EXHIBIT 4.2


 





SECOND AMENDED AND RESTATED


CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS


OF


SERIES B 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 B 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
and the designation of such series, authorized by the Board of Directors of the Corporation pursuant to authority given by the
Corporation's Certificate of Incorporation, be, and hereby is, amended and restated as set forth below.


 


NOW, THEREFORE, BE IT RESOLVED, that the Board
of Directors hereby amends and restates the rights, preferences, privileges and restrictions relating to, the Series B Preferred
Stock as follows:


 


(a)      Determination.
The series of Preferred Stock is hereby designated Series B Convertible Preferred Stock (the "SERIES B PREFERRED STOCK").


 


(b)      Authorized Shares.
The number of authorized shares constituting the Series B Preferred Stock shall be Ten Thousand (10,000) shares of such series.


 


(c)      Dividends. On
or after January 1, 2010, the holder of the Series B 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. Nothing herein shall obligate or require the Board of Directors to declare a dividend
for the Series B Preferred Stock on or after January 1, 2010. To the extent that any dividends accrued prior to January 1, 2010
and remain outstanding, such dividend may be paid in whole or in part by the delivery of (i) cash, (ii) shares of Series B Preferred
Stock valued at $100.00 per share or (iii) shares of Common Stock at the Conversion Price (as hereinafter defined). Payments of
dividends with Series B Preferred Stock may be made at any time and from time to time at the option of the Company, in its sole
discretion.


 



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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 B 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 B PURCHASE PRICE") per share of Series B Preferred Stock held (as adjusted for any stock
splits, stock dividends or recapitalizations of the Series B 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 B Preferred Stock with regard to any distribution of assets upon liquidation, dissolution or winding up of the Corporation.
The holders of the Series B 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 B 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
B Preferred Stock. Each holder of the Series B Preferred Stock shall be entitled to receive that portion of the assets available
for distribution as the number of outstanding shares of Series B Preferred Stock held by such holder bears to the total number
of shares of Series B Preferred Stock. Such payment shall constitute payment in full to the holders of the Series B 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
B Preferred Stock, so as to be available for such payment, such holders of Series B 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 or affiliated
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 (viii) 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 B 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 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 B Preferred Stock, the holders of the Series B 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 B Preferred Stock of the full preferential amounts
aforesaid, the holders of Series B Preferred Stock shall have no further rights in respect at such Series B 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 B 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 B Preferred Stock shall be senior to the Common Stock
of the Corporation and junior 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 B Preferred Stock shall have the right to vote 2,500 votes
on all matters that come before the shareholders.


 


(f)      Conversion Rights.
The holders of Series B 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 B Preferred
Stock shall, upon election in the discretion of the Corporation, be automatically converted by the Corporation, 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 (the “Conversion Shares”); provided, that a holder of Series B Preferred Stock may at
any given time be required to convert up to that number of shares of Series B 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 such holder and all persons affiliated with such holder is not more than 9.99% of the Corporation's Common Stock
then outstanding (the “Conversion Threshold”).


 



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(ii)      Mechanics of
Conversion. Upon the determination by the Corporation that any holder has fallen below the Conversion Threshold, the Corporation
may automatically convert such number of shares of the Series B Preferred Stock which may equal, but shall not exceed the Conversion
Threshold, by the conversion of such number of Series B Preferred Stock, that equals such number of Common Stock as such holder
shall be entitled. Such conversion shall be automatically completed upon issuance by the Corporation of written Notice of Conversion
mailed by regular US mail to the address of the record Holder of the Series B Preferred Stock as reflected on the books of the
transfer agent or if no transfer agent the records of the Corporation (the “Notice of Conversion”). In issuing the
Notice of Conversion and effecting the conversion, the Corporation may rely upon the records of the Company’s transfer agent,
or if no transfer agent upon the Corporation’s books and records, as final and absolute proof of the identity of holder
of record of the shares of Series B Preferred stock, the number of shares of Series B Preferred stock owned and the address of
the Holder. Immediately upon issuance of such Notice of Conversion, the Holder shall be treated as a common stockholder for all
purposes and such Holder shall have no continuing interest in or claim to Series B Preferred stock. Upon Notice of Conversion
by the Corporation , the Holder 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 the Corporation shall give written notice to the transfer agent
to convert the same and shall state therein the number of shares of Series B Preferred Stock being converted. Thereupon, the Corporation
shall promptly issue and deliver to the record Holders address as reflected on the books of the transfer agent, or if no transfer
agent the Corporation’s books, a certificate or certificates for the number of shares of Common Stock to which Holder shall
be entitled, not to exceed the Conversion Threshold and, if applicable, a certificate or certificates for the number of shares
of Series B Preferred Stock existing immediately after an automatic conversion. The effectiveness of the Conversion shall not
be affected by Holder’s failure to surrender or deliver the certificates for the Series B Preferred shares to the Corporation;
however, Corporation shall have no obligation to deliver certificates for Conversion Shares until such surrender and delivery
has been completed by Holder. Should it occur that a Holder of Series B Preferred stock transfers or assign shares of Series B
Preferred stock without giving the transfer agent or the Corporation proper notice, the Holder shall be liable for any damage
to the Corporation resulting therefrom and any Conversion Shares issued or to be issued to Holder based on the incorrect information
on the Corporations books or the books of its transfer agent shall be voidable by the Corporation.


 


(iii)      Conversion Price.
The number of shares into which one share of Series B Preferred Stock shall be convertible shall be determined by dividing the
Series B Purchase Price by $0.12 ( hereinafter, the “Conversion Price”)


 


(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
B Preferred Stock are first issued (the "ORIGINAL ISSUE DATE"), effect a subdivision of the outstanding Common Stock,
the Conversion 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 Conversion
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.


 



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(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 Conversion Price then in effect
shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close
of business on such record date, by multiplying the Conversion Price then in effect by a fraction:


 


  (A)      the
numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date; and


 


  (B)      the
denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of
such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid
or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as
of the close of business on such record date and thereafter, the Conversion Price shall be adjusted pursuant to this paragraph
(f)(v) as of the time of actual payment of such dividends or distributions.


 


(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 B 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 B 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 B Preferred Stock.


 


(vii)      Adjustment for
Reclassification Exchange or Substitution. If the Common Stock issuable upon the conversion of the Series B 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 B 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 B Preferred Stock might have been converted immediately
prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.


 



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(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 B Preferred Stock shall thereafter be entitled to receive upon
conversion of such Series B 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 B Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this
paragraph (f) (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion
of the Series B Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.


 


(ix)      Sale of Common
Stock or Securities Convertible Into Common Stock. In the event the Corporation sells or issues 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, licensing,
partnership, technology transfer, marketing alliance, joint ventures or employee, director, officer, or consultant issuances or
stock options), 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 Conversion Price or the securities issuable upon conversion of
the Series B 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 B 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 B 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 B Preferred Stock. In lieu of any fractional
shares to which the holder would otherwise be entitled, the Corporation shall round the shares up to the nearest whole number.


 


(xiii)      Reservation
of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available not less than the aggregate number
of authorized but unissued shares sufficient to effect the conversion of all then outstanding shares of Series B Preferred Stock
and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of Series B 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 B 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 B Preferred Stock.


 


(g)     No Re-issuance
of Preferred Stock. Except as otherwise expressly permitted herein with respect to dividends, any shares of Series B Preferred
Stock acquired by the Corporation by reason of purchase, conversion or otherwise shall be canceled, retired and eliminated from
the shares of Series B 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 designation
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 B 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.


 



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3.      The number of
authorized shares of Preferred Stock of the Corporation is 5,000,000 and the number of shares of Series B Preferred Stock, 9,000
of which has been issued and outstanding, is 2,702.


 


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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