Exhibit 4.1


 





CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS


OF


Series
C CONVERTIBLE PREFERRED STOCK


OF


MODUSLINK
GLOBAL SOLUTIONS, INC.


_______________


(Pursuant to Section
151 of the Delaware General Corporation Law)


_______________


ModusLink Global
Solutions, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware,
hereby certifies that, pursuant to authority conferred on its Board of Directors (the “Board”) by the Restated
Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), and in accordance
with Section 141 of the Delaware General Corporation Law, the following resolution was adopted by the Board at a meeting of
the Board duly held on December 6, 2017, which resolution remains in full force and effect on the date hereof:


RESOLVED,
that the Board of Directors of the Corporation, pursuant to authority expressly vested in it by the provisions of the Restated
Certificate of Incorporation of the Corporation, as amended, hereby authorizes the issuance of a series of preferred stock designated
as the Series C Convertible Preferred Stock, par value $0.01 per share, of the Corporation and hereby fixes the designation, number
of shares, powers, preferences, rights, qualifications, limitations and restrictions thereof (in addition to any provisions set
forth in the Restated Certificate of Incorporation of the Corporation, as amended, which are applicable to the Corporation’s
preferred stock of all classes and series) as follows:


1.                 
Designation, Amount and Par Value. Pursuant to this Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock of the Corporation (this “Certificate of Designations”), there is hereby designated
a series of the Corporation’s authorized preferred stock having a par value of $0.01 per share (the “Preferred Stock”),
which series shall be designated as “Series C Convertible Preferred Stock” (the “Series C Preferred Stock”),
and the number of shares so designated shall be 35,000. Each share of Series C Preferred Stock shall have a par value of $0.01
per share. The “Stated Value” for each share of Series C Preferred Stock shall initially equal $1,000.00.


2.                 
Definitions. In addition to the terms defined elsewhere in this Certificate of Designations, the following terms
have the meanings indicated. Capitalized terms used but not defined in this Certificate of Designations shall have the respective
meanings given to them in the Purchase Agreement (as defined below):



    	 



     


    




“Affiliate”
of a Person means any other Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by
or is under common Control with the first Person.


“Amended
Provision” has the meaning set forth in Section 14.


“Bankruptcy
Event” means any of the following events: (a) the Corporation or any Significant Subsidiary commences a case or
other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof; (b) there
is commenced against the Corporation or any Significant Subsidiary any such case or proceeding that is not dismissed within 60
days after commencement; (c) the Corporation or any Significant Subsidiary is adjudicated insolvent or bankrupt or any order
of relief or other order approving any such case or proceeding is entered; (d) the Corporation or any Significant Subsidiary
suffers any appointment of any custodian or the like for it or any material part of its property that is not discharged or stayed
within 60 days; (e) the Corporation or any Significant Subsidiary makes a general assignment for the benefit of creditors;
(f) the Corporation or any Subsidiary fails to pay, or states in writing that it is unable to pay or is unable to pay, any
Indebtedness in an amount exceeding $500,000 generally as any such Indebtedness becomes due, which is not cured within the greater
of (x) the time permitted by the agreements governing such Indebtedness, or (y) 30 days, other than pursuant to a good faith dispute
relating to such Indebtedness; or (g) the Corporation or any Significant Subsidiary, by any act or failure to act, expressly
indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose
of effecting any of the foregoing.


“Board”
has the meaning set forth in the preamble to this Certificate of Designations.


“Breach
Event” has the meaning set forth in Section 9(a).


“Business
Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


“Certificate
of Designation” has the meaning set forth in Section 1.


“Certificate
of Incorporation” has the meaning set forth in the preamble to this Certificate of Designations.


“Closing
Bid Price” means the last closing bid price for the Common Stock on the Principal Market (or, if the Common Stock is
not traded on the Principal Market, on the Eligible Market on which the Common Stock is then traded), as reported by Bloomberg,
L.P., or, if the Principal Market (or, if the Common Stock is not traded on the Principal Market, on the Eligible Market on which
the Common Stock is then traded) begins to operate on an extended hours basis and does not designate the closing bid price or the
closing trade price, as the case may be, then the last bid price of the Common Stock prior to 4:00 p.m., New York Time, as reported
by Bloomberg, L.P., or if the foregoing do not apply, the average of the bid prices of any market makers for the Common Stock as
reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).



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“Common
Stock” means the common stock of the Corporation, par value $0.01 per share, and any securities into which such common
stock may hereafter be reclassified.


“Common
Stock Equivalents” means, collectively, Options and Convertible Securities.


“Control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


“Conversion
Date” means an Optional Conversion Date or a Mandatory Conversion Date.


“Conversion
Dividends” has the meaning set forth in Section 7(d)(i).


“Conversion
Price” has the meaning set forth in Section 7(c).


“Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for Common Stock.


“Corporation”
has the meaning set forth in the preamble to this Certificate of Designations.


“Dividend
Payment Date” has the meaning set forth in Section 3(a).


“Dividend
Price” means the arithmetic average of the VWAP of the Common Stock for the 20 Trading Days immediately prior to the
applicable Dividend Payment Date.


“Dividend
Rate” has the meaning set forth in Section 3(a).


“DTC”
means The Depository Trust Corporation.


“Eligible
Market” means any of the following: the Principal Market, the New York Stock Exchange, the NYSE MKT, The NASDAQ Global
Select Market, The NASDAQ Capital Market or the OTC Bulletin Board.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


“Fractional
Cash Payment” has the meaning set forth in Section 7(h).


“Holder”
means any holder of Series C Preferred Stock.



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“Indebtedness”
of any Person means (i) all indebtedness representing money borrowed which is created, assumed, incurred or guaranteed in
any manner by such Person or for which such Person is responsible or liable (whether by guarantee of such indebtedness, agreement
to purchase indebtedness of, or to supply funds to or invest in, others), (ii) any direct or contingent obligations of such
Person arising under any letter of credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds
and similar instruments, (iii) all indebtedness secured by any Lien existing on property or assets owned by such Person and
(iv) any shares of capital stock or other securities having a redemption or repayment feature; provided that the Series
C Preferred Stock, and any obligations due in respect thereof in accordance with this Certificate of Designations, as in effect
on the date hereof, shall not be deemed to be Indebtedness pursuant to this definition.


“Junior
Securities” means the Common Stock and all other equity or equity equivalent securities of the Corporation other than
the Series C Preferred Stock.


“Liquidation
Event” means any of the following: (i) any liquidation, dissolution or winding up of the Corporation, either voluntary
or involuntary, (ii) any merger or consolidation in which the Corporation is a constituent party or a Significant Subsidiary is
a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation such that the
stockholders of the Company prior to such merger or consolidation hold less than 50.0% of the aggregate voting securities of the
Company following such merger or consolidation, or (iii) any sale of all or substantially all of the assets or capital stock of
the Corporation or one or more Significant Subsidiaries if substantially all of the assets of the Corporation are held by such
Significant Subsidiary or Significant Subsidiaries.


“Majority
Holders” means, as of any date of determination, the holders of a majority of the then outstanding shares of Series C
Preferred Stock.


“Mandatory
Conversion” has the meaning set forth in Section 7(b)(i).


“Mandatory
Conversion Allocation Percentage” has the meaning set forth in Section 7(b)(ii).


“Mandatory
Conversion Certification” has the meaning set forth in Section 7(b)(i).


“Mandatory
Conversion Conditions” has the meaning set forth in Section 7(b)(i).


“Mandatory
Conversion Conditions Failure” has the meaning set forth in Section 7(b)(i).


“Mandatory
Conversion Date” has the meaning set forth in Section 7(b)(i).


“Mandatory
Conversion Notice” has the meaning set forth in Section 7(b)(i).



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“Mandatory
Conversion Notice Date” has the meaning set forth in Section 7(b)(i).


“Material
Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations,
or condition (financial or otherwise) of the Corporation and its Subsidiaries, taken as a whole, or on the transactions contemplated
by the Transaction Documents, or on the authority or ability of the Corporation to perform its obligations under the Transaction
Documents; provided, however, that any effect(s) to the extent arising out of or resulting from any of the following
will not be taken into account (provided, that, with respect to clauses (i), (ii), (iii) and (iv), any effect does not disproportionately
adversely affect the Corporation or its Subsidiaries compared to other companies of similar size operating in the industry in which
the Corporation and its Subsidiaries operate): (i) general economic conditions; (ii) conditions in the securities markets,
financial markets or currency markets; (iii) political conditions or acts of war, sabotage or terrorism; and (iv) acts
of God, natural disasters, weather conditions or other calamities.


“Maximum
Permitted Rate” has the meaning set forth in Section 6(c).


“Optional
Conversion Date” has the meaning set forth in Section 7(a).


“Optional
Conversion Notice” has the meaning set forth in Section 7(a).


“Options”
means any rights, warrants or options to, directly or indirectly, subscribe for or purchase Common Stock or Convertible Securities.


“Original
Issue Date” with respect to any share of Series C Preferred Stock means the date of the first issuance of such share
of the Series C Preferred Stock, regardless of the number of transfers of any particular shares of Series C Preferred Stock thereafter
and regardless of the number of certificates that may be issued to evidence shares of Series C Preferred Stock.


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock corporation, government (or an agency or subdivision thereof) or other entity of any kind.


“Preferred
Stock” has the meaning set forth in Section 1.


“Pre-Stockholder
Approval Maximum Common Stock Issuance Amount” has the meaning set forth in Section 3(e).


“Principal
Market” means The NASDAQ Global Market.


“Prohibited
Issuance” means the issuance of: (A) any shares of Common Stock at a purchase price less than the then-existing
Conversion Price or the issuance of any Common Stock Equivalents with a conversion price or exercise price less than the then-existing
Conversion Price, except under any stockholder approved equity incentive plan; (B) any Common Stock Equivalents consisting
of Indebtedness that is convertible into or exchangeable or exercisable for Common Stock at a price below the then-existing Conversion
Price; (C) any preferred stock of the Corporation that is senior to or pari passu with the Preferred Stock with respect to rights,
preferences or privileges as to dividends, liquidation preference or redemption or contains a greater than 1x liquidation preference
or is a “participating” preferred stock; (D) any shares of Common Stock or Common Stock Equivalents to the extent
the effective purchase or conversion price or the number of underlying shares floats or resets or otherwise varies or is subject
to adjustment (directly or indirectly) based on market prices of the Common Stock; or (E) any warrants or other rights to
purchase Common Stock that, when valued on a black scholes basis, decreases the purchase price for such warrants or other rights
below the then-existing Conversion Price.



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“Pro
Rata Mandatory Conversion Amount” has the meaning set forth in Section 7(b)(ii).


“Pro
Rata Portion” means, with respect to a Holder, the number of shares of Series C Preferred Stock held by such Holder divided
by the number of shares of Series C Preferred Stock held by all of the Holders.


“Purchase
Agreement” means the Preferred Stock Purchase Agreement, dated on or about the date hereof, between the Corporation and
the Purchaser, as amended from time to time.


“Purchaser”
means SPH Group Holdings LLC.


“Redemption
Date” has the meaning set forth in Section 8(a).


“Redemption
Notice” has the meaning set forth in Section 8(a).


“Redemption
Price” has the meaning set forth in Section 8(a).


“Securities
Act” means the Securities Act of 1933, as amended.


“Series
C Preferred Dividends” has the meaning set forth in Section 3(a).


“Series
C Preferred Stock” has the meaning set forth in Section 1.


“Series
C Preferred Stock Liquidation Preference” has the meaning set forth in Section 6(a).


“Series
C Preferred Stock Register” has the meaning set forth in Section 4.


“Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article I, Rule 1-02
of Regulation S-X.


“Stated
Value” has the meaning set forth in Section 1.



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“Subsidiary”
means at any time, any Person (other than a natural person or Governmental Authority) which the Corporation (either alone or through
or together with any other Subsidiary), owns, directly or indirectly, more than a majority of the capital stock or equity interests
the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such
Person.


“Trading
Day” means any day on which the Common Stock is traded on the Principal Market (or, if not traded on the Principal Market,
on the Eligible Market on which the Common Stock is then traded); provided that “Trading Day” shall not include any
day on which the Common Stock is scheduled to trade on the Principal Market (or, if not traded on the Principal Market, in any
applicable Eligible Market) for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final
hour of trading on the Principal Market (or, if not traded on the Principal Market, on the Eligible Market on which the Common
Stock is then traded) does not designate in advance the closing time of trading on such exchange or market, then during the hour
ending at 4:00 p.m., New York Time).


“Transaction
Documents” means this Certificate of Designations, the Purchase Agreement, and any other documents, certificates or agreements
executed or delivered in connection with the transactions contemplated by the Purchase Agreement.


“Triggering
Event” means any of the following events: (a) the Common Stock is not listed or quoted, or is suspended from trading,
on the Principal Market (or, if not traded on the Principal Market, on the Eligible Market on which the Common Stock is then traded)
for a period of forty-five (45) or more consecutive Trading Days or for more than an aggregate of sixty (60) Trading Days in any
in any 12-month period; (b) the Corporation fails for any reason to deliver a certificate evidencing any shares of Common Stock
to a Purchaser after delivery of such certificate is required pursuant to this Certificate of Designations (including upon conversion
of any Series C Preferred Stock by a Holder pursuant to this Certificate of Designations), which failure is not cured within ten
(10) Business Days, or the right of any Holder to convert the shares of Series C Preferred Stock held by such Holder into Common
Stock is suspended for any reason; (c) the Corporation fails to have full authority, including under all laws, rules and regulations
of the Principal Market (or, if not traded on the Principal Market, of the Eligible Market on which the Common Stock is then traded),
to issue Underlying Shares, subject to any limitation on issuance of Underlying Shares set forth in Section 3(c) and Section
3(e); (d) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed
on an Eligible Market; or (e) the Closing Bid Price is less than $0.10 (as adjusted for any stock split, stock dividend, stock
combination or other similar transactions with respect to the Common Stock) for forty-five (45) or more consecutive Trading Days
or for more than an aggregate of sixty (60) Trading Days in any in any 12-month period.


“Underlying
Shares” means the shares of Common Stock issued or issuable (i) upon conversion of the Series C Preferred Stock
pursuant to this Certificate of Designations, or (ii) in satisfaction of any other obligation or right of the Corporation to issue
shares of Common Stock pursuant to this Certificate of Designations, and in each case, any securities issued or issuable in exchange
for or in respect of such securities.



