Exhibit 4.16


 


	SERIES F	 	SERIES F
	PREFERRED STOCK	 	PREFERRED STOCK


 





	Number _______________________	Shares *_________________*



 


Nxt-ID,
Inc.


Incorporated Under the Laws of the State of Delaware


 


Series F Convertible Preferred Stock, $0.0001 Par
Value Per Share


 


See Reverse Sides on Restrictions on Transfer


 


This certifies that ______________________
is the owner of ___________________________ fully paid and non-assessable shares of the Series F Convertible Preferred Stock
of Nxt-ID, Inc., a Delaware corporation (the “Corporation”), transferable in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the provisions of the Certificate
of Incorporation, as amended and as may be further amended, from time to time, the Certificate of Designation of Preferences, Rights and
Limitations of Series F Convertible Preferred Stock, as may be amended, from time to time, and the By-laws of the Corporation, as may
be amended, from time to time, and to the rights, preferences and voting powers of the Series F Convertible Preferred Stock of the Corporation
now or hereinafter outstanding, the terms of all such provisions, rights, preferences and voting powers being incorporated herein by reference.


 


IN WITNESS WHEREOF, the Corporation
has caused this certificate to be signed by its duly authorized officer and its seal to be hereunder affixed this 16th day
of August, 2021.


 


(SEAL)


 


 


	
    

    Chia-Lin Simmons, President and Chief Executive Officer
	 	
    

    Chia-Lin Simmons, Secretary









 



     


     


    

 


[Reverse Side of Series
F Convertible Preferred Stock Certificate]


 


NXT-ID, INC.


 


NXT-ID,
INC.’S AUTHORIZED CAPITAL STOCK INCLUDES PREFERRED STOCK, INCLUDING SERIES F PREFERRED STOCK, WHICH, WHEN ISSUED, SHALL
HAVE CERTAIN PREFERENCES OR SPECIAL RIGHTS IN THE PAYMENT OF DIVIDENDS, IN VOTING, UPON LIQUIDATION, OR OTHERWISE. THE CORPORATION, UPON
REQUEST, WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS AND A COPY OF THE PORTIONS OF THE CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE CORPORATION OR CERTIFICATE OF DESIGNATION CONTAINING
THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES THEREOF.


 


KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL REQUIRE evidence
of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation
AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


SET
FORTH ON THE FOLLOWING PAGES IS THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED
STOCK.


 






    2


     


    

 


TERMS OF PREFERRED
STOCK


 


Section
1. Definitions. For the purposes hereof, the following terms shall
have the following meanings:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.


 


“Alternate
Consideration” shall have the meaning set forth in Section 7(d).


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 6(e).


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter
in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental
authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such
day.


 


“Buy-In”
shall have the meaning set forth in Section 6(d)(iv).


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into
which such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 






    3


     


    

 


“Conversion
Amount” means the sum of the Stated Value at issue.


 


“Conversion
Date” shall have the meaning set forth in Section 6(a).


 


“Conversion
Price” shall have the meaning set forth in Section 6(c).


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.


 


 “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Fundamental
Transaction” shall have the meaning set forth in Section 7(d).


 


“GAAP”
means United States generally accepted accounting principles.


 


“Holder”
shall have the meaning given such term in Section 2.


 


“Junior
Stock” shall have the meaning set forth in Section 9.


 


“Liquidation”
shall have the meaning set forth in Section 5.


 


“New
York Courts” shall have the meaning set forth in Section 10(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 6(a).


 


“Original
Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred
Stock.


 


“Parity
Stock” shall have the meaning set forth in Section 9.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” shall have the meaning set forth in Section 2.


 


“Required
Holders” shall have the meaning set forth in Section 9.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Senior
Preferred Stock” shall have the meaning set forth in Section 9.


 


“Share
Delivery Date” shall have the meaning set forth in Section 6(d).


 


“Stated
Value” shall have the meaning set forth in Section 2.


 


“Subsidiary”
means any direct or indirect subsidiary of the Corporation as set and shall, where applicable, also include any direct or indirect subsidiary
of the Corporation formed or acquired after the date Original Issue Date.


 


“Successor
Entity” shall have the meaning set forth in Section 7(d).


 


“Trading
Day” means a day on which the principal Trading Market is open for business.


 






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“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York
Stock Exchange (or any successors to any of the foregoing).


 


“Transfer
Agent” means  VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598, telephone number is (212)
828-8436, and any successor transfer agent of the Corporation.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Preferred Stock then outstanding and
reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.


