b)	Whenever
possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under
applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision
herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction
should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended
or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid
under applicable law.



(c)	Except
as may otherwise be required by law, the shares of the Series D Preferred Stock shall not have any powers, designations, preferences
or other special rights, other than those specifically set forth in this Certificate of Designation.”







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