Exhibit 4.4





 


	Delaware	Page 1
	The First State	 




  


I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF DESIGNATION OF “TGI SOLAR POWER GROUP, INC.”, FILED
IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 2016, AT 1:55 O’CLOCK
P.M.


 


A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER
OF DEEDS.


 





	 	/s/ Jeffrey W. Bullock
	 	Jeffrey W. Bullock, Secretary of State










	652223   8100		Authentication: 202538429
	SR# 20164589487	 	Date: 06-22-16
	You may verify this certificate online at corp.delaware.gov/authver.shtml	 


 




     


     


    

 





	 	State of Delaware
	 	Secretary of State
	 	Division of Corporations 
	 	Delivered 01:55 PM 06/22/2016
	 	FILED 01:55 PM 06/22/2016
	 	SR 20164589487 - File Number 652223


 


CERTIFICATE OF DESIGNATION


OF THE RIGHTS, POWERS AND PREFERENCES OF
THE


SERIES C CONVERTIBLE PREFERRED STOCK


OF


TGI SOLAR POWER GROUP, INC.


  





 



 


Pursuant to Section 151 of the


General Corporation Law of the State of
Delaware


 


 






 


The undersigned Chief Executive Officer of
TGI SOLAR POWER GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY that pursuant to authority conferred upon the Board of Directors by the certificate of incorporation of the
Corporation (the “Certificate of Incorporation”) under the provisions of Section 151 of the General Corporation Law
of the State of Delaware, the Corporation has duly adopted the following resolution:


 


RESOLVED, that pursuant to the authority
vested in the Board of Directors of the Corporation in accordance with the provisions of the Certificate of Incorporation, a series
of preferred stock of the Corporation be, and it hereby is, created, and that the designation and amount thereof and the voting
powers, preferences and relative, participating, optional or other special rights of the shares of such series of preferred stock,
and the qualifications, limitations or restrictions thereof are as follows:


 


1.             Designation
and Amount.


 


The shares of such series of preferred stock
shall be designated as Series C Convertible Preferred Stock (the “Series C Preferred Stock”), and the number of shares
constituting such series shall be 275,000, Each share of Series C Preferred Stock shall have a stated value of $1.00 per share
(the “Stated Value”), and each such share shall be validly issued and fully paid upon receipt by the Corporation of
legal consideration in an amount at least equal to the Stated Value and shall not thereafter be assessable.


 


2.             Rank.


 


The Series C Preferred Stock shall rank:
(i) junior to any other class or series of capital stock of the Corporation hereafter created specifically ranking by its terms
senior to the Series C Preferred Stock (the “Senior Securities”); (ii) prior to all of the Corporation’s common
stock, par value $.001 per share (the “Common Stock”); (iii) prior to the Corporation’s Series A Convertible
Stock, par value $.001 per share (“Series A Preferred Stock”), prior to the Corporation’s Series B Preferred
Stock, par value $.001 per share (“Series B Preferred Stock”), and prior to any other series of preferred stock or
any class or series of capital stock of the corporation hereafter created not specifically ranking by its terms senior to or on
parity with the Series C Preferred Stock (collectively, with the Common Stock, “Junior Securities”); and (iv) on parity
with any class or series of capital stock of the Corporation hereafter created specifically ranking
by its terms on parity with the Series C Preferred Stock (the “Parity Securities”), in each case as to the payment
of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation.


 




     


     


    

 


3.             Dividends.
Subject to the rights of any other series of Preferred Stock that may from time to time come into existence, the holders of shares
of Series C Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, ratably with
any declaration or payment of any dividend with holders of the Common Stock or other junior securities of the Corporation, when,
as and if declared by the Board of Directors, based on the number of shares of Common Stock into which each share of Series C Preferred
Stock is then convertible.