 


Section
2. Designation, Amount and Par Value. The series of preferred stock
shall be designated as its Series F Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so
designated shall be 1,333,333 (which shall not be subject to increase without the written consent of all of the holders of the Preferred
Stock (each, a “Holder” and collectively, the “Holders”)). Each share of Preferred Stock shall have
a par value of $0.0001 per share and a stated value equal to $3.00 (the “Stated Value”). The Preferred Stock will initially
be issued in a physical Preferred Stock certificate.


 


Section
3. Dividends. Holders shall be entitled to receive, and the Corporation
shall pay, by issuing shares of Common Stock to Holders, dividends on shares of Preferred Stock, based on the Stated Value, at a rate
of ten percent (10%) per annum, commencing on the Original Issue Date until the earlier of (i) the date that the Preferred Stock is converted
to Common Stock or (ii) twelve (12) months after the Original Issue Date (the “Dividend Termination Date”). Such dividends
shall accrue and be compounded daily on the basis of a 360-day day year and twelve (12) 30-day months and shall be paid either promptly
after conversion of the Preferred Stock or on the Dividend Termination Date, if the Preferred Stock has not been converted prior to the
Dividend Termination Date. No other dividends shall be paid on shares of Preferred Stock.


 


Section
4. Voting Rights. The Preferred Shares will vote with the shares
of Common Stock, on an as-converted to Common Stock basis, with respect to all matters on which the holders of Common Stock are entitled
to vote, subject to any applicable Beneficial Ownership Limitations. In addition, as long as any shares of Preferred Stock are outstanding,
the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock,
(a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation,
(b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders,
(c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.


 


Section
5. Liquidation. Upon any liquidation, dissolution or winding-up
of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out
of the assets, whether capital or surplus, of the Corporation the greater of the following amounts:


 


(a) the
aggregate Stated Value of the Preferred Shares; or


 


(b) the
amount the Holder would be entitled to receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion
limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common
Stock. 


 






    5


     


    

 


In addition, in the case
of either (a) or (b) above, the Holders will be entitled to the payment of all accrued and unpaid dividends on the Preferred Stock and,
in the event any of such dividends are payable in shares of Common Stock, the cash value of such shares of Common Stock upon Liquidation.
The Corporation shall mail written notice of any such Liquidation, not less than forty-five (45) days prior to the payment date stated
therein, to each Holder.


 


Section
6. Conversion.


 


a) Conversions
at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time on or after the Original
Issue Date, at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section
6(e)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall also be paid any
accrued and unpaid cash dividends and/or issued shares of Common Stock, if dividends are payable in shares of Common Stock, based on the
applicable rate of conversion, at the same time the Conversion Shares are issued to the Holders. Holders shall effect conversions by providing
the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”).
Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock
owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date
on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile or email
such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified
in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered
hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Conversion form be required.  The calculations and entries set forth in the Notice of Conversion shall
control in the absence of manifest or mathematical error.  To effect conversions of shares of Preferred Stock, a Holder shall not
be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of
Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares
of Preferred Stock promptly following the Conversion Date at issue.  Shares of Preferred Stock converted into Common Stock or redeemed
in accordance with the terms hereof shall be canceled, shall resume the status of authorized but unissued shares of preferred stock and
shall not be reissued as Series F Convertible Preferred Stock.


 


b) Reserved.


 


c) Conversion
Price.  The conversion price for the Preferred Stock shall equal $0.60 (the “Conversion Price”), subject to
adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock
that occur after the Original Issue Date as set forth in Section 7 hereof. In addition to any other adjustments described in this Section
6(c), the Conversion Price shall be subject to adjustment (individually, a “Conversion Price Reset” and the “Conversion
Price Resets”) as follows: (i) upon the Commission declaring effective the Resale Registration Statement (the “Resale
Registration Statement”) referred to in that certain Securities Purchase Agreement, dated at or about the date hereof between
the Corporation and the initial Holders of the Preferred Stock, the Conversion Price shall be equal to 90% of the average VWAPs reported
on the Nasdaq Stock Market LLC for the five consecutive Trading Dates after the effective date of the Resale Registration Statement (the
“Conversion Price Reset Calculation Period”) if 90% of the average VWAPs for the Conversion Price Reset Calculation
Period is lower than the Conversion Price in effect at the time of the effective date of the Resale Registration Statement; and (ii)
upon the closing of the Company’s next follow on public offering (the “Public Offering”) the Conversion Price
shall be reset to be the public offering price of the Common Stock in the Public Offering if such public offering price is lower than
the Conversion Price in effect at the time of the closing of the Public Offering. If any Holder converts shares of the Preferred Stock
during the Conversion Price Reset Calculation Period and there is a Conversion Price Reset then the number of shares of Common Stock to
be issued to such Holder for any conversions during the Conversion Price Reset Calculation Period and thereafter shall be based upon the
newly reset price and the Holders will be promptly issued additional shares of Common Stock for Conversions made during the Conversion
Price Reset Calculation Period and prior to a Conversion Price Reset as if such Conversions were made at such lower Conversion Price.
The Conversion Price shall be rounded down to the nearest $0.01, and the Conversion Price shall in no event lower than $0.375.