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“Voting
Period” has the meaning set forth in Section 9(b)(ii).


“VWAP”
means on any particular Trading Day or for any particular period the volume weighted average trading price per share of Common
Stock on such date or for such period on the Principal Market (or, if not traded on the Principal Market, on the Eligible Market
on which the Common Stock is then traded) as reported by Bloomberg L.P., through its “Volume at Price” functions, or,
if the foregoing does not apply, the average of the highest Closing Bid Price and the lowest closing ask price of any of the market
makers for the Common Stock as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau,
Inc.); provided, however, that during any period the VWAP is being determined, the VWAP shall be subject to adjustment
from time to time for stock splits, stock dividends, combinations and similar events, as applicable.


3.                 
Dividends.


(a)               
Each Holder, in preference and priority to the holders of all Junior Securities, shall be entitled to receive, with respect
to each share of Series C Preferred Stock then outstanding and held by such Holder, out of funds legally available therefor, and
the Corporation shall pay, cumulative dividends at the rate (as a percentage of the Stated Value per share) of (the “Dividend
Rate”) six percent (6%) per annum (the “Series C Preferred Dividends”), accruing on a daily basis
and payable by the Corporation quarterly, in arrears, with payments commencing on March 31,2018, and thereafter on each June 30,
September 30, December 31 and March 31, except if such day is not a Trading Day, in which case such dividend shall be payable on
the next succeeding Trading Day (each, a “Dividend Payment Date”). Dividends on the shares of Series C Preferred
Stock shall be calculated on the basis of a 360-day year, shall accrue daily commencing on the Original Issue Date of the applicable
shares of Series C Preferred Stock until the date when such shares are no longer outstanding, and shall be deemed to accrue with
respect to such shares from such date whether or not earned or declared and whether or not there are profits, surplus or other
funds of the Corporation legally available for the payment of dividends.


(a)                  
Subject to the conditions and limitations set forth herein, the Corporation shall, at the election of the Corporation, pay
the Series C Preferred Dividends at each Dividend Payment Date to any Holder in either (i) cash by wire transfer of immediately
available funds to the account of such Holder as designated by the Holder in accordance with the terms hereof or (ii) Common Stock
to the extent, and only to the extent, such payment in Common Stock to any such Holder would not violate any of the limitations
set forth in this Certificate of Designations (including Section 3(c), Section 3(d), and Section 3(e)).
For purposes of determining the dividends payable to each Holder on each Dividend Payment Date, the Corporation shall aggregate
all shares of Series C Preferred Stock held by such Holder and, to the extent a dividend is paid in Common Stock, the number of
shares of Common Stock to be issued shall be (i) determined by dividing the total dividend then being paid to such Holder in shares
of Common Stock by the Dividend Price, and (ii) paid to such Holder in accordance with Section 3(g) and Section 3(h)
below. In no event shall the Corporation be required to issue or cause to be issued fractional shares of Common Stock to any Holder
in payment for dividends.



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(b)                 
Notwithstanding the foregoing, the Corporation shall not, without the prior approval of its stockholders as required pursuant
to the rules and regulations of the Principal Market, issue shares of Common Stock under the Transaction Documents (whether upon
conversion of the Series C Preferred Stock pursuant to Section 7, payment of Series C Preferred Dividends pursuant to Section
3(a), or payment of the Conversion Dividends pursuant to Section 7) to any Holder that, together with such Holder’s
Affiliates and any other persons acting as a group together with such Holder and any of such Holder’s Affiliates, immediately
prior to the applicable Dividend Payment Date, Optional Conversion Date or Mandatory Conversion Date, as applicable, beneficially
owns more than 19.99% of the outstanding shares of Common Stock (as such ownership is calculated pursuant to the rules of The NASDAQ
Global Market), if such Holder (together with such Holder’s Affiliates and any other persons acting as a group together with
such Holder and any of such Holder’s Affiliates) is not the largest beneficial owner of the Common Stock (as such ownership
is calculated pursuant to the rules of The NASDAQ Global Market) immediately prior to the applicable Dividend Payment Date, Optional
Conversion Date or Mandatory Conversion Date, as applicable, but, as a result of such issuance of Common Stock to such Holder,
such Holder (together with such Holder’s Affiliates and any other persons acting as a group together with such Holder’s
and any of such Holder’s Affiliates) would (X) become the largest beneficial owner of the Common Stock (as such ownership
is calculated pursuant to the rules of The NASDAQ Global Market) immediately after giving effect to the issuance of such Common
Stock or (Y) become the beneficial owner of a number of shares of Common Stock (as such ownership is calculated pursuant to the
rules of The NASDAQ Global Market) immediately after giving effect to the issuance of such Common Stock which, had such Common
Stock been received by such Holder as of the date such Holder entered into its binding commitment to purchase the Series C Preferred
Stock, would have caused such Holder to become the largest beneficial owner of Common Stock (as such ownership is calculated pursuant
to the rules of The NASDAQ Global Market) as of such earlier date. Immediately following the date (if ever) that the Corporation
obtains the requisite stockholder approval required pursuant to the rules and regulations of the Principal Market, the restrictions
in this Section 3(c) shall terminate and be of no further force or effect.


(c)                  
Notwithstanding the foregoing, the Corporation may not pay dividends, including Conversion Dividends, by issuing Common
Stock to any Holder unless, at such time, the number of authorized but unissued and otherwise unreserved shares of Common Stock
is sufficient for such issuance.


(d)                 
Notwithstanding the foregoing, without the prior approval of its stockholders as required pursuant to the rules and regulations
of the Principal Market, the aggregate number of shares of Common Stock actually issued by the Corporation under the Transaction
Documents (whether upon conversion of the Series C Preferred Stock pursuant to Section 7, payment of Series C Preferred
Dividends pursuant to Section 3(a) or payment of the Conversion Dividends pursuant to Section 7) shall not exceed
19.99% of the Common Stock outstanding as of the Original Issue Date (the “Pre-Stockholder Approval Maximum Common Stock
Issuance Amount”), for purposes of NASDAQ Listing Rule 5635(d), at a price, determined in accordance with the rules and
regulations of the Principal Market, that is less than the greater of book or market value on the Principal Market on the closing
date of the purchase of the Series C Preferred Stock (subject to adjustment from time to time for stock splits, stock dividends,
stock combinations and similar events, as applicable, with respect to the Common Stock) . Immediately following the date (if ever)
that the Corporation obtains the requisite stockholder approval required pursuant to the rules and regulations of the Principal
Market, the restrictions in this Section 3(e) shall terminate and be of no further force or effect.



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(e)                  
With respect to dividends other than Conversion Dividends, in the event that the Corporation elects to pay dividends in
shares of Common Stock, and is permitted to do so pursuant to Sections 3(c), (d), and (e), the number of shares
of Common Stock to be issued to each applicable Holder as such dividend shall be (i) determined by dividing the total dividend
then being paid to such Holder in shares of Common Stock by the Dividend Price, and rounding down to the nearest whole share, and
(ii) paid to such Holder in accordance with Section 3(g) below.


