CERTIFICATE
OF DESIGNATION OF THE


 


SERIES
A PREFERRED STOCK


 


OF


 


SALEEN
AUTOMOTIVE, INC.


 


Pursuant
to Section 78.1995 of the


Nevada
Revised Statutes


 


RESOLVED,
that pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Articles of Incorporation,
as amended (the “Articles of Incorporation”), and in accordance with the provisions of Section 78.1955
of the Nevada Revised Statutes, the Board of Directors hereby fixes the powers, designation, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and restrictions, of the Series A Preferred Stock; and


 


RESOLVED
FURTHER, that the Corporation is authorized to issue Series A Preferred Stock on the following terms and with the provisions herein
set forth:


 


1.
Designation and Number of Shares. Of the 1,000,000 shares of preferred stock, $0.001 par value per share (“Preferred
Stock”), authorized pursuant to Article VIII of the Articles of Incorporation, 500,000 shares are hereby designated
as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).


 


2.
Liquidation Preference.


 


(a)
Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary (each, a “Liquidation
Event”), before any distribution or payment shall be made to the holders of Corporation’s common stock, par
value $0.001 per share (“Common Stock”), the holders of Series A Preferred Stock shall be entitled to
be paid out of the assets of the Corporation legally available for distribution (or the consideration received by the Corporation
or its stockholders in an Acquisition) for each share of Series A Preferred Stock held by them, an amount per share of Series
A Preferred Stock equal to $8.00 (the “Original Issue Price”), subject to appropriate adjustment in
the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred
Stock, plus all accrued and unpaid dividends on the Series A Preferred Stock. If, upon any such Liquidation Event, the assets
of the Corporation shall be insufficient to make payment in full to all holders of Series A Preferred Stock of the liquidation
preference set forth in this Section 2(a), then such assets (or consideration) shall be distributed among the holders of Series
A Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively
entitled.


 


(b)
After the payment of the full liquidation preference of the Series A Preferred Stock as set forth in Section 2(a) above, the remaining
assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common
Stock.


 


(c)
Notwithstanding the foregoing, upon any Liquidation Event, each holder of Series A Preferred Stock shall be entitled to receive,
for each share of each series of Series A Preferred Stock then held, out of the proceeds available for distribution, the greater
of (i) the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such
shares in a Liquidation Event pursuant to Section 2(a) (without giving effect to this Section 2(c)) or (ii) the amount of cash,
securities or other property to which such holder would be entitled to receive in a Liquidation Event with respect to such shares
if such shares had been converted to Common Stock immediately prior to such Liquidation Event.


 




    	 



    	 



    

 


3.
Redemption. The Series A Preferred Stock does not have any redemption rights.


 


4.
Dividends. Holders of Series A Preferred Stock, in preference to the holders of Common Stock, shall be entitled to receive,
but only out of funds that are legally available therefor, cash dividends at the rate of twelve percent (12%) of the Original
Issue Price per annum on each outstanding share of Series A Preferred Stock. Such dividends shall accrue from day to day commencing
on the date of original issuance of such shares, whether or not earned or declared by the Board of Directors (the “Board”),
whether or not there are profits, surplus or other funds legally available for the payment of dividends and shall be cumulative
to the extent not actually paid.


 


5.
Mandatory Conversion.


 


(a)
Conversion. On the earliest date which the Corporation has (i) filed an amendment (“Amendment”)
to its Articles of Incorporation with the Secretary of State of the State of Nevada effecting an increase in the authorized shares
of the Corporation’s Common Stock so that the Corporation has a sufficient number of authorized and unissued shares of Common
Stock so as to permit the conversion of all outstanding shares of the Series A Preferred Stock into Common Stock (the “Increased
Authorization”), (ii) effected a reverse stock split of the Common Stock so that the number of shares of Common
Stock that would be outstanding following the conversion into Common Stock of all outstanding shares of the Series A Preferred
Stock and all other shares of preferred stock of the Corporation, would be less than 100 million (the “Reverse Split”),
(iii) filed with the Securities and Exchange Commission (“SEC”) and mailed to the Corporation’s
shareholders all information statements, forms and schedules required under applicable law to effect the Increased Authorization
and Reverse Split, as applicable, and (iv) become current in its reporting obligations with the SEC under the Securities Exchange
Act of 1934, as amended, then immediately upon the occurrence of all such events, all of the outstanding shares of Series A Preferred
Stock together with any accrued and unpaid dividends thereon will immediately and automatically convert into shares of Common
Stock without any notice or action required on the part of the Corporation or the holder (each a “Mandatory Conversion”).
The holders of a majority of the outstanding shares of Series A Preferred Stock may waive any one or more of the events specified
in clauses (i) through (iv) of the preceding sentence so that any such event shall be deemed to have occurred for the purpose
of determining whether a Mandatory Conversion has occurred. At the consummation of a Mandatory Conversion, the holders of Series
A Preferred Stock will be entitled to receive Common Stock at the conversion rate equal to the quotient obtained by dividing the
Original Issue Price of the Series A Preferred Stock, plus all accrued dividends thereon, by $0.0003 (the “Conversion
Rate”).


 


(b)
Obligation. The Corporation agrees that it shall in good faith, at such time as determined by the Corporation’s Board
of Directors, take any and all such corporate action as may, in the opinion of its counsel, be necessary to effect the Reverse
Split and/or Increased Authorization, and to expeditiously effect the conversion of all outstanding shares of the Series A Preferred
Stock to shares of Common Stock, including, without limitation, using commercially reasonable efforts to obtain the requisite
stockholder approval of any necessary amendment to the Articles of Incorporation to achieve the foregoing.


 




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(c)
Conversion Procedure. The Corporation shall use commercially reasonable efforts to issue or cause its transfer agent to
issue the Common Stock issuable upon a Mandatory Conversion as soon as practicable after such Mandatory Conversion. The Corporation
shall bear the cost associated with the issuance of the Common Stock issuable upon a Mandatory Conversion. The Common Stock issuable
upon a Mandatory Conversion shall be issued with a restrictive legend indicating that it was issued in a transaction which is
exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), and that it
cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to
the Corporation. The Common Stock issuable upon a Mandatory Conversion shall be issued in the same name as the person who is the
holder of the Series A Preferred Stock unless, in the opinion of counsel to the Corporation, a change of name and such transfer
can be made in compliance with applicable securities laws. The person in whose name the certificates of Common Stock are so recorded
and other securities issuable upon a Mandatory Conversion shall be treated as a common stockholder of the Corporation at the close
of business on the date of such Mandatory Conversion. The certificates representing the Series A Preferred Stock converted in
a Mandatory Conversion shall be cancelled, on the date of such Mandatory Conversion.


 


6.
Adjustments to Conversion Rate and Reorganization. The Conversion Rate for the number of shares of Common Stock into which
the Series A Preferred Stock shall be converted on a Mandatory Conversion shall be subject to adjustment from time to time as
hereinafter set forth:


 


(a)
Stock Dividends, Recapitalization, Reclassification, Split-Ups. If, prior to the date of the Mandatory Conversion, the
number of outstanding shares of Common Stock is increased by a stock dividend on the Common Stock payable in shares of Common
Stock or by a split-up, recapitalization or reclassification of shares of Common Stock or other similar event, then, on the effective
date thereof, the Conversion Rate will be adjusted so that the number of shares of Common Stock issuable on the Mandatory Conversion
shall be increased in proportion to such increase in outstanding shares of Common Stock.


 


(b)
Aggregation of Shares. If prior to or on the date of the Mandatory Conversion, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event (including
the Reverse Split), then, upon the effective date thereof, the Conversion Rate will be adjusted so that the number of shares of
Common Stock issuable on the Mandatory Conversion of the Series A Preferred Stock shall be decreased in proportion to such decrease
in outstanding shares of Common Stock.


 


(c)
Change Resulting from Reorganization or Change in Par Value, etc. In case of any reclassification or reorganization of
the outstanding shares of Common Stock which solely affects the par value of the shares of Common Stock, or in the case of any
merger or consolidation of the Corporation with or into another corporation (other than a consolidation or merger in which the
Corporation is the continuing corporation and which does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Corporation
as an entirety or substantially as an entirety in connection with which the Corporation is dissolved, the holders of Series A
Preferred Stock shall have the right thereafter (until the Mandatory Conversion or its equivalent of all outstanding shares of
Series A Preferred Stock) to receive upon the conversion of the Series A Preferred Stock the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or other transfer, by a holder of the number of shares of Common Stock into which
the Series A Preferred Stock is convertible immediately prior to such event; and if any reclassification also results in a change
in shares of Common Stock, then such adjustment also shall be made.


 




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(d)
Successive Changes. The provisions of this Section shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.


 


7.
Voting Rights. The holders of record of shares of Series A Preferred Stock shall be entitled to the following voting rights:


 


(a)
Those voting rights required by applicable law; and


 


(b)
The right to vote together with the holders of the Common Stock, as a single class, upon all matters submitted to holders of Common
Stock for a vote. On such matters, each share of Series A Preferred Stock will carry a number of votes equal to the number of
shares of Common Stock issuable based on the then applicable Conversion Rate.


 


(c)
Whenever holders of Series A Preferred Stock are required or permitted to take any action by vote, such action may be taken without
a meeting on written consent, setting forth the action so taken and signed by the holders of the outstanding shares of Series
A Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at
a meeting at which all such shares entitled to vote thereon were present and voted. Each share of the Series A Preferred Stock
shall entitle the holder thereof to one vote on all matters to be voted on by the holders of the Series A Preferred Stock as a
separate class, as set forth in this Section 7(c).


 


8.
No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will
at all times in good faith assist in the carrying out of all the provisions of this section and in the taking of all such action
as may be necessary or appropriate in order to protect the conversion rights of the holders of Series A Preferred Stock against
impairment.


 




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9.
No Fractional Shares and Certificate as to Adjustments. No fractional shares shall be issued upon the conversion of any
share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the
nearest whole share. The number of shares issuable upon conversion shall be determined on the basis of the total number of shares
of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable
upon such aggregate conversion.


 


10.
Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities
or property, or any other right, the Corporation shall mail to each holder of Series A Preferred Stock, at least ten (10) days
prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, and the amount and character of such dividend, distribution or right.


 


11.
Notices. Any notice required by the provisions of this Certificate of Designation to be given to the holders of shares
of 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 address appearing on the books of the Corporation.


 


12.
Return of Status as Authorized Shares. Upon a Mandatory Conversion or any other repurchase, redemption or extinguishment
of the Series A Preferred Stock, the shares converted, repurchases, redeemed or extinguished will be automatically returned to
the status of authorized and unissued shares of Preferred Stock, available for future designation and issuance pursuant to the
terms of the Articles of Incorporation.


 






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