AMENDED
AND RESTATED


CERTIFICATE
OF DESIGNATION, PREFERENCES


AND
OTHER RIGHTS OF THE 


CLASS
C CONVERTIBLE PREFERRED STOCK OF


BLOCKCHAIN
HOLDINGS CAPITAL VENTURES, INC.


 


Pursuant
to Sections 151 the General Corporation Law of the State of Delaware, the undersigned Chief Executive Officer of Blockchain Holdings
Capital Ventures, Inc., a Delaware corporation (the “Company”), does hereby make this Amended and Restated Certificate
of Designation of the Class C Convertible Preferred Stock (the “Certificate of Designation”) and does hereby certify
that:


 


FIRST:
The Certificate of Amendment to the Certificate of Incorporation of the Company confers upon the Board of Directors of the Company
(the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in classes and to
establish the number of shares to be included in each such class and to fix the powers, designations, preferences and rights of
the shares of each such class.


 


SECOND:
By unanimous written consent of the Board of Directors of the Company dated September 14, 2018, the Board of Directors, pursuant
to a resolution, designated the Class C Convertible Preferred Stock and set forth that the powers,
preferences and rights of the shares of such series, and the qualifications, limitations and restrictions thereof would
be as provided in the Certificate of Designation, Preferences and Other Rights of the Class C Convertible Preferred Stock of the
Company as filed with the Secretary of State of the State of Delaware on September 17, 2018.


 


THIRD:
Seven million shares of Class C Convertible Preferred Stock have been issued and are outstanding as of the date hereof.


 


FOURTH:
By unanimous written consent of the Board of Directors of the Corporation dated April 3, 2019, the Board of Directors determined,
upon approval of the holders of the Class C Convertible Preferred Stock, to amend and restate the Certificate of Designation,
Preferences and Other Rights of the Class C Convertible Preferred Stock of the Company and provided that the powers,
preferences and rights of the shares of such series, and the qualifications, limitations and restrictions thereof, be amended
and restated in their entirety as set forth below.


 


FIFTTH:
By unanimous written consent of the holders of the Class C Convertible Preferred Stock dated April 3, 2019, the holders of the
Class C Convertible Preferred Stock determined, to approve the amendment and restatement of the Certificate of Designation, Preferences
and Other Rights of the Class C Convertible Preferred Stock of the Company as approved by the Board of Directors and to allow
for the powers, preferences and rights of the shares of such series, and the qualifications,
limitations and restrictions thereof to be amended and restated in their entirety as follows:


 




    	 	 	 



    	 



    

 


	1.	General.




 


A.            Designation
and Number. Ten million (10,000,000) shares of the preferred stock, par value $.001 of the Company are hereby designated as
“Class C Convertible Preferred Stock” (“Preferred Stock”).


 


B.             Ranking.
The Preferred Stock shall, with respect to payment of dividends, redemption payments and rights upon liquidation, dissolution
or winding-up of the affairs of the Company, rank:


 


i.            Senior and prior to the common stock, par value $0.0001 of the Company (“Common Stock”) and any additional series
of preferred stock which may in the future be issued by the Company and are designated in the amendment to the Certificate of
Incorporation or the certificate of designation establishing such additional preferred stock as ranking junior to the Preferred
Shares. Any shares of the Company’s capital stock which are junior to the Preferred Shares with respect to the payment of
dividends are hereinafter referred to as “Junior Dividend Shares” and any shares which are junior to the Preferred
Shares with respect to redemption, payment and rights upon liquidation, dissolution or winding-up of the affairs of the Company
are hereinafter referred to as “Junior Liquidation Shares”.


 


ii.            Pari passu with any additional series of preferred stock which may in the future be issued by the Company and are designated
in the amendment to the Certificate of Incorporation or the certificate of designation establishing such additional preferred
stock as ranking equal to the Preferred Shares or which do not state they are Junior Dividend Shares or Senior Dividend Shares
(as defined below). Any shares of the Company’s capital stock which are equal to the Preferred Shares with respect to the
payment of dividends are hereinafter referred to as “Parity Dividend Shares” and any shares which are equal
to the Preferred Shares with respect to redemption, payment and rights upon liquidation, dissolution or winding-up of the affairs
of the Company are hereinafter referred to as “Parity Liquidation Shares”.