 


4.             Liquidation
Preference.


 


(a)          Upon
the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary (“Liquidation”), the
holders of record of the shares of the Series C Preferred Stock shall be entitled to receive, before and in preference to any distribution
or payment of assets of the Corporation or the proceeds thereof may be made or set apart for the holders of Junior Securities,
an amount in cash equal to 200% of the Stated Value per share. If, upon such Liquidation, the assets of the Corporation available
for distribution to the holders of Series C Preferred Stock and any Parity Securities shall be insufficient to permit payment in
full to the holders of the Series C Preferred Stock and Parity Securities, then the entire assets and funds of the Corporation
legally available for distribution to such holders and the holders of the Parity Securities then outstanding shall be distributed
ratably among the holders of the Series C Preferred Stock and Parity Securities based upon the proportion the total amount distributable
on each share upon Liquidation bears to the aggregate amount required to be distributed, but for the provisions of this sentence,
on all shares of the Series C Preferred Stock and of such Parity Securities, if any.


 


(b)          After
the payment to the holders of the shares of this Series C Preferred Stock of the full preferential amounts provided for in Section
4(a), the holders of shares of the Series C Preferred Stock shall have no right or claim to, and shall not be entitled to participate
further in any distribution of, the remaining assets of the Corporation, and the remaining assets of the Corporation may be distributed
to the holders of the Common Stock or any other class of Junior Securities.


 


(c)          Unless
the holders of a majority of the shares of the Series C Preferred Stock then outstanding vote otherwise, the following shall be
deemed to constitute a Liquidation for all purposes under this Certificate: (i) any consolidation or merger of the Corporation
or any subsidiary of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization,
other than any such consolidation, merger or reorganization in which the shares of capital stock of the Corporation immediately
prior to such consolidation, merger or reorganization, continue to represent a majority of the voting power of the surviving entity
(or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization;
and (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Corporation.


 




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5.             Conversion.


 


(a)          Subject
to and upon compliance with the provisions of this Section 5, the holder of any shares of Series C Preferred Stock shall have the
right at such holder’s option, at any time or from time to time, to convert any of such shares of Series C Preferred Stock
into the number of fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) as is determined pursuant
to Section 5(b) below.


 


(b)          Each
share of Series C Preferred Stock shall be convertible into that number of fully paid and non-assessable Conversion Shares equal
to the Stated Value divided by the conversion price in effect at the time of conversion (the “Conversion Price”), determined
as hereinafter provided. The Conversion Price shall initially be $0.0000161240 per share, and has been computed based on 1,895,036,105
shares of Common Stock outstanding on a fully-diluted basis (“Fully-Diluted Shares”), consisting of (i) 1,765,036,105
shares of Common Stock, (ii) 30,000,000 shares of Common Stock issuable upon conversion of Series A Preferred Stock, and (iii)
200,000,000 shares of Common Stock issuable upon conversion of Series B Preferred Stock, so that upon conversion, the holders of
the Series C Preferred Stock would hold shares of Common Stock constituting 90% of the Fully-Diluted Shares after giving effect
to such conversion. In the event that any time after the initial issuance date of the Series C Preferred Stock (the “Issuance
Date”), the Company issues any additional shares of Common Stock, preferred stock, options, warrants or other securities
convertible into or exchangeable for shares of Common Stock, which increases the Fully Diluted Shares, and the anti-dilution provisions
of this sentence are not waived by the holders of a majority of the then outstanding shares of Series C Preferred Stock in connection
with such issuance (an “Additional Issuance”), or if it is otherwise determined that the Fully Diluted Shares as of
the Issuance Date exceeded 1,895,036,105, then the Conversion Price shall be reduced to equal that amount, so that upon conversion
of all of the shares of Series C Preferred Stock issued on the Issuance Date, the holders thereof would receive upon such conversion
shares of Common Stock constituting 90% of the Fully-Diluted Shares (after giving effect to such conversion and such Additional
Issuance, if applicable). The Conversion Price shall be subject to further adjustment as set forth in Section 6 hereof.


 


(c)          Before
any holder of Series C Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to Section 5(a),
such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series C Preferred Stock, and shall give written notice (“Conversion Notice”) to the Corporation
at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate
or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series C Preferred Stock, or to the nominee or nominees of such holder, a certificate
or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, together with an
amount in cash equal to (i) the value of any fractional share of Common Stock otherwise issuable to such holder of Series C Preferred
Stock (at the Common Stock’s fair market value as of the Effective Conversion Date (as defined below)), and (ii) all accrued
and unpaid dividends on the Series C Preferred Stock being converted as of the Effective Conversion Date. Such conversion shall
be deemed to have been effected immediately prior to the close of business on the date of such surrender of the shares of Series
C Preferred Stock to be converted, and the person or persons entitled to receive shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date (the “Effective
Conversion Date”). All Common Stock which may be issued upon conversion of the Series C Preferred Stock will, upon issuance,
be duly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issuance thereof.


