Exhibit 4.1


 


 





 


		BARBARA
    K. CEGAVSKE	 	 	





	Secretary
    of State	 	 	 
	202
    North Carson Street	 	 	 
	Carson
    City, Nevada 89701-4201

(775)
                                         684-5708	 	Filed in the office of	Document
    Number
	Website:
www.nvsos.gov
	 	/s/ Barbara
    K. Cegavske	20180310057-37
		 	Barbara
    K. Cegavske	Filing
    Date and Time
	 	 	 	Secretary
    of State	07/11/2018
    8:33 AM
	 	 	State
    of Nevada	Entity
    Number
	Certificate
                                         of Designation



	 	 	E0084932009-4
	(PURSUANT
    TO NRS 78. 1955)	 	 	 
	 	 	 	 


  


	USE
    BLACK INK ONLY - DO NOT HIGHLIGHT	ABOVE
    SPACE IS FOR OFFICE USE ONLY




 


Certificate
of Designation For

 Nevada Profit Corporations


(Pursuant
to NRS 78.1955)


 


1. 
Name of corporation:





	HyperSolar Inc.







 


2. By resolution of the board of directors pursuant to provision in the articles of incorporation this certificate
establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series stock.


 


	


Pursuant to authority granted to and vested in the Board by
the provisions of the articles of incorporation of this Corporation (the “Articles of Incorporation”) and the provisions
of Section 78.1955 of the Nevada General Corporation Law, there hereby is created, out of five million (5,000,000) shares of preferred
stock, par value $0.001 per share, of the Corporation authorized by the Articles of Incorporation, Series A Preferred Stock, consisting
of one thousand (1,000) shares, which series shall have the following powers, designations, preferences and relative participating,
optional and other special rights, and the following qualifications, limitations and restrictions. See Annex A.

                                                                                                                                                                  









 


	3. Effective
    date of filling: (optional)	 	
	 	 	(must not be later than 90 days after the certificate is filed)







 


4.
Signature: (required)


 





	X
    	 
	Signature of Officer	 



Filing
Fee: $175.00


 


IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.


 


	This
                                         form must be accompanied by appropriate fees.



	 	Nevada
Secretary of State Stock Designations





	 	 	Revised:
                                         1-5-15







 






     


     


    

 


CERTIFICATE
OF DESIGNATION

OF

HYPERSOLAR INC.

ESTABLISHING THE DESIGNATIONS, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF ITS

SERIES A PREFERRED STOCK


 


On
behalf of HyperSolar, Inc., a Nevada corporation (the “Company”), the undersigned hereby certifies that the following
resolution was been duly adopted by the board of directors of the Corporation (the “Board”) on July 10, 2018:


 


RESOLVED,
that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation
(the “Articles of Incorporation”) and the provisions of Section 78.1955 of the Nevada General Corporation Law, there
hereby is created, out of five million (5,000,000) shares of preferred stock, par value $0.001 per share, of the Company authorized
by the Articles of Incorporation, Series A Preferred Stock, consisting of one thousand (1,000) shares, which series shall have
the following powers, designations, preferences and relative participating, optional and other special rights, and the following
qualifications, limitations and restrictions.


 


SECTION
1. DESIGNATION OF SERIES. The shares of such series shall be designated as the “Series A Preferred Stock” and the
number of shares initially constituting such series shall be up to One Thousand (1,000) shares.


 


SECTION
2. DIVIDENDS. The holders of the Series A Preferred Stock shall not be entitled to receive dividends paid on the Common Stock.


 


SECTION
3. LIQUIDATION PREFERENCE. The holders of the Series A Preferred Stock shall not be entitled to any liquidation preference.


 


SECTION
4. VOTING. The holders of the Series A Preferred Stock will have the shareholder voting rights as described in this Section
4 or as required by law.


 


4.1Voting
Rights. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, by voting
separately as a class, shall have the right to vote in an amount equal to
ninety percent (90%) of the total vote with respect to any proposal relating to (a) any amendment to the Company’s Articles of
Incorporation changing the name of the Company, (b) increasing the authorized share capital of the Company, (c) any amendment
to the Company’s Bylaws, and (d) effecting any reverse stock split of the Company’s issued and outstanding shares of capital stock.
Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock.


 


For
example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of such a shareholder vote,
the holders of the Series A Preferred Stock, voting separately as a class, will have 90,000 votes, out of a total number of 100,000
shares voting.


 


4.2Amendments
to Articles and Bylaws. So long as the Series A Preferred Stock is outstanding, the Company shall not, without the affirmative
vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately as a class (i)
amend, alter or repeal any provision of the Articles of Incorporation of the Bylaws of the Company so as to adversely affect the
designations, preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification of
the Series A Preferred Stock, excluding a reverse stock split or forward split, or (iii) designate any additional series of preferred
stock, the designations of which adversely effects the rights, privileges or limitations of the Series A Preferred Stock set forth
herein.


 






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4.3
Amendment of Rights of Series A Preferred Stock. The Company shall not,
without the affirmative vote of the at least 66-2/3% of all outstanding shares of the Series A Preferred Stock, amend, alter or
repeal any provision of this Certificate of Designation, PROVIDED, HOWEVER, that the Company may, by any means authorized by law
and without any vote of the holders of shares of the Series A Preferred Stock, make technical, corrective, administrative or similar
changes in this Certificate of Designation that do not, individually or in t the aggregate, adversely affect the rights or preferences
of the holders of shares of the Series A Preferred Stock.


 


SECTION
5. CONVERSION RIGHTS. The shares of the Series A Preferred Stock shall have no conversion rights.


 


SECTION
6. REDEMPTION RIGHTS. The shares of the Series A Preferred Stock shall be automatically, and without any required action by
the Company or the holders thereof, redeemed by the Company at their par value on the first to occur of the following triggering
events: (i) a date one hundred and twenty (120) days as after the effective date of this Certificate, (ii) on the date that Timothy
Young ceases, for any reason, to serve as officer, director or consultant of the Company, it being understood that if Mr. Young
continues without interruption to serve thereafter in one or more capacities as officer, director or consultant of the Company
this shall not be considered a cessation of service, or (iii) on the date that the Company’s shares of common stock first trade
on any national securities exchange is conditioned upon the elimination of the preferential voting rights of the Series A Preferred
Stock set forth in this Certificate of Designation.


 


SECTION
7. NOTICES. Any notice required hereby to be given to the holders of shares of the Series A Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address
appearing on the books of the Company.


 


SECTION
8. MISCELLANEOUS.


 


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



		(b)	Whenever
                                         possible, each provision of this Certificate of Designation shall be interpreted in a
                                         manner as to be effective and valid under applicable law and publish policy. If any provision
                                         set forth herein is held to be invalid, unlawful or incapable of being enforced by reason
                                         of any rule of law or public policy, such provision shall be ineffective only to the
                                         extent of such prohibition or invalidity, without invalidating or otherwise adversely
                                         affecting the remaining provisions of this Certificate of Designation. No provision herein
                                         set forth shall be deemed dependent upon any other provision unless so expressed herein.
                                         If a court of competent jurisdiction should determine that a provision of this Certificate
                                         of Designation would be valid or enforceable if a period of time were extended or shortened,
                                         then such court may make such change as shall be necessary to render the provision in
                                         question effective and valid under applicable law.
	 	 	 
	 	(c)	Except
                                         as may otherwise be required by law, the shares of the Series A Preferred Stock shall
                                         not have any powers, designations, preferences or other special rights, other than those
                                         specifically set forth in this Certificate of Designation.






 






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IN
WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized officer of the Company on this 10th
day of July, 2018.


 


	 	HYPERSOLAR,
    INC.
	 	 
	 	By:	/s/
    Timothy Young
	 	Name:	Timothy
    Young
	 	Title:	President,
    CEO, Acting CFO and Chairman




 


 


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