 






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d) Mechanics
of Conversion.


 


i. Delivery
of Conversion Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Corporation
shall deliver, or cause to be delivered, to the converting Holder (A) Conversion Shares which shall be free of restrictive legends and
trading restrictions representing the number of Conversion Shares being acquired upon the conversion of the Preferred Stock, and
(B) a bank check in the amount of accrued and unpaid cash dividends, if any, or additional shares of Common Stock if any accrued and unpaid
dividends are payable in shares of Common Stock. On any date of delivery of Conversion Shares, the Corporation shall use its best efforts
to deliver the Conversion Shares required to be delivered by the Corporation and any additional shares of Common Stock in payment of accrued
and unpaid dividends, as applicable under this Section 6 electronically through the Depository Trust Company or another established clearing
corporation performing similar functions.  As used herein, “Standard Settlement Period” means the standard settlement
period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common Stock as in
effect on the date of delivery of the Notice of Conversion or on the date of a mandatory conversion, as applicable.  Notwithstanding
the foregoing, with respect to any Notice(s) of Conversion delivered by 9:00 a.m. (New York City time) on the Original Issue Date, the
Corporation agrees to deliver the Conversion Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Original Issue
Date, and the Original Issue Date being deemed the “Share Delivery Date” with respect to any such Notice(s) of Conversion.
Notwithstanding the foregoing, if the Company receives a Notice of Conversion during any Conversion Price Reset Calculation Period, the
Company shall deliver the number of shares of Common Stock based on the Conversion Price set forth in the applicable Notice of Conversion.
Upon the completion of the Conversion Price Reset Calculation Period, the Corporation, if and as applicable, shall true up the number
of shares of Common Stock due the Holder based on the determination of the Conversion Price Reset and promptly deliver such additional
shares of Common Stock to the Holder.


 


ii. Failure
to Deliver Conversion Shares.  If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as
directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation
at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly
return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the
Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.


 


iii. Obligation
Absolute; Partial Liquidated Damages.  The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion
of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such
Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other
person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection
with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver
by the Corporation of any such action that the Corporation may have against such Holder.  In the event a Holder shall elect to convert
any or all of the Stated Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or
any one associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless
an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such
Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150%
of the Stated Value of Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation
of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment.  In the absence
of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the
Corporation fails to deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by the Share Delivery Date applicable to such
conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value
of Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day and increasing to
$200 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after the Share Delivery Date until
such Conversion Shares are delivered or Holder rescinds such conversion.  Nothing herein shall limit a Holder’s right to pursue
actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein and such Holder shall
have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief.  The exercise of any such rights shall not prohibit a Holder from seeking to enforce damages
pursuant to any other Section hereof or under applicable law.


 






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iv. Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder,
if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to
Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction
or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by
such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date
(a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available
to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions)
for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled
to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation
was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of
Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed
rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied
with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual
sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000
under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall
provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the
Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Corporation’s failure to timely deliver Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant
to the terms hereof.


 


v. Reservation
of Shares Issuable Upon Conversion and Payment of Dividends in Shares of Common Stock. The Corporation covenants that it will at all
times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion
of the Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other
than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall
be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of
Preferred Stock and the payment of any and all dividends payable to the Holders in shares of Common Stock.  The Corporation covenants
that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


 


vi. Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock or
the payment of dividends in Common Stock.   As to any fraction of a share which the Holder would otherwise be entitled to purchase
upon such conversion or any shares of Common Stock issuable upon the payment of dividends in shares of Common Stock, the Corporation shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Conversion Price or round up to the next whole share.  Notwithstanding anything to the contrary contained herein, but consistent
with the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting
fractional shares of Preferred Stock.


 


vii. Transfer
Taxes and Expenses.  The issuance of Conversion Shares on conversion of this Preferred Stock and the issuance of Dividend Shares,
shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such Conversion Shares or Dividend Shares, provided that the Corporation shall not be required to pay any tax that may be payable in
respect of any transfer involved in the issuance and delivery of any such Conversion Shares or Dividend Shares upon conversion in a name
other than that of the Holders of such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion
Shares or Dividend Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.  The Corporation
shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion
Shares and/or any Dividend Shares.