(f)                  
In the event that any dividends, including Conversion Dividends, are paid in Common Stock the Corporation shall, on or before
the third (3rd) Trading Day following the applicable Dividend Payment Date, (i) credit the number of shares of Common
Stock to which such Holder shall be entitled based on the dividend being paid in Common Stock to such Holder’s or its designee’s
balance account with DTC through its Deposit Withdrawal Agent Commission System, or (ii) in the event that clause (i) is not applicable,
issue and deliver to each applicable Holder a certificate, registered in the name of such Holder or its designee, for the number
of shares of Common Stock to which such Holder shall be entitled. Notwithstanding the foregoing, the Corporation shall, upon request
of the Holder, use its reasonable best efforts to deliver the shares of Common Stock electronically through the DTC.


(g)                 
The Corporation shall not be required to issue or cause to be issued fractional shares of Common Stock in payment of dividends
on the Series C Preferred Stock. If any fraction of a Common Stock would, except for the provisions of this Section 3(h),
be issuable upon the issuance of shares of Common Stock in payment of dividends on the Series C Preferred Stock, the number of
shares of Common Stock to be issued will be rounded down to the nearest whole share, and the Corporation shall, in lieu of issuing
any fractional share, pay an amount of cash equal to the product of such fraction multiplied by the Dividend Price on the date
of payment.


(h)                 
So long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not pay or declare any dividend
(whether in cash or property), or make any other distribution on the Common Stock or any other capital stock of the Corporation,
until all accrued and unpaid dividends as set forth in Section 3(a) above on the Series C Preferred Stock shall have been
paid.


(i)                   
Except (A) with respect to cash payments for fractional shares of Common Stock otherwise issuable in respect of any dividend
payment or (B) with respect to any limitations set forth in this Certificate of Designations (including those set forth in
Section 3(c) and Section 3(e)) on paying dividends to a Holder in Common Stock, dividends payable to each Holder
shall be paid in the same form as the dividends paid to any other Holder or in the same proportion of Common Stock, cash or Series
C Preferred Stock among all the Holders.



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4.                 
Registration of Issuance and Ownership of Series C Preferred Stock. The Corporation shall register the issuance and
ownership of shares of the Series C Preferred Stock, upon records to be maintained by the Corporation for that purpose (the “Series
C Preferred Stock Register”), in the name of the record Holders thereof from time to time. The Corporation may deem and
treat the registered Holder as the absolute owner thereof for the purpose of any distribution to such Holder, and for all other
purposes, absent actual notice to the contrary.


5.                 
Registration of Transfers. The Corporation shall register the transfer of any shares of Series C Preferred Stock
in the Series C Preferred Stock Register, upon surrender of certificates evidencing such shares to the Corporation at its address
specified herein. Upon any such registration or transfer, a new certificate evidencing the shares of Series C Preferred Stock so
transferred shall be issued to the transferee and a new certificate evidencing the remaining portion of the shares not so transferred,
if any, shall be issued to the transferring Holder.


6.                 
Liquidation.


(a)               
Upon the occurrence of any Liquidation Event, the Holders shall be entitled to receive, prior and in preference to any distribution
of any of the assets or funds of the Corporation to the holders of Junior Securities by reason of their ownership thereof, an amount
per share in cash equal to the sum of (i) one hundred percent (100%) of the Stated Value per share of Series C Preferred Stock
then held by them (as adjusted for any stock split, stock dividend, stock combination or other similar transactions with respect
to the Series C Preferred Stock), plus (ii) 100% of all declared but unpaid dividends, and all accrued but unpaid dividends on
each such share of Series C Preferred Stock (including, for the avoidance of doubt, any Series C Preferred Dividends applicable
to such share of Series C Preferred Stock that have accrued thereon), in each case as of the date of such Liquidation Event (clauses
(i) and (ii) together, the “Series C Preferred Stock Liquidation Preference”).


(b)              
If, upon the occurrence of a Liquidation Event, the assets and funds distributed among the Holders shall be insufficient
to permit the payment to such Holders of the full Series C Preferred Stock Liquidation Preference, then (x) the Corporation shall
take any action necessary or appropriate, to the extent permissible under applicable law and reasonably within its control, to
remove promptly any impediments to its ability to pay the total Series C Preferred Stock Liquidation Preference, including to the
extent permissible under applicable law, reducing the stated capital of the Corporation or causing a revaluation of the assets
of the Corporation to create sufficient surplus to make such payment, and (y) the entire assets and funds of the Corporation legally
available for distribution shall be distributed ratably among the Holders in proportion to the aggregate Series C Preferred Stock
Liquidation Preference that would otherwise be payable to each of such Holders with respect to the Series C Preferred Stock.



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(c)               
In the event that the Series C Preferred Stock Liquidation Preference is not paid with respect to any shares of Series C
Preferred Stock as required to be paid pursuant to this Section 6, (i) such shares shall continue to be entitled to
dividends thereon as provided in Section 3, and (ii) such event shall constitute a Breach Event. In the event that
the Series C Preferred Stock Liquidation Preference is not paid with respect to any shares of Series C Preferred Stock as required
to be paid pursuant to this Section 6, all such shares shall remain outstanding and entitled to all the rights and preferences
provided herein, and the Corporation shall pay interest on the Series C Preferred Stock Liquidation Preference and any dividends
accruing after the date payment thereof is due pursuant to this Section 6 with respect to such shares, at an aggregate rate
per annum equal to the prime corporate rate announced from time to time at the end of each calendar month by the Wall Street Journal
plus ten percent (10%) (increased by one percent (1%) at the end of each six (6) month period thereafter up to a maximum of 19%,
until the Series C Preferred Stock Liquidation Preference, and any interest thereon, is paid in full), with such interest to accrue
daily in arrears and to be compounded monthly; provided that in no event shall such interest exceed the maximum permitted
rate of interest under applicable law; and provided further that the Corporation shall make all filings necessary to raise
such rate to the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”). In
the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate,
the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided that
any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the date payment of the Series C Preferred
Stock Liquidation Preference is due pursuant to this Section 6 to the extent permitted by law.


(d)              
To the extent not prohibited by applicable law, upon the occurrence of a Liquidation Event, following completion of the
distributions required by Section 6(a) (including without limitation the payment in full of the Series C Preferred Stock
Liquidation Preference), if assets or surplus funds remain in the Corporation, no further payments shall be due with respect to
the Series C Preferred Stock and the holders of the Common Stock and other Junior Securities shall share in all remaining assets
of the Corporation.


(e)               
The Corporation shall provide written notice of any Liquidation Event to each record Holder, if practicable, not less than
30 days prior to the payment date or effective date thereof, or, if not practicable to provide prior notice, promptly upon the
occurrence thereof.


(f)               
In the event that, immediately prior to the closing of a Liquidation Event, the cash distributions required by Section
6(a) have not been made, the Corporation shall forthwith either: (i) make payment of such distributions upon or immediately
following the closing of such Liquidation Event; (ii) cause such closing to be postponed until such time as such cash distributions
have been made; or (iii) cancel such transaction, in which event the rights, preferences and privileges of the Holders shall revert
to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice by the
Corporation required under Section 6(e) and no additional amounts shall be due and owing by the Corporation pursuant to
Section 6(c).


(g)              
Notwithstanding anything herein, the Corporation shall not, directly or indirectly, without the prior affirmative vote or
prior written consent of the Majority Holders, consummate or be subject to the occurrence of a Liquidation Event.



