EXHIBIT 4.1


 





SECOND AMENDED AND RESTATED


CERTIFICATE OF
DESIGNATIONS OF PREFERENCES AND RIGHTS


OF


SERIES A CONVERTIBLE PREFERRED STOCK


OF


INVISA, INC.


a Nevada corporation


 


The undersigned, Edmund C. King, certifies that:


 


1.            
He is the President and Chief Executive Officer of Invisa, Inc., a corporation organized and existing under the Corporation Code
of the State of Nevada (the "CORPORATION").


 


2.            
Pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, and pursuant
to the provisions of the Corporations Code of the State of Nevada, said Board of Directors, pursuant to a meeting held on March
3rd, 2014 adopted a resolution amending and restating the rights, preferences, privileges and restrictions of, and the number
of shares comprising, the Corporation's Series A Convertible Preferred Stock, which resolution is as follows:


 


RESOLVED, that a series of Preferred Stock in the
Corporation, having the rights, preferences, privileges and restrictions, and the number of shares constituting such Series A
and the designation of such series, set forth below be, and it hereby is, authorized by the Board of Directors of the Corporation
pursuant to authority given by the Corporation's Certificate of Incorporation.


 


NOW, THEREFORE, BE IT RESOLVED, that the Board
of Directors hereby fixes and determines the Determinations of, the number of shares constituting, and the rights, preferences,
privileges and restrictions relating to, a new series of Preferred Stock as follows:


 


(a)            
Determination. The series of Preferred Stock is hereby designated Series Convertible Preferred Stock (the “Series
A Preferred Stock”).


 


(b)           
Authorized Shares. The number of authorized shares constituting the Series A Preferred Stock shall be Twenty two Thousand
(22,000) shares of such series.


 


(c)            
Dividends. In addition, subject to the prior rights of holders of all classes of stock at the time outstanding having prior
rights as to dividends and to the extent permitted by applicable law, the holders of the Series A Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor,
such dividends as may be declared from time to time by the Board of Directors.


 



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(d)           
Liquidation Preference.


 


(i)             
Preference upon Liquidation, Dissolution or Winding Up. In the event of any dissolution or winding up of the Corporation,
whether voluntary or involuntary, holders of each outstanding share of Series A Preferred Stock shall be entitled to be paid first
out of the assets of the Corporation available for distribution to shareholders, whether such assets are capital, surplus or earnings,
an amount equal to $100.00 (the “Series A Purchase Price”) per share of Series A Preferred Stock held
(as adjusted for any stock splits, stock dividends or recapitalizations of the Series A Preferred Stock) and any declared but
unpaid dividends on such share, before any payment shall be made to the holders of the Common Stock, or any other stock of the
Corporation ranking junior to the Series A Preferred Stock with regard to any distribution of assets upon liquidation, dissolution
or winding up of the Corporation. The holders of the Series A Preferred Stock shall be entitled to share ratably, in accordance
with the respective preferential amounts payable on such stock, in any distribution which is not sufficient to pay in full the
aggregate of the amounts payable thereon. If, upon any liquidation, dissolution or winding up of the Corporation, the assets to
be distributed to the holders of the Series A Preferred Stock shall be insufficient to permit payment to such shareholders of
the full preferential amounts aforesaid, then all of the assets of the Corporation available for distribution to shareholders
shall be distributed to the holders of Series A Preferred Stock. Each holder of the Series A Preferred Stock shall be entitled
to receive that portion of the assets available for distribution as the number of outstanding shares of Series A Preferred Stock
held by such holder bears to the total number of shares of Series A Preferred Stock. Such payment shall constitute payment in
full to the holders of the Series A Preferred Stock upon the liquidation, dissolution or winding up of the Corporation. After
such payment shall have been made in full, or funds necessary for such payment shall have been set aside by the Corporation in
trust for the account of the holders of Series A Preferred Stock, so as to be available for such payment, such holders of Series
A Preferred Stock shall be entitled to no further participation in the distribution of the assets of the Corporation.


 


(ii)           
Consolidation, Merger and Other Corporate Events. A consolidation or merger of the Corporation (except into or with
a subsidiary corporation) or a sale, lease, mortgage, pledge, exchange, transfer or other disposition of all or substantially
all of the assets of the Corporation or any reclassification of the stock of the Corporation (other than a change in par value
or from no par to par, or from par to no par or as the result of an event described in subsection (iv), (v), (vi) or (vii) of
paragraph (f)), shall be regarded as a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning
of this paragraph (d), provided, however, in the case of a merger, if (a) the Corporation is the surviving entity, (b) the Corporation’s
shareholders hold a majority of the shares of the surviving entity, and (c) the Corporation’s directors hold a majority
of the seats on the board of directors of the surviving entity, then such merger shall not be regarded as a liquidation, dissolution
or winding up within the meaning of this paragraph (d). In no event shall the issuance of new classes of stock, whether senior,
junior or on a parity with the Series A Preferred Stock, or any stock splits, or the issuance of common stock in connection with
an acquisition of the securities, assets or business of another company, joint ventures, merger of a subsidiary and employee stock
options be deemed a “reclassification”, merger or consolidation under or otherwise be limited by the terms hereof.