 






    8


     


    

 


e) Beneficial
Ownership Limitation.  The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall
not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth
on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together
with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in
excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common
Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially
owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Corporation  subject to a limitation on conversion or exercise analogous to the limitation
contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution
Parties.  Except as set forth in the preceding sentence, for purposes of this Section 6(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  To the extent that the
limitation contained in this Section 6(e) applies, the determination of whether the Preferred Stock is convertible (in relation to other
securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible
shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s
determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together
with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial
Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time
it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the
Corporation shall have no obligation to verify or confirm the accuracy of such determination.  In addition, a determination as to
any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.  For purposes of this Section 6(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s
most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation
or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. 
Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two Trading Days confirm orally and
in writing to such Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred
Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common
Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the
issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder.  A Holder, upon
notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(e) applicable to
its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held
by the Holder and the provisions of this Section 6(e) shall continue to apply.  Any such increase in the Beneficial Ownership Limitation
will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such
Holder and no other Holder.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 6(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly
give effect to such limitation.  The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.


 






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Section
7. Certain Adjustments.


 


a) Stock
Dividends and Stock Splits.  If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock
Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of,
or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv)
issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event.  Any adjustment made pursuant to this Section 7(a) shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.


 


b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues or
sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c) Pro
Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or
otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such
extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion
of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not
result in the Holder exceeding the Beneficial Ownership Limitation).


 






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d) Fundamental
Transaction.  If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for
each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction
(without regard to any limitation in Section 6(e) on the conversion of this Preferred Stock), the number of shares of Common Stock of
the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares
of Common Stock for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any
limitation in Section 6(e) on the conversion of this Preferred Stock).  For purposes of any such conversion, the determination of
the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. 
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following
such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or
surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue
to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred
stock into Alternate Consideration.  The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this
Certificate of Designation in accordance with the provisions of this Section 7(d) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the holder of this Preferred Stock, deliver to the Holder in exchange for this Preferred Stock a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to this Preferred Stock which is convertible
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon conversion of this Preferred Stock (without regard to any limitations on the conversion of this Preferred
Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares
of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting
the economic value of this Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate
of Designation referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and
power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same
effect as if such Successor Entity had been named as the Corporation herein.


 






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e) Calculations. 
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.  For
purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum
of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.


 


f) Notice
to the Holders.


 


i. Adjustment
to Conversion Price.  Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation
shall promptly deliver to each record Holder by facsimile or email a notice setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice
to Allow Conversion by Holder.  If (A) the Corporation shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of
all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained
for the purpose of conversion of this Preferred Stock, and shall cause to be delivered by facsimile or email to each record Holder at
its last facsimile number or email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days
prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which
the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares
of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice.  To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K.  The Holder shall remain entitled to convert the Conversion
Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective
date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


Section
8. Redemption.


 


a) Generally. 
The Preferred Stock is perpetual and has no maturity date. Provided that no shares of the Corporation’s Series C Preferred Stock
are outstanding, the Corporation may, at its option, at any time on or after the fifth anniversary of the Original Issue Date (the “Redemption
Date”), if all of the shares of Preferred Stock have not been converted to shares of Common Stock prior to the Redemption Date,
redeem the outstanding shares of Preferred Stock, in whole or in part, at any time after the Redemption Date, at a cash redemption price
per share of Preferred Stock equal to the Stated Value (the “Redemption Price”). In the event that the Common Stock ceases
to trade on a national exchange for twenty consecutive Trading Days, if at least a majority of the Holders so elect, they may present
the Corporation with a notice of Redemption. The Redemption Price for any shares of Preferred Stock shall be payable to the Holder of
such shares of Preferred Stock against surrender of the certificate(s) evidencing such shares, if any, to the Corporation or its agent,
if the shares of the Preferred are issued in certificated form.


 






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b) No
Sinking Fund. The Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In the
event of a request for a Redemption by the Holders for which the Corporation is unable to fund, the Corporation and the Holders agree
to negotiate in good faith toward a mutually satisfactory, acceptable resolution.