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7.                 
Conversion Rights.


Subject to Sections
3(c) and 3(e), the holders of the Series C Preferred Stock shall have the following rights and restrictions with respect
to the conversion of the Series C Preferred Stock into shares of Common Stock:


(a)               
Optional Conversion. At the option of any Holder, any Series C Preferred Stock held by such Holder may be converted
into Common Stock based on the applicable Conversion Price then in effect for the Series C Preferred Stock. A Holder may convert
Series C Preferred Stock into Common Stock pursuant to this paragraph at any time, and from time to time, after the Original Issue
Date for the applicable shares of Series C Preferred Stock, by delivering to the Corporation a conversion notice (the “Optional
Conversion Notice”), in the form attached hereto on Annex A, properly completed and duly executed, and the date
any such Optional Conversion Notice is delivered to the Corporation (as determined in accordance with the notice provisions hereof)
is an “Optional Conversion Date.”


(b)              
Mandatory Conversion.


(i)                
If at any time the Closing Bid Price of the Common Stock exceeds 170% of the Conversion Price for at least five consecutive
trading days (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar
transaction) (the “Mandatory Conversion Condition”), the Corporation shall have the right to require each Holder
to convert all, or any whole number, of shares of Series C Preferred Stock, in each case as designated in the Mandatory Conversion
Notice, into such number of fully paid, validly issued and nonassessable shares of Common Stock (as determined pursuant to Section
7(d)(i)) in accordance with this Section 7(b)(i) as of the Mandatory Conversion Date (a “Mandatory Conversion”).
The Corporation may exercise its right to require conversion under this Section 7(b)(i) by delivering a written notice
thereof to all, but not less than all, of the holders of shares of Series C Preferred Stock and the Corporation’s transfer
agent (the “Mandatory Conversion Notice” and the date on which such notice is deemed given to all of the Holders
pursuant to Section 12 hereof is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion
Notice shall be irrevocable except with respect to a Mandatory Conversion Conditions Failure (as defined below). The Mandatory
Conversion Notice shall state: (i) the Trading Day selected for the Mandatory Conversion in accordance with this Section 7(b)(i),
which Trading Day shall be the fifth (5th) Trading Day following the Mandatory Conversion Notice Date (the “Mandatory
Conversion Date”); (ii) the aggregate number of shares of Series C Preferred Stock and any accrued and unpaid Series
C Preferred Dividends thereon subject to Mandatory Conversion from such Holder and the other Holders pursuant to this Section 7(b)(i);
(iii) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date; and (iv) that the Mandatory
Conversion Condition has been satisfied. The Corporation shall deliver to each Holder a certificate signed by the Chief Financial
Officer of the Corporation (the “Mandatory Conversion Certification”) no later than 10:00 a.m., New York time,
on the Mandatory Conversion Date, certifying that the Mandatory Conversion Condition has been met; provided, that to the extent
the Corporation is deemed to have not given the foregoing Mandatory Conversion Certification by such deadline (a “Mandatory
Conversion Conditions Failure”), such Mandatory Conversion Certification shall instead state, unless such Holder waives
any such conditions, that the conditions have not been met and that such Mandatory Conversion Notice is revoked and null and void;
provided, further, that a failure by the Corporation to deliver a Mandatory Conversion Certification to such Holder on the Mandatory
Conversion Date shall be deemed to be a Mandatory Conversion Conditions Failure. Notwithstanding the foregoing, the Corporation
may effect only one (1) Mandatory Conversion during any thirty (30) calendar day period. If there is a Mandatory Conversion Conditions
Failure after the delivery by the Corporation of the Mandatory Conversion Notice Date and prior to the Mandatory Conversion Date,
the Corporation shall promptly deliver to each Holder a notice of such Mandatory Conversion Conditions Failure and each Holder
shall have the right to either (I) waive the Mandatory Conversion Conditions Failure, in which case the Corporation shall
complete the Mandatory Conversion in accordance with this Section 7(b), or (II) elect that the conversion of such Holder’s
shares of Series C Preferred Stock pursuant to the Mandatory Conversion not occur. For the avoidance of doubt, upon any Mandatory
Conversion of any shares of Series C Preferred Stock, the Common Stock delivered in connection with such Mandatory Conversion shall
be accompanied by the payment to the Holder of the Conversion Dividends, in accordance in Section 7(d), with respect
to the shares of Series C Preferred Stock being converted in accordance with this Section 7(b) as if such Mandatory Conversion
Date was a “Dividend Payment Date” for all purposes hereunder.



    	13



     


    




(ii)              
Pro Rata Mandatory Conversion Requirement. If the Corporation elects to cause a conversion of any shares of Series
C Preferred Stock pursuant to Section 7(b)(i), then it must simultaneously take the same action in the same proportion
with respect to all holders of shares of Series C Preferred Stock, subject, however, to the limitations set forth in Section
3(c) and Section 3(e). If the Corporation elects a Mandatory Conversion pursuant to Section 7(b)(i) with
respect to less than all of the number of shares of Series C Preferred Stock then outstanding, then the Corporation shall require
conversion of shares of Series C Preferred Stock from each of the Holders equal to the product of (i) the aggregate shares of Series
C Preferred Stock which the Corporation has elected to cause to be converted pursuant to Section 7(b)(i), multiplied by
(ii) such Holder’s Pro Rata Portion (such fraction with respect to each such holder is referred to as its “Mandatory
Conversion Allocation Percentage”, and such amount with respect to each Holder is referred to as its “Pro Rata
Mandatory Conversion Amount”). In the event that the initial holder of any shares of Series C Preferred Stock shall sell
or otherwise transfer any of such Holder’s shares of Series C Preferred Stock, the transferee shall be allocated a pro rata
portion of such Holder’s Mandatory Conversion Allocation Percentage and the Pro Rata Mandatory Conversion Amount.


(iii)            
From and after the Mandatory Conversion Date, all rights of any Holder shall automatically cease and terminate with respect
to any shares of Series C Preferred Stock so converted into Common Stock on the Mandatory Conversion Date, and all shares of Series
C Preferred Stock so converted shall automatically be cancelled and shall no longer be outstanding.


(c)               
Conversion Price. The conversion price for the Series C Preferred Stock shall initially be $1.96 (the “Conversion
Price”). Such initial Conversion Price shall be adjusted from time to time in accordance with Sections 7(e) and
(f). All references to the Conversion Price herein shall mean the Conversion Price as so adjusted.



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(d)              
Mechanics of Conversion.


(i)                
The number of shares of Common Stock issuable upon any conversion of shares of Series C Preferred Stock hereunder shall
equal the quotient of (x) the product of (A) the Stated Value (as adjusted for any stock split of the Series C Preferred
Stock, stock combination of the Series C Preferred Stock or other similar transaction of the Series C Preferred Stock) multiplied
by, (B) the number of shares of Series C Preferred Stock to be converted, divided by, (y) the Conversion Price on the
Conversion Date. The Corporation shall pay each Holder of shares of Series C Preferred Stock being converted pursuant to either
Section 7(a), or Section 7(b), the amount of any accrued but unpaid dividends on such shares of Series C Preferred
Stock held by such Holder on the Conversion Date (the “Conversion Dividends”) in a manner consistent with the
provisions governing the payment of Series C Preferred Dividends set forth in Section 3 of this Certificate of Designations.


(ii)              
Upon conversion of any shares of Series C Preferred Stock, the Corporation shall promptly (but in no event later than three
(3) Trading Days after the Conversion Date) (i) credit the number of shares of Common Stock to which such Holder shall be entitled
to such Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission System,
or (ii) in the event that clause (i) is not applicable, issue or cause to be issued and cause to be delivered to or upon the written
order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon
such conversion. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become
holder of record of such Underlying Shares as of the Conversion Date.


(iii)            
The Holder shall not be required to deliver the original certificate(s) evidencing the Series C Preferred Stock being converted
in order to effect a conversion of such Series C Preferred Stock hereunder. Execution and delivery of the Conversion Notice shall
have the same effect as cancellation of the original certificate(s) and issuance of a new certificate evidencing the remaining
shares of Series C Preferred Stock; provided that the cancellation of the original certificate(s) shall not be deemed effective
until a certificate for such Underlying Shares is delivered to the Holder, or the Holder or its designee receives a credit for
such Underlying Shares to its balance account with the DTC through its Deposit Withdrawal Agent Commission System. Upon surrender
of a certificate following one or more partial conversions, the Corporation shall promptly deliver to the Holder a new certificate
representing the remaining shares of Series C Preferred Stock.


(iv)            
The Corporation’s obligations to issue and deliver Underlying Shares upon conversion of shares of Series C Preferred
Stock in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action
or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, or the recovery of any
judgment against any Person or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination.


(e)               
Adjustment for Stock Splits and Combinations. If at any time or from time to time on or after the Original Issue
Date the Corporation effects a subdivision of the outstanding Common Stock, the Conversion Price in effect immediately before that
subdivision shall be proportionately decreased. Conversely, if at any time or from time to time after the Original Issue Date the
Corporation combines the outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately
before the combination shall be proportionately increased. Any adjustment under this Section 7(e) shall become effective
at the close of business on the date the subdivision or combination becomes effective.



    	15



     


    




(f)               
Adjustment for Reclassification, Exchange, Substitution, Reorganization, Merger or Consolidation. If at any time
or from time to time on or after the Original Issue Date the Common Stock issuable upon the conversion of the Series C Preferred
Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification,
merger, consolidation or otherwise (other than a subdivision or combination of shares provided for elsewhere in this Section 7),
in any such event each Holder shall then have the right to convert Series C Preferred Stock into the kind and amount of stock and
other securities and property receivable upon such recapitalization, reclassification, merger, consolidation or other change by
holders of the maximum number of shares of Common Stock into which such shares of Series C Preferred Stock could have been converted
immediately prior to such recapitalization, reclassification, merger, consolidation or change, all subject to further adjustment
as provided herein or with respect to such other securities or property by the terms thereof. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 7 with respect to the rights of the holders of Series
C Preferred Stock after the capital reorganization to the end that the provisions of this Section 7 (including adjustment
of the Conversion Price then in effect and the number of shares issuable upon conversion of the Series C Preferred Stock) shall
be applicable after that event and be as nearly equivalent as practicable.


(g)              
Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for the number of
shares of Common Stock or other securities issuable upon conversion of the Series C Preferred Stock, if the Series C Preferred
Stock is then convertible pursuant to this Section 7, the Corporation, at its expense, shall compute such adjustment
or readjustment in accordance with the provisions hereof and shall, upon request, prepare a certificate showing such adjustment
or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each Holder so requesting at the Holder’s
address as shown in the Corporation’s books. Failure to request or provide such notice shall have no effect on any such adjustment.


(h)              
Fractional Shares. The Corporation shall not be required to issue or cause to be issued fractional shares of Common
Stock on conversion of Series C Preferred Stock. Subject to Section 7(j), if any fraction of a share of Common Stock
would, except for the provisions of this Section, be issuable upon conversion of Series C Preferred Stock, the number of shares
of Common Stock to be issued will be rounded down to the nearest whole share, and the Corporation shall, in lieu of issuing any
fractional share, pay an amount of cash equal to the product of such fraction multiplied by the Conversion Price on the date of
conversion (each such payment in cash, the “Fractional Cash Payment”).



    	16



     


    




(i)                
Payment of Taxes. The Corporation will pay all documentary, stamp, transfer (but only in respect of the registered
Holder thereof) and other similar taxes that may be imposed with respect to the issue or delivery of shares of Common Stock upon
conversion of shares of Series C Preferred Stock, excluding any tax or other charge imposed in connection with any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series C Preferred Stock so
converted were registered. Holders shall be liable for any income, capital gain or similar tax imposed in connection with such
transfer.


(j)                
Restrictions. Notwithstanding anything else set forth in this Section 7 to the contrary, the Corporation
shall not be required to pay any Fractional Cash Payments pursuant to Section 7(h) to any Holder if the payment of
such Fractional Cash Payments would cause the Corporation to violate any applicable law or regulation or order. The Corporation
shall pay any Fractional Cash Payments owed by it but that it did not pay pursuant to the immediately preceding sentence on the
date that is on or before the day that is five (5) days after the Corporation is first able to pay such Fractional Cash Payments
without violating any applicable law or regulation or order.


8.                 
Redemption.


(a)               
Each Holder shall have the right to require the Corporation to redeem all or any portion of its outstanding shares of Series
C Preferred Stock at any time, and from time to time, after December 15, 2022, by delivering written notice (the “Redemption
Notice”) thereof to the Corporation, which shall specify (i) the number of shares of Series C Preferred Stock to
be redeemed and (ii) the date on which the Holder’s optional redemption shall occur, which date shall be not less than thirty
(30) Business Days from the date the Corporation receives the Redemption Notice (such date hereinafter referred to as the “Redemption
Date”). On the Redemption Date, the shares of Series C Preferred Stock specified in the Redemption Notice shall be redeemed
by the Corporation at a price per share equal to the Series C Preferred Stock Liquidation Preference, in each case as of the Redemption
Date, in cash to the Holder thereof (the “Redemption Price”).


(b)              
If the funds of the Corporation legally available to redeem shares of Series C Preferred Stock on the Redemption Date are
insufficient to redeem the total number of such shares required to be redeemed on such date or the Corporation is otherwise prohibited
from redeeming the total number of such shares, the Corporation shall (i) take any action necessary or appropriate, to the extent
permissible under applicable law and reasonably within its control, to remove promptly any impediments to its ability to redeem
the total number of shares of Series C Preferred Stock required to be so redeemed, including to the extent permissible under applicable
law, reducing the stated capital of the Corporation or causing a revaluation of the assets of the Corporation to create sufficient
surplus to make such redemption, and (ii) in any event, use any funds legally available to redeem the maximum possible number of
such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise
would have been redeemed if all such shares had been redeemed in full. In the event that any shares of Series C Preferred Stock
required to be redeemed pursuant to this Section 8 are not redeemed and continue to be outstanding, (A) such shares
shall continue to be entitled to dividends thereon as provided in Section 3 until the date on which the Corporation
actually redeems such shares and (B) such event shall constitute a Breach Event.



    	17



     


    




(c)               
If any shares of Series C Preferred Stock are not redeemed for any reason when required pursuant to this Section 8,
on the Redemption Date all such unredeemed shares shall remain outstanding and entitled to all the rights and preferences provided
herein, and the Corporation shall pay interest on the Redemption Price and any dividend accruing after the Redemption Date with
respect to such unredeemed shares, at an aggregate rate per annum equal to the prime corporate rate announced from time to time
at the end of each calendar month by the Wall Street Journal plus ten percent (10%) (increased by one percent (1%) at the end of
each six (6) month period thereafter up to a maximum of 19% until the Redemption Price, and any interest thereon, is paid in full),
with such interest to accrue daily in arrears and to be compounded monthly; provided that in no event shall such interest
exceed the Maximum Permitted Rate. In the event that fulfillment of any provision hereof results in such rate of interest being
in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to
eliminate such excess; provided that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective
to the Redemption Date to the extent permitted by law.


(d)              
Each Holder of Series C Preferred Stock to be redeemed pursuant to this Section 8 shall surrender to the Corporation
the certificate or certificates representing such shares within three (3) Business Days after such Holder’s receipt of the
Redemption Price and all other amounts due to such Holder pursuant to this Section 8, in the manner and at the place designated
by the Corporation. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall
be issued to the Holder by the Corporation representing the unredeemed shares.


(e)               
The Corporation may redeem the Series C Preferred Stock at any time upon thirty (30) days advance notice to each Holder
at the Redemption Price; provided, that the Holders shall have the right to convert their shares of Series C Preferred Stock
into Common Stock in lieu of receiving the Redemption Price.


9.                 
Breach Events and Breach Event Redemption.


(a)               
A “Breach Event” means any one of the following events (whatever the reason and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation):


(i)                
any provision of any Transaction Document, at any time after the Original Issue Date, and for any reason other than as permitted
thereunder, ceases to be in full force and effect as against the Corporation in any material respect or the Corporation purports
to revoke, terminate or rescind any Transaction Document as against any Holder other than in respect of a material breach thereby
by such Holder;


(ii)              
any default in any payment obligations in respect of any Series C Preferred Stock or any other payment obligation of the
Corporation to any Holder pursuant to any Transaction Document, as and when the same become due and payable pursuant to this Certificate
of Designations or the applicable Transaction Document (including, for purposes of clarity, in the case any payments contemplated
to be made pursuant to Sections 3, 6, 7 and 8 are not made because they are deemed to be legally prohibited), and such payment
shall not have been made within ten (10) Business Days of the date such payment is due pursuant to the applicable Transaction Document;



    	18



     


    




(iii)            
the Corporation or any Subsidiary defaults in any of its covenants or other obligations in respect of any Indebtedness in
an amount exceeding $500,000, whether such Indebtedness now exists or is hereafter created, and any such default is not cured within
the greater of (x) the time permitted by such agreements, or (y) 30 days, other than pursuant to a good faith dispute relating
to such Indebtedness;


(iv)            
the Corporation or any Subsidiary is in default under or has breached any provision of any Contract (which default or breach
is not cured within the applicable cure period set forth in such Contract) and such breach or default individually or, when taken
together with all other breaches or defaults under any other Contracts to which the Corporation or any Subsidiary is a party (after
giving effect to any applicable cure periods), in the aggregate has had, or could reasonably be expected to have, a Material Adverse
Effect;


(v)              
there is entered against the Corporation or any Significant Subsidiary (A) a final judgment or order or settlement by a
court of competent jurisdiction for the payment of money in an aggregate amount exceeding $500,000, except to the extent such amounts
have been paid to or on behalf of the Corporation or such Significant Subsidiary by its respective insurer(s), or (B) any one or
more non-monetary final judgments by a court or courts of competent jurisdiction that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect;


(vi)            
any change, event or circumstance occurs that has had, individually or in the aggregate, a Material Adverse Effect;


(vii)          
a breach of any covenant set forth in Section 14(b) hereto;


(viii)        
the occurrence of any Liquidation Event which is not approved by the Majority Holders;


(ix)            
the occurrence of any Triggering Event; or


(x)              
the occurrence of any Bankruptcy Event.


(b)              
Upon the occurrence of any Breach Event,


(i)                
each Holder may elect by written notice to the Corporation, to require the Corporation to repurchase any outstanding shares
of Series C Preferred Stock held by such Holder at a price per share equal to the greater of (A) the Series C Preferred Stock Liquidation
Preference; and (B) the product of (y) that number of shares of Common Stock into which such share of Series C Preferred
Stock (and all accrued but unpaid dividends with respect thereto) is then convertible (without giving effect to any limitations
on conversion contained herein), multiplied by (z) the Closing Bid Price as of the date of the occurrence of such Breach Event,
payable in cash; and



    	19



     


    




(ii)              
if in connection with such Breach Event the Corporation is in default under or has breached any provision of any Transaction
Document in respect of its obligations to redeem a majority of the then outstanding shares of Series C Preferred Stock, upon the
affirmative vote or by written consent of the Majority Holders, and without further action by any Holders, the number of directors
constituting the Board shall automatically be increased by a number sufficient to cause such additional directors to constitute
a majority of the Board. The Holders, voting as a single class to the exclusion of the holders of all other securities and classes
of capital stock of the Corporation, shall elect such additional directors. For the avoidance of doubt, such additional directors
shall constitute a majority of the Board. The period beginning on the date any Breach Event occurs and ending on the date upon
which all shares of Series C Preferred Stock required to be redeemed pursuant to Section 9(b)(i) are so redeemed is
referred to herein as the “Voting Period.” As soon as practicable after the commencement of the Voting Period,
the Corporation shall call a special meeting of the Holders to be held not more than 20 days after the date of mailing of notice
of such meeting. If the Corporation fails to send a notice, any such Holder may call the meeting on like notice. The record date
for determining those Holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth
(5th) Business Day preceding the day on which such notice is mailed or as otherwise required by applicable law. At any such special
meeting and at each meeting of such Holders held during a Voting Period at which directors are to be elected (or with respect to
any action by written consent in lieu of a meeting of stockholders), the Majority Holders, voting together as a single class to
the exclusion of the holders of all other securities and classes of capital stock of the Corporation, shall be entitled to elect
the number of directors prescribed in this Section 9(b)(ii), and each share of Series C Preferred Stock held by a Holder
shall be entitled to one (1) vote (whether voted in person by the holder thereof or by proxy or pursuant to a stockholders’
consent). The terms of office of all persons who are incumbent directors of the Corporation at the time of a special meeting of
the Holders (or any action by written consent in lieu of a meeting of stockholders) to elect such additional directors shall continue,
notwithstanding the election at such meeting or pursuant to such written consent of the additional directors that such Holders
are entitled to elect, and the additional directors so elected by such Holders, together with such incumbent directors, shall constitute
the duly elected directors of the Corporation. Simultaneously with the termination of the Voting Period, the terms of office of
the additional directors elected by the Holders under this Section 9(b)(ii) shall terminate, such incumbent directors shall
constitute the directors of the Corporation, the number of directors constituting the Board shall automatically be decreased so
that the number equals the number immediately prior to the increase pursuant to this Section 9(b)(ii) and the rights
of the Holders to elect directors pursuant to this Section 9(b)(ii) shall cease.


