Exhibit 10.1


 









    	 		 



     


    




 


SCHEDULE
“A”


 


CERTIFICATE
OF DESIGNATIONS


OF


AQUA
POWER SYSTEMS INC.


ESTABLISHING
THE DESIGNATIONS, PREFERENCES,


LIMITATIONS
AND RELATIVE RIGHTS OF ITS


SERIES
A CONVERTIBLE PREFERRED STOCK


 


Pursuant
to Section 78.1955 of the Nevada Revised Statutes, Aqua Power Systems Inc., a corporation organized and existing under the Nevada
Revised Statutes (the “Company”),


 


DOES
HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the
Company, and pursuant to Section 78.1955 of the Nevada Revised Statutes, the Board of Directors, by unanimous written consent
of all members of the Board of Directors on September 1, 2015, duly adopted a resolution providing for the issuance of a series
of shares of Series A Convertible Preferred Stock, which resolution is and reads as follows:


 


RESOLVED,
that the Company designates 5,000,000 shares of Preferred Stock as the Series "A" Preferred Stock, which shares
shall have attached to them, in addition to the preferences, rights, privileges, restrictions and conditions attaching to all
of the preferred shares of the Company as a class, those rights, privileges, restrictions and conditions set forth herein; and


 


FURTHER
RESOLVED, that the series of preferred stock of the Company be, and it hereby is, given the distinctive designation of “Series
A Convertible Preferred Stock”; and


 


FURTHER
RESOLVED, that the Series A Convertible Preferred Stock shall consist of 5,000,000 shares; and


 


FURTHER
RESOLVED, that the Series A Convertible Preferred Stock shall have the powers and preferences, and the relative, participating,
optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below (the “Designation”
or the “Certificate of Designations”):


 


Section
1. DESIGNATION OF SERIES; RANK. The shares of such series shall be designated as the “Series A Convertible
Preferred Stock” (the “Preferred Stock”) or “Series A Preferred Stock”)
and the number of shares initially constituting such series shall be up to 5,000,000 shares with a par value of $0.001.


 


Section
2. DEFINITIONS.


 


For
purposes of this Designation, the following definitions shall apply:


 


(a)      “Business
Day” means a day in which a majority of the banks in the State of Nevada in the United States of America are open
for business.


 


(b)    
“Common Stock” means the Company’s $0.0001 par value common stock, or any other class of stock
resulting from successive changes or reclassifications of such common stock consisting solely of changes in par value, or as a
result of a subdivision, combination, or merger, consolidation or similar transaction in which the Company is a constituent corporation.


 


(c)    
“Conversion Date” shall mean the date in which a Conversion Notice is received by the Company.


 


(d)    
 “Distribution” shall mean the transfer of cash or other property without consideration whether by way
of dividend or otherwise (other than dividends on Common Stock payable in Common Stock), or the purchase or redemption of shares
of the Company for cash or property other than: (i) repurchases of Common Stock issued to or held by employees, officers, directors
or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing
for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants
of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii)
repurchases of capital stock of the Company in connection with the settlement of disputes with any shareholder, (iv) any other
repurchase or redemption of capital stock of the Company approved by the holders of (a) a majority of the Common Stock and (b)
a majority of the Preferred Stock of the Company voting as separate classes.


 






    	 	 Page 1 of 6
 Aqua Power Systems Inc.
 
Certificate of Designations of Series A Convertible Preferred Stock

	 



     


    

 





(e)    
“Holder” shall mean the person or entity in which the Preferred Stock is registered on the books of
the Company, which shall initially be the person or entity which subscribes for the Preferred Stock, and shall thereafter be permitted
and legal assigns which the Company is notified of by the Holder and which the Holder has provided a valid legal opinion in connection
therewith to the Company.


 


(f)     
“Holders” shall mean all Holders of the Series A Preferred Stock.


 


(g)    
“Junior Stock” shall mean the Common Stock and each other class of capital stock or series of preferred
stock of the Company established prior to or after the Original Issue Date, the terms of which do not expressly provide that such
class or series ranks senior to or on parity with the Series A Preferred Stock upon the liquidation, winding-up or dissolution
of the Company.


 


(h)    
“Liquidation Preference” shall mean the Original Issue Price per share for each share of Series A Preferred
Stock (as appropriately adjusted for any Recapitalizations).


 


(i)      
“Original Issue Date” shall mean the date upon which the shares of Preferred Stock are first issued.


 


(j)     
“Preferred Stock Certificates” means the certificates, as replaced from time to time, evidencing the
outstanding Preferred Stock shares.


 


(k)    
“Recapitalization” shall mean any stock dividend, stock split, combination of shares, reorganization,
recapitalization, reclassification or other similar event.


 


(l)      
“Restricted Shares” means shares of the Company’s Common Stock which are restricted from being
transferred by the Holder thereof unless the transfer is effected in compliance with the Securities Act of 1933, as amended and
applicable state securities laws (including investment suitability standards, which shares shall bear the following restrictive
legend (or one substantially similar):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act.
The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall
have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have
been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under
any such acts.”