 




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(d)          Notwithstanding
the foregoing, no holder of Series C Preferred Stock shall be entitled to submit a Conversion Notice until the Corporation files
with the Secretary of State of the State of Delaware an amendment to its Certificate of Incorporation (the “Certificate Amendment”)
increasing the authorized number of shares of Common Stock and/or effecting a reverse stock split of the Common Stock so that the
Corporation has a sufficient number of authorized and unissued shares of Common Stock so as to permit the conversion of all outstanding
shares of Series C Preferred Stock.


 


(e)          At
all times following the filing of the Certificate Amendment that any shares of Series C Preferred Stock are outstanding, the Corporation
shall have authorized and shall have reserved for the purpose of issuance upon conversion into Common Stock of all shares of Series
C Preferred Stock, a sufficient number of shares of Common Stock to provide for the conversion of all outstanding shares of Series
C Preferred Stock at the then effective Conversion Price. Without limiting the generality of the foregoing, if, at any time, the
Conversion Price is decreased, the number of shares of Common Stock authorized and reserved for issuance upon the conversion of
the Series C Preferred Stock shall be proportionately increased.


 


(f)          No
fractional shares of Common Stock shall be issued upon conversion of Series C Preferred Stock. All shares of Common Stock (including
fractions thereof) issuable upon conversion of more than one share of Series Preferred by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance of any fractional share. If after the aforementioned
aggregation the conversion would result in the issuance of any fractional share, the Corporation shall, in lieu of issuing any
fractional share, issue one whole share of Common Stock.


 


6.             Adjustment
in Conversion Ratio for Change in Capital Stock, Etc.


 


(a)          If
the Corporation at any time and from time to time while any shares of Series C Preferred Stock are outstanding (i) pays a dividend
in shares of Common Stock, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares
of Common Stock, (iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares of Common
Stock, (iv) distributes to holders of shares of Common Stock shares of its capital stock other than Common Stock or shares of stock
of any subsidiary of the Corporation or (v) issues by reclassification of its shares of Common Stock any shares of its capital
stock, then, and in each such case, the number of Conversion Shares and the Conversion Price shall be adjusted appropriately so
that each holder of shares of Series C Preferred Stock, upon the conversion thereof, shall receive the number of shares of capital
stock of the Corporation Stock which such holder would have been entitled to receive immediately following such action if such
holder had converted such shares of Series C Preferred Stock immediately prior to such action and the holder had become the holder
of record of the Common Stock received upon such conversion as of the record date fixed for the determination of stockholders entitled
to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification.


 




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(b)          For
purposes of Section 6(a) hereof, an adjustment arising from a dividend or distribution shall be deemed effective as of the record
date fixed for such dividend or distribution, and an adjustment arising from a subdivision, combination or reclassification shall
be deemed effective as of the effective date of such subdivision, combination or reclassification.


 


(c)          Upon
conversion of any shares of Series C Preferred Stock as provided herein, the shares so converted shall be canceled and shall not
be issued or sold at any time thereafter.


 


7.             Voting.


 


(a)          In
addition to any other rights provided for herein or by law, the holders of Series C Preferred Stock shall be entitled to vote,
together with the holders of Common Stock, as one class on all matters as to which holders of Common Stock shall be entitled to
vote, in the same manner and with the same effect (subject to the provisions of the next sentence) as such Common Stock holders.
In any such vote, each share of Series C Preferred Stock shall entitle the holder thereof to a number of votes equal to the number
of whole shares of Common Stock into which a share of Series Preferred Stock is then convertible, multiplied by 1.9.


 


(b)          In
the event the holders of the Series C Preferred Stock are required to vote as a class, the affirmative vote of holders of not less
than a majority of the then outstanding shares of Series C Preferred Stock shall be required to approve each such matter to be
voted upon and if any matter is approved by such requisite percentage of holders of Series C Preferred Stock, such approval shall
bind all holders of Series C Preferred Stock.