(c)               
If any payments are not made for any reason when required pursuant to this Section 9, the Corporation shall pay interest
on all amounts due under this Section 9, at an aggregate rate per annum equal to the prime corporate rate announced from
time to time at the end of each calendar month by the Wall Street Journal plus ten percent (10%) (increased by one percent (1%)
at the end of each six (6) month period thereafter up to a maximum of 19% until all such payments have been made, and any interest
thereon, are paid in full), with such interest to accrue daily in arrears and to be compounded monthly; provided that in
no event shall such interest exceed the Maximum Permitted Rate. In the event that fulfillment of any provision hereof results in
such rate of interest being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall
automatically be reduced to eliminate such excess; provided that any subsequent increase in the Maximum Permitted Rate shall
be retroactively effective to the date such payment and/or delivery is due to the extent permitted by law.



    	20



     


    




10.             
Replacement Certificates. If any certificate evidencing Series C Preferred Stock, or Common Stock deliverable pursuant
to this Certificate of Designations, is mutilated, lost, stolen or destroyed, the Corporation shall issue or cause to be issued
in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution for such certificate, a new certificate,
but only upon receipt of evidence reasonably satisfactory to the Corporation of such loss, theft or destruction (in such case)
and, in each case, customary and reasonable indemnity, if requested. Applicants for a new certificate under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the
Corporation may prescribe.


11.             
Reservation of Common Stock. The Corporation shall at all times reserve and keep available out of the aggregate of
its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Underlying Shares
as required hereunder, the number of shares of Common Stock which are then issuable and deliverable pursuant to this Certificate
of Designations, in each case free from preemptive rights or any other contingent purchase rights of Persons other than the Holders.
All shares of Common Stock so issuable and deliverable shall, upon issuance in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. If at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to issue Underlying Shares as required hereunder, the Corporation will 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.


12.             
Notices. Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email or
facsimile at the email address or facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Business
Day, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via email or facsimile
at the email address or facsimile number specified in this Section on a day that is not a Business Day or later than 5:30 p.m.
(New York City time) on any Business Day, (iii) the Business Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address or
facsimile number for such communications shall be: (i) if to the Corporation, to the address or facsimile number therefor
set forth in the Purchase Agreement, or (ii) if to a Holder, to the address or facsimile number appearing on the Corporation’s
stockholder records or such other address or facsimile number as such Holder may provide to the Corporation in accordance with
this Section 12.



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13.             
Voting Rights. In addition to the rights provided by law and otherwise provided in this Certificate of Designations,
the Holder shall be entitled to vote on all matters as to which holders of Common Stock shall be entitled to vote, in the same
manner and with the same effect as such holders of Common Stock, voting together with the holders of Common Stock as one class
(including without limitation with respect to any matter relating to a Liquidation Event, any amendment of the Certificate of Incorporation,
any increase or decrease in the number of authorized shares of Common Stock of the Corporation or any other matter subject to the
vote or consent of the holders of Common Stock), and, except as specifically required by applicable law or in the event the Corporation
enters into transaction with Purchaser or any Affiliate of Purchaser that could result in a Liquidation Event and the Board in
its exercise of its fiduciary duties determines that a separate vote of the Common Stock is required, in no event shall the holders
of the Common Stock vote as a separate class from the Series C Preferred Stock on any matter. With respect to the voting rights
of the Holders pursuant to the preceding sentence, each Holder shall be entitled to one vote for each share of Common Stock that
would be issuable to such Holder upon the conversion of all the shares of Series C Preferred Stock held by such Holder on the record
date for the determination of stockholders entitled to vote, subject to (i) the limitations set forth in Section 3(c) and
Section 3(e)  and (ii) the number of shares voted is based on a conversion price which is no less than the greater of the
book or market value of the Common Stock on the Principal Market on the closing date of the purchase of the Series C Preferred
Stock (subject to adjustment from time to time for stock splits, stock dividends, stock combinations and similar events, as applicable,
with respect to the Common Stock).


14.             
Actions Prohibited.


(a)               
To the extent the Corporation is prohibited by law from taking any action specified in this Certificate of Designations,
the Corporation shall, upon the request of the Majority Holders, in addition to any other requirements of this Certificate of Designations,
take such actions as may be reasonably requested by the Majority Holders to implement a valid and enforceable provision that is
a reasonable substitute for the prohibited provision in order to give the maximum effect to the intent of the Corporation and the
Holders (the “Amended Provision”). The Corporation shall take any action necessary or appropriate, to the extent
reasonably within its control, to cause this Certificate of Designations to be amended to include the Amended Provision.


(b)              
For so long as the Series C Preferred Stock remains outstanding, the Corporation shall not, directly or indirectly, and
including in each case with respect to any Significant Subsidiary (as applicable), without the affirmative vote of the Majority
Holders:


(i)                
liquidate, dissolve or wind up the Corporation or any Significant Subsidiary


(ii)              
consummate any transaction that would constitute or result in a Liquidation Event;


(iii)            
effect or consummate any Prohibited Issuance; or


(iv)            
create, incur, assume or suffer to exist any Indebtedness of any kind, other than existing Indebtedness of the Corporation
as set forth on Schedule 4.8 to the Purchase Agreement and any replacement financing thereto, provided that any such replacement
financing be on substantially similar terms as such existing Indebtedness.


15.             
Miscellaneous.


(a)               
The headings herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not
be deemed to limit or affect any of the provisions hereof.



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(b)              
No provision of this Certificate of Designations may be amended, except in a written instrument signed by the Corporation
and the Majority Holders. Any of the rights of the Holders set forth herein may be waived by the affirmative vote or by written
consent of the Majority Holders, except that each Holder may waive its own rights as provided in this Certificate of Designations.
No waiver of any default with respect to any provision, condition or requirement of this Certificate of Designations shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise
of any such right.


[Signature page follows]


 



    	23



     


    







 


IN WITNESS WHEREOF,
the undersigned has caused this Certificate of Designations to be duly executed as of this 15th day of December, 2017.


	 	MODUSLINK GLOBAL SOLUTIONS, INC.
	 	 
	 	By:	
/s/ Louis J. Belardi
	 	 	Name:	 /s/ Louis J. Belardi
	 	 	Title:	Chief Financial Officer





 



    	 



     


    




 


ANNEX A


 


NOTICE OF CONVERSION


 


(To
be Executed by the Registered Holder in order

to Convert Shares of SERIES C Preferred Stock)


 


The undersigned Holder hereby irrevocably elects
to convert the number of shares of Series C Preferred Stock indicated below, represented by stock certificate No(s). ___________,
into shares of common stock, par value $0.01 per share (the “Common Stock”), of ModusLink Global Solutions,
Inc., a Delaware corporation (the “Corporation”), as of the date written below. If securities are to
be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.


 


 


Conversion calculations:


 


	
        Date to Effect Conversion: _____________________________________________

         

	
        Number of shares of Series C Preferred Stock owned prior to Conversion:
        ________

         

	
        Number of shares of Series C Preferred Stock to be Converted: _________________

         

	
        Number of shares of Common Stock to be Issued: ___________________________

         

	
        Address for delivery of physical certificates:
        ______________________

         

        or

         

        for DWAC Delivery:

         

        DWAC Instructions:

        Broker no: _________

        Account no: ___________



 











	 	[HOLDER]
	 	 
	 	By:	
 

	 	 	Name:	 
	 	 	Title:	 
	 	 	Date:	 


  






    	A-1