 






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(iii)         
Distribution of Cash and Other Assets. In the event of a liquidation, dissolution or winding up of the Corporation resulting
in the availability of assets other than cash for distribution to the holders of the Series A Preferred Stock, the holders of
the Series A Preferred Stock shall be entitled to a distribution of cash and/or assets equal to the value of the liquidation preference
stated in subsection (i) of this paragraph (d), which valuation shall be made solely by the Board of Directors, and provided that
such Board of Directors was acting in good faith, shall be conclusive.


 


(iv)          
Distribution to Junior Security Holders. After the payment or distribution to the holders of the Series A Preferred
Stock of the full preferential amounts aforesaid, the holders of Series A Preferred Stock shall have no further rights in respect
at such Series A Stock which shall become null and void, and the holders of the Common Stock then outstanding, or any other stock
of the Corporation ranking as to assets upon liquidation, dissolution or winding up of the Corporation junior to the Series A
Preferred Stock, shall be entitled to receive ratably all of the remaining assets of the Corporation.


 


(v)            
Preference; Priority. References to a stock that is “senior” to, on a “parity”
with or “junior” to other stock as to liquidation shall refer, respectively, to rights of priority of
one series or class of stock over another in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
The Series A Preferred Stock shall be senior to the Common Stock of the Corporation and senior to any subsequent series of Preferred
Stock issued by the Corporation.


 





(e)            Voting
Rights. Except as otherwise required by law, each outstanding share of Series A Preferred Stock shall have the right to vote 3,000
votes on matters that come before the shareholders.


 


(f)            
Conversion Rights. The holders of Series A Preferred Stock will have the following conversion rights:


 


(i)             
Right to Convert. Subject to and in compliance with the provisions of this paragraph (f), any issued and outstanding
shares of Series A Preferred Stock may, at the option of the holder, be converted at any time or from time to time into fully
paid and non-assessable shares of Common Stock at the conversion rate in effect at the time of conversion, determined as provided
herein; provided, that a holder of Series A Preferred Stock may at any given time convert only up to that number of shares of
Series A Preferred Stock so that, upon conversion, the aggregate beneficial ownership of the Corporation’s Common Stock
(calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) such holder and all persons affiliated
with such holder, or (b) M.A.G. Capital, LLC and its affiliates, is not more than 9.99% of the Corporation’s Common Stock
then outstanding.


 



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(ii)           
Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares
of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation
or of any transfer agent for the Common Stock, and shall give written notice to the Corporation at such office that he elects
to convert the same and shall state therein the number of shares of Series A Preferred Stock being converted. Thereupon, the Corporation
shall promptly issue and deliver at such office to such holder of Series A Preferred Stock a certificate or certificates for the
number of shares of Common Stock to which he shall be entitled. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date the written notice is delivered to the Corporation, and the person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.


 


(iii)         
Conversion Price. “The number of shares into which one share of Series A Preferred Stock shall be convertible
from and after the date hereof shall be determined by dividing the Series A Purchase Price by the then existing Conversion Price
(as set forth below) (the "Conversion Ratio"). The "Conversion Price" per share
for the Series A Preferred Stock shall be equal to Eighty percent (80%) of the Market Price (as defined below and subject to adjustment
as described below), rounded to the nearest ten thousandth; provided, however, that subject to the provisions of
the next sentence, in no event shall the Conversion Price be less than the Floor Price (as defined below) or exceed $1.17 (the
"Ceiling Price"). The Floor Price and Ceiling Price shall be further adjusted upon the occurrence of any
event in paragraph (f) (iv)-(vi). “The “Floor Price” shall initially equal the 80% of the
Market Price on the date of this Amended and Restated Certificate of Designations. During the period August 2005 through December
31, 2005 the Floor Price shall be adjusted on the last trading day of each calendar month to equal the lower of (a) $.50 per share,
or (b) 80% of the Market Price on such date but not less than $0.12 per share. On January 16, 2006, the Floor Price shall be adjusted
to equal the lower of (a) $.50 per share, or (b) 80% of the Market Price on such date but not less than $0.12, and thereafter
the Floor Price shall remain fixed for as long as the Series A Preferred Stock remains outstanding.”


 


For purposes of determining the Conversion
Price, the "Market Price"  shall be the average of the lowest three intra-day trading prices of
the Corporation's Common Stock (which need not occur on consecutive trading days) during the 15 trading days immediately preceding
the conversion date (which may include trading days prior to the original issue date), provided, that such 10 trading day period
shall be extended by the number of trading days during such period on which (i) trading in the Corporation's Common Stock
is suspended by, or not traded on, the OTC Bulletin Board or a subsequent market on which the common stock is then traded, or
(ii) after the date of Registration Statement (the "Registration Statement") for the underlying shares of common
stock of the Corporation into which the Series A Preferred Stock may be converted is declared effective by the SEC, the prospectus
included in the Registration Statement may not be used by the holder for resale of underlying shares of common stock, is suspended
by, or not traded on, the OTC Bulletin Board or a subsequent market on which the common stock is then listed, or (iii) after
the date the Registration Statement is declared effective by the SEC, the prospectus included in the Registration Statement for
the underlying shares may not be used by the holder for the resale of underlying shares of common stock (provided such inability
to use the prospectus is not (a) caused by the holder or (b) as a result of the Company's filing of post-effective amendments
to the Registration Statement.) If an Event of Default occurs, as defined in the Subscription Agreement for the Series A Preferred
Stock, the Conversion Price shall be reduced to Seventy percent (70%) of the Market Price, provided, however, in no event shall
the Conversion Price be less than the Floor Price.


 



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(iv)          
Adjustment for Stock Splits and Combinations. If the Corporation shall at any time, or from time to time after the
date shares of the Series A Preferred Stock are first issued (the "Original Issue Date"), effect a subdivision
of the outstanding Common Stock, the Floor Price and Ceiling Price in effect immediately prior thereto shall be proportionately
decreased, and conversely, if the Corporation shall at any time or from time to time after the Original Issue Date combine the
outstanding shares of Common Stock, the Floor Price and Ceiling Price then in effect immediately before the combination shall
be proportionately increased. Any adjustment under this paragraph (f)(iv) shall become effective at the close of business on the
date the subdivision or combination becomes effective.


 


(v)            
Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time, or from time to time
after the Original Issue Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled
to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the shares
of Series A Stock outstanding on the Record Date shall be entitled to receive that number of dividend shares that the holder of
the Series A Stock would have been entitled to receive had the Series A Stock been converted into Common Stock immediately before
the Record Date set for the Dividend. Any such issuance of Common Stock to Holders of the Series A Stock shall be limited such
that the aggregate beneficial ownership of Holders and their affiliates shall not exceed 9.99% of the shares of Common Stock outstanding
at time of issuance. In the event that issuance would cause the beneficial ownership of the Holders of the Series A Preferred
Stock to exceed 9.99% of the shares of Common Stock outstanding at time of issuance, the Company shall delay issuance of all or
a portion of the shares of Common Stock to Holders until such time as the issuance would not cause the beneficial ownership of
the Holders to exceed 9.99% of the shares of Common Stock outstanding. Any shares of Common Stock not issued to Holders more than
two years after the Record Date shall cancel.


 






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(vi)          
Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after
the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the Corporation other than shares of Common Stock, then and
in each such event provision shall be made so that the holders of such Series A Preferred Stock shall receive upon conversion
thereof in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation
that they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event and
had thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable
by them as aforesaid during such period giving application to all adjustments called for during such period under this paragraph
(f) with respect to the rights of the holders of the Series A Preferred Stock.


 


(vii)        
Adjustment for Reclassification Exchange or Substitution. If the Common Stock issuable upon the conversion of
the Series A Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock,
whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this paragraph (f)),
then and in each such event the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such
share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification
or other change, by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock might have
been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided
herein.


 


(viii)      
 Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this paragraph (f)) or a merger or consolidation of the Corporation with or into another corporation, or the sale
of all or substantially all of the Corporation’s properties and assets to any other person, then, as a part of such reorganization,
merger, consolidation or sale, provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be
entitled to receive upon conversion of such Series A Preferred Stock, the number of shares of stock or other securities or property
of the Corporation or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common
Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any
such case, appropriate adjustment shall be made in the application of the provisions of this paragraph (f) with respect to the
rights of the holders of the Series A Preferred Stock after the reorganization, merger, consolidation or sale to the end that
the provisions of this paragraph (f) (including adjustment of the Floor Price and Ceiling Price then in effect and the number
of shares purchasable upon conversion of the Series A Preferred Stock) shall be applicable after that event as nearly equivalent
as may be practicable.


 



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(ix)          
Sale of Common Stock or Securities Convertible Into Common Stock. In the event the Corporation sells Common Stock or
other securities convertible into or exercisable for Common Stock at a per share price, exercise price or conversion price lower
than the Conversion Price then in effect (other than in connection with an acquisition of the securities, assets or business of
another company, joint ventures and employee stock options. For clarification the issuance of common stock in connection with
an acquisition of the securities, assets or business of another company, joint ventures, merger of a subsidiary and employee stock
options will not result in an anti-dilution adjustment or otherwise require appraisal), the Conversion Price shall be subject
to weighted average anti-dilution adjustments.


 


(x)            
Certificate of Adjustment. In each case of an adjustment or readjustment of the Floor Price and Ceiling Price or the
securities issuable upon conversion of the Series A Preferred Stock, the Corporation shall compute such adjustment or readjustment
in accordance herewith and the Corporation’s Chief Financial Officer shall prepare and sign a certificate showing such adjustment
or readjustment, and shall mail such certificate by first class mail, postage prepaid, to each registered holder of the Series
A Preferred Stock at the holder’s address as shown in the Corporation’s books. The certificate shall set forth such
adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based.


 


(xi)          
Notices of Record Date. In the event of (A) any taking by the Corporation of a record of the holders of any class or
series of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution
or (B) any reclassification or recapitalization of the capital stock of the Corporation, any merger or consolidation of the Corporation
or any transfer of all or substantially all of the assets of the Corporation to any other corporation, entity or person, or any
voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder
of Series A Preferred Stock at least 10 days prior to the record date specified therein, a notice specifying (1) the date on which
any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution,
(2) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective and (3) the time, if any is to be fixed, as to when the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares, of Common Stock (or other securities) for securities or
other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation
or winding up.


 






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(xii)        
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock.
In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round down to the nearest
whole number.


 


(xiii)      
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, Eight Million Two Hundred Fifteen Thousand Seven Hundred Ninety (8,215,790) shares of 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 Series A Preferred Stock, the Corporation will 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.


 


(xiv)       
Notices. Any notice required by the provisions of this paragraph (f) to be given to the holders of shares of Series
A Preferred Stock shall be deemed given (A) if deposited in the United States mail, postage prepaid, or (B) if given by any other
reliable or generally accepted means (including by facsimile or by a nationally recognized overnight courier service), in each
case addressed to each holder of record at his address (or facsimile number) appearing on the books of the Corporation.


 


(xv)         
Payment of Taxes. The Corporation will pay all transfer taxes and other governmental charges that may be imposed in
respect of the issue or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock.


 


(xvi)       
No Dilution or Impairment. The Corporation shall not amend its Articles of Incorporation or participate in any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, for the purpose
of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the
Corporation, without the approval of a majority of the then outstanding Series A Preferred Stock.


 


(xvii)     
Redemption. Commencing on the date of issuance of the Series A Preferred Stock and for a period of two (2) years thereafter,
the Company, at its option, may by delivery of five (5) day written notice, redeem all, or from time to time any portion, of the
then outstanding Preferred Stock at a cash redemption price equal to 125% of the Purchase Price per share plus any accrued and
unpaid Dividends. Thereafter, the Company, at its option, may by delivery of five (5) day written notice, redeem all, or from
time to time any portion, of the then outstanding Preferred Stock at a cash redemption price equal to 150% of the Purchase Price
per share plus any accrued and unpaid Dividends.


 



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(xviii)   
During the period commencing on the date hereof through January 15, 2006, Holders of Series A Preferred Stock shall
be restricted from selling shares of Common Stock issued to such Holders upon conversion of the Series A Preferred Stock where
the Conversion Price is less than $.50 per share.


 


(g)           
No Re-issuance of Preferred Stock. Any shares of Series A Preferred Stock acquired by the Corporation by reason of purchase,
conversion or otherwise shall be canceled, retired and eliminated from the shares of Series A Preferred Stock that the Corporation
shall be authorized to issue. All such shares shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set
forth in the Articles of Incorporation or in any certificate of Determination creating a series of Preferred Stock or any similar
stock or as otherwise required by law.


 


(h)           
Severability. If any right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful
or incapable of being enforced by reason of any rule, law or public policy, all other rights, preferences and limitations set
forth herein that can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless
remain in full force and effect, and no right, preference or limitation herein shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.


 


The number of authorized shares of Preferred Stock
of the Corporation is 5,000,000, and the number of authorized and issued shares of Series A Stock is 22,000. Shares of Series
A Stock outstanding is 9,715 as of the date hereof.


 


The undersigned declares under penalty of perjury
that the matters set out in the foregoing Certificate are true of his own knowledge. Executed at Sarasota, Florida on March 7,
2014.


 





	 	
	 	 	 
	 	 	 
	 		/s/ Edmund C. King
		 	Print Name:  Edmund C. King
	 	 	Title: President and Chief Executive Officer



 



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