Exhibit4.1


 


CERTIFICATE
OF AMENDMENT


TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 


AKERS
BIOSCIENCES, INC.


 


SERIES
D CONVERTIBLE PREFERRED STOCK


 


Pursuant
to Section 14A:9-2 (4) and 14A:9-4 (3) of the


New
Jersey Business Corporation Act


 


The
undersigned, Howard Yeaton, does hereby certify that:


 


1.
He is the officer of AKERS BIOSCIENCES, INC., a New Jersey corporation (the “Corporation”), authorized to execute
this Certificate of Amendment.


 


2.
The Corporation is authorized to issue 50,000,000 shares of preferred stock, 10,000,000 of which have been designated as Series
A Convertible Preferred Stock, 1,990,000 of which have been designated as Series C Convertible Preferred Stock, and 211,353 of
which are being designated as Series D Convertible Preferred Stock.


 


3.
The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”)
on March 19, 2020:


 


WHEREAS,
the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting
of 50,000,000 shares, without par value, issuable from time to time in one or more series;


 


WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms
of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting
any series and the designation thereof, of any of them;


 


WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to amend Article Fifth of the Amended and
Restated Certificate of Incorporation to fix the rights, preferences, restrictions and other matters relating to a series of the
preferred stock, which shall consist of 211,353 shares of the preferred stock which the Corporation has the authority to issue;
and


 


WHEREAS,
the amendment to Article Fifth of the Amended and Restated Certificate of Incorporation contemplated hereby does not require the
approval of the stockholders of any class or series of the Corporation’s outstanding capital stock;


 


NOW,
THEREFORE, BE IT RESOLVED, that Article Fifth of the Amended and Restated Certificate of Incorporation is amended to provide for
the issuance of the Series D Convertible Preferred Stock of the Corporation for cash or exchange of other securities, rights or
property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of
preferred stock as follows:


 






    	 



     


    

 


TERMS
OF PREFERRED STOCK


 


Section
1. Definitions. For the purposes hereof, the following terms shall have the following meanings:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 6(d).


 


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


 


“Buy-In”
shall have the meaning set forth in Section 6(c)(iv).


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the Corporation’s common stock, without par value, and stock of any other class of securities into
which such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


“Conversion
Amount” means the sum of the Stated Value at issue.


 


“Conversion
Date” shall have the meaning set forth in Section 6(a).


 


“Conversion
Price” shall have the meaning set forth in Section 6(b).


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in
accordance with the terms hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” has the meaning set forth in Section 6(f).


 


“Holder”
shall have the meaning given such term in Section 2.


 


“Liquidation”
shall have the meaning set forth in Section 5.


 


“New
York Courts” shall have the meaning set forth in Section 11(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 6(a).


 


“Original
Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such
Preferred Stock.


 


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


 


“Preferred
Stock” shall have the meaning set forth in Section 2.


 


“Securities”
means the Preferred Stock and the Underlying Shares.


 




    	 



     


    

 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 6(c).


 


“Stated
Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.


 


“Trading
Day” means a day on which the principal Trading Market is open for business.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer
Agent” means VStock Transfer, LLC, 77 Spruce Street, Suite 201, Cedarhurst, New York 11516, Tel. +1 212 828 8436, and
any successor transfer agent of the Corporation.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock.


 


Section
2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series D Convertible
Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 211,353 (which
shall not be subject to increase without the written consent of all of the holders of the Preferred Stock (each, a “Holder”
and collectively, the “Holders”)). Each share of Preferred Stock is without par value and shall have a stated
value equal to $0.01 (the “Stated Value”).


 


Section
3. Dividends. Holders shall be entitled to receive, and the Corporation shall pay, dividends as and when paid to the
holders of Common Stock of the Corporation on an as-converted basis.


 


Section
4. Voting Rights. Subject to the following paragraph, on any matter presented to the stockholders of the Corporation
for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in
lieu of a meeting), each Holder, in its capacity as such, shall be entitled to cast the number of votes equal to the number of
whole shares of Common Stock into which the Preferred Stock beneficially owned by such holder are convertible as of the record
date for determining stockholders entitled to vote on or consent to such matter (taking into account all Preferred Stock beneficially
owned by such Holder). Except as otherwise required by law or by the other provisions of the Certificate of Incorporation, the
Holders, in their capacity as such, shall vote together with the holders of Common Stock and any other class or series of stock
entitled to vote thereon as a single class.