 


(c)          The
terms of the Series C Preferred Stock may be amended, modified or waived only with the consent of the holders of a majority of
the then outstanding shares of Series C Preferred Stock, voting as one class, either expressed in writing or at a meeting called
for that purpose.


 


(d)          Each
share of the Series C Preferred Stock shall entitle the holder thereof to one vote on all matters to be voted on by the holders
of the Series C Preferred Stock as a class.


 


8.             Election
of Board of Directors. For so long as any shares of Series C Preferred Stock remain outstanding,
the holders of Series C Preferred Stock, voting as a separate class, shall be entitled to elect two (2) directors to the Company’s
Board, or such greater number as shall constitute a majority of the Board, at each meeting or pursuant to each consent of the Company’s
stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill
any vacancy caused by the resignation, death or removal of such directors.


 




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9.             Separate
Vote of Series C Preferred Stock. For so long as any shares of Series C Preferred Stock remain
outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of
a majority of the outstanding shares of Series C Preferred Stock shall be necessary for effecting or validating the following actions:


 


(a)          Any
amendment, alteration, or repeal of any provision of the Certificate of Incorporation or the Bylaws of the Corporation (including
any filing of a Certificate of Designation) that alters or changes the voting or other powers, preferences, or other special rights,
privileges or restrictions of the Series C Preferred Stock;


 


(b)          Any
increase or decrease in the authorized number of shares of Common Stock or Preferred Stock;


 


(c)          Any
authorization or any designation, whether by reclassification or otherwise, of any new class or series of stock or any other securities
convertible into a new class or series of stock of the Corporation ranking on a parity with or senior to the Series C Preferred
Stock in right of redemption, liquidation preference, voting or dividend rights or any increase in the authorized or designated
number of any such class or series;


 


(d)          Any
redemption, repurchase, payment or declaration of dividends or other distributions with respect to any Common Stock or Preferred
Stock;


 


(e)          Any
issuance of Common Stock or Preferred Stock;


 


(f)          Any
voluntary dissolution or liquidation of the Corporation;


 


(g)          Incurring
indebtedness for borrowed money, granting a lien in any of the Corporation’s assets, or guaranteeing the obligations of any
other person for borrowed money;


 


(h)          Acquiring
any other business by way of a stock or asset transaction (including a series of transactions);


 


(i)          Selling
all or substantially all of the assets of the Corporation;


 


(j)          Appointing
or terminating officers of the Corporation;


 


(k)          The
adoption, amendment or modification of any management or employee compensation plan, incentive plan or other employee benefit plan,
and the issuance of awards under such plans; or


 


(l)          Any
increase or decrease in the authorized number of members of the Corporation’s Board of Directors.


 




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10.            Notice
of Record Date. In the event:


 


(a)          that
the Corporation declares a dividend (or any other distribution) on its Common Stock or other securities of the Corporation;


 


(b)          that
the Corporation subdivides or combines its outstanding shares of Common Stock;


 


(c)          of
any reclassification of the Common Stock of the Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock or a stock dividend or stock distribution thereon), or of any consolidation or merger of the Corporation into or
with another corporation, or of the sale of all or substantially all of the assets of the Corporation; or


 


(d)          of
the involuntary or voluntary dissolution, liquidation or winding up of the Corporation;


 


then the Corporation shall cause to be mailed to the
holders of the Series C Preferred Stock at least ten days prior to the record date specified in (A) below or twenty days before
the date specified in (B) below, a notice stating:


 


(A)         the
record date of such dividend, distribution, subdivision or combination, or, if a record is not to be taken, the date as of which
the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision or combination are to be determined,
or


 


(B)         the
date on which such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, dissolution
or winding up,


 


11.             Other
Rights, The shares of Series C Preferred Stock shall not have any relative, participating,
optional or other special rights and powers other than as set forth herein and in the Certificate of Incorporation.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned officer
of the Corporation has duly executed this Certificate as of the 22nd day of June, 2016.


 


	 	TGI SOLAR POWER GROUP, INC.
	 	 
	 	By:	/s/ Henry Val
	 	 	Henry Val,
	 	 	Chief Executive Officer


  




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