 


iii.            Junior to any additional series of preferred stock which may in the future be issued by the Company and are designated in the
amendment to the Certificate of Incorporation or the certificate of designation establishing such additional preferred stock as
ranking senior to the Preferred Shares. Any shares of the Company’s capital stock which are senior to the Preferred Shares
with respect to the payment of dividends are hereinafter referred to as “Senior Dividend Shares” and any shares
which are senior to the Preferred Shares with respect to redemption, payment and rights upon liquidation, dissolution or winding-up
of the affairs of the Company are hereinafter referred to as “Senior Liquidation Shares”.


 


2.             Dividends.
If, and when, the Board of Directors of the Company declares a dividend on the Common Stock, the holders of the Preferred Stock
of the Company shall be entitled to receive the same dividend as the holders of the Common Stock. The dividend to be paid to the
holders of the Preferred Stock shall be paid pro rata per share on a fully converted basis.


 




    	 	2	 



    	 



    

 


	3.	Rights on Liquidation, Dissolution or Winding Up.




 


A.            In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Preferred
Stock then outstanding shall be entitled, on a pro rata basis, to be paid out of the assets of the Company available for distribution
to its shareholders, whether from capital, surplus or earnings, $.01 per share of Preferred Stock plus an amount equal to the
sum of all accumulated and unpaid dividends through the date fixed for the payment of the distribution on the shares of Preferred
Stock, after any payment being made to the holders of shares of Senior Liquidation Shares, including the Class A Preferred Super
Majority Voting Stock of the Company and prior to any payment being made to the holders of shares of Junior Liquidation Shares.


 


B.            If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to its
shareholders shall be insufficient to pay the holders of shares of Preferred Stock the full amounts to which they respectively
shall be entitled, the holders of shares of Preferred Stock shall share ratably in any distribution of assets in proportion to
their respective ownership of Preferred Stock.


 


C.            In the event of any liquidation, dissolution or winding up of the Company, after payment shall have been made to the holders of
shares of Preferred Stock of the full amount to which they shall be entitled as aforesaid, the holders of shares of Junior Liquidation
Shares, to the exclusion of the holders of shares of Preferred Stock, shall be entitled to share on a pro rata basis, according
to their respective rights and preferences, in all remaining assets of the Company available for distribution to its shareholders.


 


D.            The consolidation or merger of the Company with one or more other entity, or the sale or transfer by the Company of all or substantially
all of its assets shall not be deemed to be a liquidation, dissolution or winding up of the Company.


 


	4.	Voting.




 


A.            Except as otherwise set forth in Paragraph “B” of this Article “4” of this Certificate of Designation
or as required by law, the holders of shares of Preferred Stock shall not have the right to vote upon matters submitted to the
shareholders of the Company or to receive notice of any meeting of the shareholders of the Company.


 


B.            The Company shall not, without the affirmative vote or consent of the holders of shares of Preferred Stock representing a majority
of the shares of Preferred Stock then outstanding, acting as a separate class:


 


i.            in any manner authorize or create any Parity Dividend Shares, Parity Liquidation Shares, Senior Dividend Shares or Senior Liquidation
Shares;


 


ii.            in any manner alter or change the designations, powers, preferences or rights or the qualifications, limitations or restrictions
of the Preferred Stock;


 




    	 	3	 



    	 



    

 


iii.            authorize the issuance of any other preferred stock with terms which are more advantageous than those set forth herein;


 


iv.            agree to any provision in any agreement which would otherwise impose any restriction upon the Company’s ability to honor
the exercise of any rights of the holders of the Preferred Stock; or


 


v.            agree or otherwise commit to take any of the actions set forth above; provided however, that except as otherwise provided by law,
any such vote or consent as set forth in this Paragraph “B” of this Article “4” of this Certificate of
Designation shall be sufficient authorization, by the holders of the Preferred Stock, for any such action, and when such action
is effected upon such vote or consent, holders of shares of Preferred Stock dissenting from such action shall not have any rights
other than the same rights as all holders of the Preferred Stock, including, but not limited to, the right to payment for their
shares by reason of this provision.


 


	5.	Conversion.




 


A.            Each share of Preferred Stock shall be convertible into five (5) shares of Common Stock.


 


B.            Each holder of Preferred Stock shall have the right to convert his, her or its shares of Preferred Stock into fully paid, validly
issued and non-assessable shares of Common Stock at any time, commencing thirty-six (36) months after the date such shares of
Preferred Stock were originally issued by the Company to a holder (the “Issuance Date”).


 


C.            Subject to, and in compliance with the provisions of this Article “5”, if the holder of Preferred Stock has not previously
converted his, her of its shares of Preferred Stocks, such shares of Preferred Stock shall without any action on the part of the
holder thereof or the Company, be automatically converted into validly issued and non-assessable shares of Common Stock, upon:


 


i.            the date of the closing of a public offering of the Company’s securities;


 


ii.            registration of the shares of Common Stock issuable upon conversion of the Preferred Stock;


 


iii.          any consolidation, merger or other combination of the Company with or into another corporation; or


 


iv.          the sale or conveyance to another corporation of all of substantially all of the Company’s assets.


 


D.            Upon the conversion, all rights of the holders of the Preferred Stock including, but not limited to, any rights to future dividends
shall cease and the person or persons in whose name or names the certificate or certificates for the Preferred Stock are held
shall be treated for all purposes as having become record owners of the Common Stock of the Company at that time.


 




    	 	4	 



    	 



    

 


E.            At the time of conversion, the Company shall pay to the holder of record of any share or shares of Preferred Stock surrendered
for conversion any accrued and unpaid cumulative dividends on the shares being converted.


 


F.            The issuance of certificates for shares of Common Stock upon the conversion of the Preferred Stock shall be made without charge
for any tax with respect to the issuance. However, if any certificate is to be issued in a name or names other than the name or
names of the holder of record of the Preferred Stock converted, the person or persons requesting the issuance shall pay to the
Company the amount of any tax that may be payable in connection with any transfer involved in the issuance, or shall establish
to the satisfaction of the Company that the tax has been paid or is not due and payable.


 


G.            The Company 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 Preferred Stock, such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares of 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 of the then outstanding
shares of Preferred Stock, the Company shall take such corporate action as may be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such purpose.


 


H.            The Company shall not be required to issue fractional shares of Common Stock upon the conversion of the Preferred Stock. The number
of full shares of Common Stock which shall be issued upon the conversion of the Preferred Stock shall be computed upon the basis
of the aggregate number of shares of Preferred Stock. If any interest in a fractional share of Common Stock would otherwise be
deliverable upon conversion of the Preferred Stock, such fractional share shall be rounded up to the nearest whole share if equal
to or greater than one-half (1⁄2) of a share. Such fractional share shall be rounded down to the nearest whole share if less
than one-half (1⁄2) of a share.


 


I.            Upon conversion of all of the share of Preferred Stock, such shares shall be considered retired and shall have the status of authorized
but unissued preferred stock of the Company which can be subdivided into various Classes
or Series with Rights, Privileges and Preferences to be hereafter determined and designated by the Board of Directors, by filing
a Certificate of Designation for each separate Class or Series. 


 




    	 	5	 



    	 



    

 


	6.	Capital Changes.




 


A.            If the Company takes any action to increase or decrease the number of outstanding shares of Common Stock (a “Capital Change”),
then the number of shares of Common Stock issuable upon the conversion of the Preferred Stock shall be proportionately increased
or decreased, as the case may be, so that, upon conversion into Common Stock, the percentage interest of any holder of shares
of Preferred Stock shall not be modified from what his, her or its then current percentage interest in the Company would have
been if the Preferred Stock had been converted into Common Stock immediately prior to any such Capital Change, effective in either
case at the close of business on the date that the Capital Change becomes effective. Notwithstanding the foregoing, any transaction
in which securities of the Company are, pursuant to the approval by the Board of Directors, issued for reasonable and fair consideration
which is received by the Company after the date of the filing of this Certificate of Designation, shall be excluded from any adjustment
pursuant to this Paragraph “A” of this Article “6” of this Certificate of Designation. Any Capital Change
shall include, but shall not be limited to, any of the events which are set forth below:


 


i.            a merger, reorganization or consolidation of the Company with or into another entity or entities, whether or not the Company is
the surviving entity;


 


ii.            the issuance of any newly authorized shares of the Common Stock of the Company;


 


iii.            a recapitalization of the outstanding shares of the Common Stock of the Company, which has the effect of changing the percentage
of shares of Common Stock which shall be received by holders of shares of Preferred Stock upon conversion in relation to the total
number of outstanding shares of the Common Stock of the Company;


 


iv.            stock split; and


 


v.            if at any time or from time to time it shall appear to the Board of Directors that conditions may arise by reason of any action
proposed to be taken by the Company, which conditions, in the opinion of the Board of Directors, are not adequately provided for
by any of the other provisions hereof and which would affect the conversion rights of the holders of the Preferred Stock, the
conversion ratio then in effect shall be adjusted in such manner as the Board of Directors, in its sole discretion, may determine
to be equitable under the circumstances.


 


Notwithstanding
what is set forth above in this Paragraph “A” of this Article “6” of this Certificate of Designation to
the contrary, the terms of this Paragraph “A” of this Article “6” of this Certificate of Designation shall
not apply with respect to the one (1) for one hundred (100) reverse stock split undertaken by the Company which became effective
on December 27, 2018 and such reverse split shall not be considered a Capital Change.


 


B.            Upon the occurrence of any of the Capital Changes which are described in Paragraph “A” of this Article “6”
of this Certificate of Designation, or any other event which might result in an adjustment to the number of shares of Common Stock
issuable upon the conversion of the Preferred Stock (any of such Capital Changes is hereinafter referred to as an “Adjustment
Event”), then, in any such event, the Company shall immediately take whatever measures are necessary, including, but not
limited to, the issuance of additional shares of Common Stock of the Company or a surviving entity as the case may be, to ensure
that the percentage interest in the Company of the holders of shares of Preferred Stock is not modified from the percentage of
stock which the holders would own, had no Adjustment Event occurred. Any adjustment which is required pursuant to this Paragraph
“B” of this Article “6” of this Certificate of Designation shall be deemed effective retroactive to the
date of the Adjustment Event. These adjustments shall be made successively if more than one Adjustment Event occurs. The provisions
of this Article “6” of this Certificate of Designation shall be applicable to any Adjustment Event which occurs commencing
upon the filing date of this Certificate of Designation.


 




    	 	6	 



    	 



    

 


C.            No adjustment shall be made pursuant to this Article “6” of this Certificate of Designation by reason of the issuance
of any additional shares upon the exercise of options heretofore granted.


 


7.             Redemption.
The Company shall have the right to redeem, in its sole and absolute discretion, at any time after five (5) years after the Issuance
Date, all or any portion of the shares of Preferred Stock at a price of five dollars ($5.00) per share.


 


	8.	Registration.




 


A.            If the Company proposes to register any of its Common Stock (other than pursuant to a registration on Form S-8 or any successor
form), it will give prompt written notice to the holder of Preferred Stock of its intention to effect such registration (the “Registration”).
Within ten (10) business days after receiving such written notice of Registration, the holders of shares of Preferred Stock representing
a majority of the shares of Preferred Stock then outstanding may make a written request that the Company include in the proposed
Registration all of the Common Stock issuable upon conversion of the Preferred Stock (the “Registerable Securities”).


 


B.            The Company will use its commercially reasonable efforts to include in any Registration all Registrable Securities.


 


C.            The Company shall not be obligated pursuant to this Article “8” to effect a Registration of the Registrable Securities
if the Company discontinues the related Registration at any time prior to the effective date of any Registration Statement filed
in connection therewith.


 


IN
WITNESS WHEREOF, Blockchain Holdings Capital Ventures, Inc. has caused this Amended and Restated Certificate of Designation
to be duly executed in its corporate name on this 4th day of April, 2019.


 


	 	Blockchain
    Holdings Capital Ventures, Inc.
	 	 	 
	 	By:   	/s/
    Delray Wannemacher, CEO
	 	 	Delray
    Wannemacher, CEO


 




    	 	7