 


SECTION
3. DIVIDENDS.


 


(a)   
 The holders of the Preferred Stock shall not be entitled to receive any dividends.


 


(b)   
 To the fullest extent permitted by the Nevada Revised Statutes, the Company shall be expressly permitted to redeem, repurchase
or make distributions on the shares of its capital stock in all circumstances other than where doing so would cause the Company
to be unable to pay its debts as they become due in the usual course of business.


 






    	 	 Page 2 of 6
 Aqua Power Systems Inc.
 
Certificate of Designations of Series A Convertible Preferred Stock

	 



     


    

  


SECTION
4. LIQUIDATION PREFERENCE


 


(a)   
 Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, either voluntary
or involuntary, the Holders of the Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of
any of the assets of the Company to the Holders of the Junior Stock by reason of their ownership of such stock, but not prior
to any holders of the Company’s Senior Securities, which holders shall have priority to the distribution of any assets of
the Company, an amount per share for each share of Preferred Stock held by them equal to the sum of the Liquidation Preference
specified for such share of Preferred Stock. If upon the liquidation, dissolution or winding up of the Company, the assets of
the Company legally available for distribution to the Holders of the Preferred Stock are insufficient to permit the payment to
such Holders of the full amounts specified in this Section 4(a), subsequent to the payment to the Senior Securities then
the entire remaining assets of the Company following the payment to the Senior Securities legally available for distribution shall
be distributed with equal priority and pro rata among the Holders of the Preferred Stock in proportion to the full amounts they
would otherwise be entitled to receive pursuant to this Section 4(a).


 


(b)   
 Remaining Assets. After the payment to the Holders of Preferred Stock of the full preferential amounts specified above,
the entire remaining assets of the Company legally available for distribution by the Company shall be distributed with equal priority
and pro rata among the Holders of the Junior Stock in proportion to the number of shares of Junior Stock, and the terms of such
Junior Stock, held by them.


 


(c)   
Valuation of Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any
liquidation, dissolution, or winding up of the Company are other than cash, then the value of such assets shall be their fair
market value as

determined in good faith by the Board of Directors. In the event of a merger or other acquisition of the Company by another entity,
the Distribution date shall be deemed to be the date such transaction closes. 


 


SECTION
5.CONVERSION. The Preferred Stock shall not be convertible into Common Stock and have no other conversion rights except
as specifically set forth below:


 


(a)      Conversion.
The “Conversion Ratio” per share of the Preferred Stock in connection with a Conversion shall be at
a ratio of 1:100, meaning for every (1) one Preferred A share shall convert into 100 common shares of stock of the Company. Holders
of Class A Preferred Shares shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by
law, rule or regulation), to convert any or all their shares of the Class A Preferred Shares into Common Stock at the Conversion
Ratio.


 


(b)Taxes.
The Company shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue and
delivery of shares of Common Stock upon conversion in a name other than that in which the shares of the Preferred Stock so converted
were registered, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has
paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been
paid. The Company shall withhold from any payment due whatsoever in connection with the Preferred Stock any and all required withholdings
and/or taxes the Company, in its sole discretion deems reasonable or necessary, absent an opinion from Holder’s accountant
or legal counsel, acceptable to the Company in its sole determination, that such withholdings and/or taxes are not required to
be withheld by the Company.


 


(c)      Fractional
Shares. If any Conversion of Preferred Stock would result in the issuance of a fractional share of Common Stock (aggregating
all shares of Preferred Stock being converted pursuant to each Conversion), such fractional share shall be rounded up to the nearest
whole share and the Holder shall be entitled to receive, in lieu of the final fraction of a share, one additional whole share
of Common Stock.


 






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 Aqua Power Systems Inc.
 
Certificate of Designations of Series A Convertible Preferred Stock

	 



     


    

 





(d)      Reservation
of Stock Issuable Upon Conversion. 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 the Preferred Stock, such number of
its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of
the 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 the Preferred Stock, the Company will within a reasonable time period
make a good faith effort to 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.


 


(e)      Effect
of Conversion. On the date of any Conversion, all rights of any Holder with respect to the shares of the Preferred Stock so
converted, including the rights, if any, to receive distributions of the Company’s assets (including, but not limited to,
the Liquidation Preference) or notices from the Company, will terminate, except only for the rights of any such Holder to receive
certificates (if applicable) for the number of shares of Common Stock into which such shares of the Preferred Stock have been
converted.


 


SECTION
6. VOTING. The holder of each share of Series A Preferred Stock shall have the right to one vote for each share of Common
Stock into which such Series A Preferred Stock could then be converted, and with respect to such vote, such holder shall have
full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding
any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall
be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have
the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted
basis (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall
be rounded to the nearest whole number (with one-half being rounded upward).


 


SECTION
7. REDEMPTION. The Preferred Stock shall have no redemption rights.


 


SECTION
8.PROTECTIVE PROVISIONS. Subject to the rights of series of Preferred Stock which may from time to time come into existence,
so long as any shares of Series A Preferred Stock are outstanding, this Company shall not without first obtaining the approval
(by written consent, as provided by law or otherwise) of the holders of a majority of the then outstanding shares of Series A
Preferred Stock, voting together as a class:


 


(a)      Increase
or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Convertible Preferred Stock;


 


(b)      Effect
an exchange, reclassification, or cancellation of all or a part of the Series a Convertible Preferred Stock, but excluding a stock
split or reverse stock split of the Company’s Common Stock or Preferred Stock;


 


(c)      Effect
an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Convertible
Preferred Stock; or


 


(d)      Alter
or change the rights, preferences or privileges of the shares of Series A Convertible Preferred Stock so as to affect adversely
the shares of such series, including the rights set forth in this Designation.


 


For
clarification, issuances of additional authorized shares of Series A Preferred under the terms herein shall not require the authorization
or approval of the existing shareholders of Preferred Stock.


 






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 Aqua Power Systems Inc.
 
Certificate of Designations of Series A Convertible Preferred Stock

	 



     


    

  


PROVIDED,
HOWEVER, that the Company may, by any means authorized by law and without any vote of the Holders of shares of the Preferred
Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Preferred Stock. The Company may
also designate and issue additional series of preferred stock from time to time in the sole discretion of the Company’s
Board of Directors, which such rights, privileges, preferences and limitations shall be determined by the Company’s Board
of Directors in its sole discretion, and which designations and issuances shall not require the approval of the holders of the
Preferred Stock.


 


SECTION
9. PREEMPTIVE RIGHTS. Holders of Preferred Stock and holders of Common Stock shall not be entitled to any preemptive,
subscription or similar rights in respect to any securities of the Company, except as specifically set forth herein or in any
other document agreed to by the Company.


 


SECTION
10. REPORTS. The Company shall mail to all holders of Preferred Stock those reports, proxy statements and other materials
that it mails to all of its holders of Common Stock.


 


SECTION
11. NOTICES. In addition to any other means of notice provided by law or in the Company’s Bylaws, any notice required
by the provisions of this Designation to be given to the holders of Preferred Stock shall be deemed given if deposited in the
United States mail, postage prepaid, and addressed to each Holder of record at such Holder’s address appearing on the books
of the Company.


 


SECTION
12. MISCELLANEOUS.


 


(a)     The
headings of the various sections and subsections of this Certificate of Designation 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 public 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)     The
Company will provide to the Holders of the Series A Preferred Stock all communications sent by the Company to the holders of the
Common Stock.


 


(d)     Except
as may otherwise be required by law, the shares of the Preferred Stock shall not have any powers, designations, preferences or
other special rights, other than those specifically set forth in this Certificate of Designations.


 


(e)     Shares
of the Series A Preferred Stock converted into Common Stock shall be retired and canceled and shall have the status of authorized
but unissued shares of Preferred Stock of the Company undesignated as to series and may with any and all other authorized but
unissued shares of Preferred Stock of the Company be designated or re-designated and issued or reissued, as the case may be, as
part of any series of Preferred Stock of the Company.


 


(f)     Notwithstanding
the above terms and conditions of this Designation, the Liquidation Preference and the dollar amounts and share numbers set forth
herein shall be subject to adjustment, as appropriate, whenever there shall occur a stock split, stock dividend, combination,
reclassification or other similar event involving shares of the Series A Preferred Stock. Such adjustments shall be made in such
manner and at such time as the Board of Directors in good faith determines to be equitable in the circumstances, any such determination
to be evidenced in a resolution duly adopted by the Board of Directors. Upon any such equitable adjustment, the Company shall
promptly deliver to each Holder a notice describing in reasonable detail the event requiring the adjustment and the method of
calculation thereof and specifying the increased or decreased Liquidation Preference following such adjustment.


 






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 Aqua Power Systems Inc.
 
Certificate of Designations of Series A Convertible Preferred Stock

	 



     


    

 





(g)     With
respect to any notice to a Holder required to be provided hereunder, such notice shall be mailed to the registered address of
such Holder, and neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder
shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other
Holders or affect the legality or validity of any redemption, conversion, distribution, rights, warrant, reclassification, consolidation,
merger, conveyance, transfer, dissolution, liquidation, winding-up or other action, or the vote upon any action with respect to
which the Holders are entitled to vote. All notice periods referred to herein shall commence on the date of the mailing of the
applicable notice. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the Holder receives the notice.


 


IN
WITNESS WHEREOF, the Company has caused this statement to be duly executed by its Chief Executive Officer this 1st
day of September 2015.


 


	 	AQUA POWER SYSTEMS INC.
	 	 
	 	 
	 	By:
	 	Tadashi Ishikawa – President
    and Director
	 	 
	 	 


 











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 Aqua Power Systems Inc.
 
Certificate of Designations of Series A Convertible Preferred Stock