 


c) Notice
of Redemption. Notice of every redemption of shares of Preferred Stock shall be given to the Holders in the manner provided for notices
in Section 10(a) hereafter. Such mailing shall be at least thirty (30) days and not more than sixty (60) days before the date fixed for
redemption. Any notice sent as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to
any Holder of shares of Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Preferred Stock. Notwithstanding the foregoing, if the Preferred Stock are issued in book-entry form through DTC
or any other similar facility, DTC or such other facility will provide notice of redemption by any authorized method to Holders of record
of the applicable shares of Preferred Stock not less than thirty (30), nor more than sixty (60) days prior to the date fixed for redemption
of the shares of Preferred Stock. Each notice of redemption given to a Holder shall state: (1) the redemption date; (2) the number of
shares of Preferred Stock to be redeemed and, if less than all the shares held by such Holder are to be redeemed, the number of such shares
of Preferred Stock to be redeemed from such Holder; (3) the Redemption Price; and (4) the place or places where certificates for such
shares are to be surrendered for payment of the Redemption Price. Any Notice of Redemption provided by the Holders shall provide the Corporation
with no less than thirty (30) days’ notice of their Redemption request.


 


d) Partial
Redemption. In case of any redemption of only part of the shares of Preferred Stock at the time outstanding, the shares of Preferred
Stock to be redeemed shall be redeemed, by the Corporation, pro rata from the Holders of record of the shares of Preferred Stock in proportion
to the number of shares of Preferred Stock held by such Holders. Subject to the provisions hereof, the Board of Directors shall have full
power and authority to prescribe the terms and conditions on which shares of Preferred Stock shall be redeemed from time to time. If the
Corporation shall have issued certificates for the Preferred Stock and fewer than all shares represented by any certificates are redeemed,
new certificates shall be issued representing the unredeemed shares of Preferred Stock without charge to the Holders thereof.


 


e) Effectiveness
of Redemption. If notice of redemption has been duly given, then, notwithstanding that any certificate for any share so called for
redemption has not been surrendered for cancellation in the case that the shares of Preferred Stock are issued in certificated form, on
and after the redemption date all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to
such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount
payable on such redemption, without interest.


 


f) Other.
The Corporation’s obligations under this Section 8 and the Holders rights herein are in all cases subject to the rights of the holders
of any senior class of equity.


 


Section 9. Ranking. Except to the extent that the holders of at least a majority of the outstanding Preferred Stock (the
“Required Holders”) expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock
(as defined below), all shares of Common Stock and all shares of capital stock of the Corporation authorized or designated after the date
of the designation of the Preferred Stock shall be junior in rank to the Preferred Stock with respect to the preferences as to dividends,
distributions and payments upon the liquidation, dissolution and winding up of the Corporation (such junior stock is referred to herein
collectively as “Junior Stock”).  Without limiting any other provision of this Certificate of Designation, without
the prior express consent of the Required Holders, voting separate as a single class, the Corporation shall not hereafter authorize or
issue any additional or other shares of capital stock that is (i) of senior rank to the Preferred Stock in respect of the preferences
as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Senior Preferred
Stock”) or (ii) of pari passu rank to the Preferred Stock in respect of the preferences as to dividends, distributions and payments
upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Parity Stock”).


 






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Section
10. Miscellaneous.


 


a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders or the Corporation hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service, addressed to (i) the Corporation at the address set forth above Attention: Chia-Lin Simmons , Chief Executive
Officer, email address chialin@nxt-id.com or such other email address or address as the Corporation may specify for such
purposes by notice to the Holders delivered in accordance with this Section 8 or (ii) the applicable Holder at the most current address
for such Holder, in the Corporation’s records, or such other email address or address as such Holder may specify for such purposes
by notice to the Corporation delivered in accordance with this Section 8.  Any and all notices or other communications or deliveries
to be provided by the Corporation or the Holders hereunder shall be in writing and delivered personally, by email, or sent by a nationally
recognized overnight courier service addressed to each record Holder or at the email address or address of such Holder appearing on the
books of the Corporation or to the Corporation at the address set forth above.  Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or email at the email address set forth in this Section 8 prior to 5:30 p.m. (New York City time) on
any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the
facsimile number or email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 




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ASSIGNMENT


 


FOR VALUE RECEIVED, ________________________ HEREBY
SELLS, ASSIGNS AND TRANSFERS UNTO


 





 



 


(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


 





 



 


(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)


 


   ____________
 (  ___________)
shares of the Series F Convertible Preferred Stock, $0.0001 par value per share, of the Corporation represented by this Certificate and
does hereby irrevocably constitute and appoint     __________________
attorney to transfer the said shares on the books of the Corporation, with full power of substitution in the premises.


 


Dated _______________________


 


Signature _________________________________________


 


NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


 


 


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