 


Notwithstanding
anything to the contrary contained in this Certificate of Amendment, no Holder shall be permitted to vote the Preferred Stock
beneficially owned by such Holder in excess of the Beneficial Ownership Limitation. To the extent the above limitation applies
to a Holder, the total votes entitled to be cast by such Holder, in its capacity as such, shall be proportionately decreased among
the Preferred Stock beneficially owned by such Holder. No prior inability of a Holder to vote Preferred Stock pursuant to this
Section 4 shall have any effect on the applicability of the provisions of this Section 4 with respect to any subsequent determination
of voting. For purposes of this Section 4, beneficial ownership and all determinations and calculations (including, without limitation,
with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. The limitations contained in this Section 4 shall apply to a successor holder
of Preferred Stock. For any reason at any time, upon the written or oral request of a Holder, the Corporation shall within one
(1) Business Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding, including
by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation,
pursuant to this Certificate of Amendment.


 




    	 



     


    

 


Section
5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary
(a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus,
of the Corporation the same amount that a holder of Common Stock would receive if the Preferred Stock were fully converted (disregarding
for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all
holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the
payment date stated therein, to each Holder


 


Section
6. Conversion.


 


a)
Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time
from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject
to the limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the
Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto
as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares
of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number
of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected,
which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation
(such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion
Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice
of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence
of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender
the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented
thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock
promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance
with the terms hereof shall be canceled and shall not be reissued.


 


b)
Conversion Price. The conversion price for the Preferred Stock shall equal to $0.01, subject to adjustment herein (the
“Conversion Price”).


 


 
c) Mechanics of Conversion.



 


i.
Delivery of Conversion Shares Upon Conversion. Not later than two (2)Trading Days after each Conversion Date (the “Share
Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder the number of Conversion
Shares being acquired upon the conversion of the Preferred Stock which, on or after the earlier of (i) the twelve-month anniversary
of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than
those which may then be required by applicable securities laws).


 


ii.
Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered
to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice
to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event
the Corporation shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation and
the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice
of Conversion.


 




    	 



     


    

 


iii.
Obligation Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred
Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by
such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the
Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such
delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder.
In the event a Holder shall elect to convert any or all of the Stated Value of its Preferred Stock, the Corporation may not refuse
conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any violation
of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining
conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained, and the Corporation posts
a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Preferred Stock which is subject to
the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and
the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the
Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails
to deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by the Share Delivery Date applicable to such conversion,
the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value
of Preferred Stock being converted, $25 per Trading Day (increasing to $50 per Trading Day on the third Trading Day and increasing
to $100 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after the Share Delivery
Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s
right to pursue actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein
and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder
from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


iv.
Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights
available to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the
Share Delivery Date pursuant to Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage
firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to
receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A)
pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which
(x) such Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y)
the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion
at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed
(including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred
Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed
rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely
complied with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with
respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase
obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to
pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder
in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver the
Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.


 




    	 



     


    

 


v.
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock,
free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders
of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account
the adjustments of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants
that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and
nonassessable.


 


vi.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of
the Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion,
the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Conversion Price or round up to the next whole share.


 


vii.
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without
charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such
Conversion Shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of
such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or
until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall
have established to the satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent
fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Corporation (or another
established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.


 




    	 



     


    

 


d)
Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall
not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set
forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting
as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”))
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include
the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining,
unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to
a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred
Stock or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth
in the preceding sentence, for purposes of this Section 6(e), beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in
this Section 6(e) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned
by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible
shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s
determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder
together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case
subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent
to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions
set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated
in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission,
as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder,
the Corporation shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon
notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(e) applicable
to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this
Preferred Stock held by the Holder and the provisions of this Section 6(e) shall continue to apply. Any such increase in the Beneficial
Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only
apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 6(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of Preferred Stock.


 




    	 



     


    

 


f)
Exchange Cap. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right
to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable
Notice of Conversion, such Holder (together with any shares of Common Stock issued to the Holder as part of the same transaction
as the issuance of the Preferred Stock) would exceed the aggregate number of shares of Common Stock which the Company may issue
without breaching the Company’s obligations under the rules or regulations of the Nasdaq Capital Market (the number of shares
which may be issued without violating such rules and regulations, the “Exchange Cap”). As of the date of this
Certificate of Amendment, the maximum number of shares of Common Stock that may be issued in any such without stockholder approval
is 457,539. Until the appropriate approval of the Company’s stockholders is obtained, no Holder shall be issued in the aggregate,
upon conversion of the Preferred Stock (together with any shares of Common Stock issued to the Holder as part of the same transaction
as the issuance of the Preferred Stock), Common Stock in an amount greater than the product of the Exchange Cap multiplied by
its pro rata share (based on the relative number of such shares Preferred Stock issued to each Holder).


