EXHIBIT 4.3


 





AMENDED AND RESTATED


CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS


OF


SERIES C 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 establishing the rights, preferences, privileges and restrictions of, and the number of shares comprising, the Corporation’s
Series C 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, 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 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 C Convertible Preferred Stock (the “SERIES C PREFERRED STOCK”).


 


(b)      Authorized Shares.
The number of authorized shares constituting the Series C Preferred Stock shall be Fifty Thousand (50,000) shares of such series.


 


(c)      Dividends. The
holder of the Series C 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 C Preferred Stock.


 



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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 C 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 C PURCHASE PRICE”) per share of Series C Preferred Stock held (as adjusted for any stock
splits, stock dividends or recapitalizations of the Series C 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 C Preferred Stock with regard to any distribution of assets upon liquidation, dissolution or winding up of the Corporation.
The holders of the Series C 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 C 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
C Preferred Stock. Each holder of the Series C Preferred Stock shall be entitled to receive that portion of the assets available
for distribution as the number of outstanding shares of Series C Preferred Stock held by such holder bears to the total number
of shares of series C Preferred Stock. Such payment constitute payment in full to the holders of the Series C 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 C Preferred
Stock, so as to be available for such payment, such holders of Series C 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 C Preferred Stock, or any stock splits, be deemed a “reclassification” 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 C Preferred Stock, the holders of Series C Preferred Stock
shall be entitled to a distribution of cash and/or assets equal 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 C Preferred Stock of the full preferential
amounts aforesaid, the holders of Series C Preferred Stock shall have no further rights in respect at such Series C 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 C 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 “SEN1OR” 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 stock over another in the distribution
of assets on any liquidation, dissolution or winding up of the Corporation. The Series C 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 C Preferred Stock shall have the right to vote 100 votes
on matters that come before the shareholders.


 


(f)      Conversion Rights.
The holders of Series C 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 series of Series
C Preferred Stock shall automatically be 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; provided that
a holder of Series C Preferred Stock may at any given time be required to convert up to that number of shares of Series C 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 C Preferred Stock which
may equal, but shall not exceed the Conversion Threshold, by the conversion of such number of Series C Preferred Stock, that equals
such number of Common Stock as such holder shall be entitled. Upon notification of an automatic conversion hereunder by the Corporation
to a holder, each 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 therin the number of shares of Series C Preferred Stock being converted. Thereupon, the Corporation shall
promptly issue and deliver at such office to such holder of Series C Preferred Stock a certificate or certificates for the number
of shares of Common Stock to which he shall be entitled, not to exceed the Conversion Threshold and, if applicable, a certificate
or certificates for the number of shares Series C Preferred Stock existing immediately after an automatic conversion Such conversion
shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series
C Preferred Stock to be converted, 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 C Preferred Stock shall be convertible shall be determined by dividing
the Series C 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
C 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 C 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 C 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 C Preferred Stock.


 


   (vii)
     Adjustment for Reclassification Exchange or Substitution. If the Common Stock issuable upon the
conversion of the Series C 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 C 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 C 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 tide 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 C Preferred Stock shall thereafter be entitled to receive upon
conversion of such Series C 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 C Preferred Stock after the reorganization, merger, consolidation or sale to the and 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 C 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 C 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 C 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 C 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 C Preferred Stock. In lieu of any fractional
shares to which the holder would otherwise be entitled, the Corporation shall round the sharps up 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 C Preferred Stock, up to
Forty One Million, Six Hundred Fifty Thousand (41,670,000) shares of Common Stock, but in no event less than the aggregate number
of authorized but unissued shares sufficient to effect the conversion of all then outstanding shares of Series C Preferred Stock
and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of Series C 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 C 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 C Preferred Stock.


 


(g)      No Re-issuance
of Preferred Stock. Any shares of Series C Preferred Stock acquired by the Corporation by reason of purchase, conversion or otherwise
shall be canceled, retired and eliminated from the shares of Series C 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 C 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 C Preferred Stock, is
50,000 authorized of which 16,124 are outstanding.


 


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 this 7th
day of March, 2014.





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



 



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