 


Section
7. Certain Adjustments.


 


a)
Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a
stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock
or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the
Corporation upon conversion of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common
Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares
of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such
event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 


b)
[RESERVED]


 


c)
[RESERVED]


 


d)
[RESERVED]


 


e)
[RESERVED]


 


f)
Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued
and outstanding.


 


g)
Notice to the Holders.


 


i.
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7,
the Corporation shall promptly deliver to each Holder by facsimile or email a notice setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation
shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation
is a party, any sale or transfer of all or substantially all of the assets of the Corporation, or any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall
cause to be filed at each office or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to
be delivered by facsimile or email to each Holder at its last facsimile number or email address as it shall appear upon the stock
books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights
or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion
Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the
effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 




    	 



     


    

 


Section
8. [RESERVED]


 


Section
9. [RESERVED]


 


Section
10. [RESERVED]


 


Section
11. Miscellaneous.


 


a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service, addressed to the Corporation, at the address set forth above Attention: Chief Executive Officer, at
such facsimile number or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance
with this Section 11 from time to time. Any and all notices or other communications or deliveries to be provided by the Corporation
hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service
addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no
such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder provided
to the Corporation from time to time. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is
not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to
whom such notice is required to be given.


 


b)
Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Amendment shall alter or
impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and
accrued interest, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein
prescribed.


 


c)
Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost,
stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of
Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.


 




    	 



     


    

 


d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate
of Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New Jersey,
without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation,
enforcement and defense of the transactions contemplated herbey (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City
of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to
the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York
Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate
of Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law.
Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Certificate of Amendment or the transactions contemplated hereby.
If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Amendment, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.


 


e)
Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Amendment shall not
operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this
Certificate of Amendment or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence
to any term of this Certificate of Amendment on one or more occasions shall not be considered a waiver or deprive that party (or
any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of
Amendment on any other occasion. Any waiver by the Corporation or a Holder must be in writing.


 


f)
Severability. If any provision of this Certificate of Amendment is invalid, illegal or unenforceable, the balance of this
Certificate of Amendment shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall
nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount
deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall
automatically be lowered to equal the maximum rate of interest permitted under applicable law.


 


g)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


 


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


 


i)
Status of Converted or Redeemed Preferred Stock. If any shares of Preferred Stock shall be converted, redeemed or reacquired
by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer
be designated as Series D Convertible Preferred Stock.


 


*********************


 




    	 



     


    

 


RESOLVED,
FURTHER, that Howard Yeaton be and is hereby authorized and directed to prepare and file this Certificate of Amendment in accordance
with the foregoing resolution and the provisions of New Jersey law.


 


IN
WITNESS WHEREOF, the undersigned have executed this Certificate this 24th day of March 2020.


 


	/s/ Howard Yeaton 	 
	Name:	Howard
    Yeaton	 
	Title:	Chief
    Executive Officer	 


 




    	 



     


    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


(TO
BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES


OF
PREFERRED STOCK)


 


The
undersigned hereby elects to convert the number of shares of Series D Convertible Preferred Stock indicated below into shares
of common stock, without par value (the “Common Stock”), of AKERS BIOSCIENCES, INC., a New Jersey corporation
(the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common
Stock 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 and is delivering herewith such certificates and opinions as may be reasonably requested by the Corporation.
No fee will be charged to the Holders for any conversion, except for any such transfer taxes.


 


Conversion
calculations:


 


	Date
                                         to Effect Conversion: _____________________________________________

         

	Number
                                         of shares of Preferred Stock owned prior to Conversion: _______________

         

	Number
                                         of shares of Preferred Stock to be Converted: ________________________

         

	Stated
                                         Value of shares of Preferred Stock to be Converted: ____________________

         

	Number
                                         of shares of Common Stock to be Issued: ___________________________

         

	Applicable
                                         Conversion Price:____________________________________________

         

	Number
                                         of shares of Preferred Stock subsequent to Conversion: ________________

         

	Address
                                         for Delivery: ______________________

        or

        DWAC
        Instructions:

        Broker
        no: _________

        Account
        no: ___________



 


	[HOLDER]	 
	 	 	 
	By:	           	 
	Name:	 	 
	Title: