CERTIFICATE
OF DESIGNATIONS, PREFERENCES


AND
RIGHTS OF SERIES G CONVERTIBLE PREFERRED STOCK


OF


TARONIS
TECHNOLOGIES, INC.


 


Taronis
Technologies, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law
of the State of Delaware (the “DGCL”), does hereby certify that, pursuant to authority conferred upon the Board
of Directors of the Company (the “Board”) by the Certificate of Incorporation, as amended, of the Company,
and pursuant to the provisions of the DGCL, the Board adopted resolutions (i) designating a series of the Company’s previously
authorized preferred stock, par value $0.001 per share, and (ii) providing for the designations, preferences and relative, participating,
optional or other rights, and the qualifications, limitations or restrictions thereof, of three thousand five hundred (3,500)
shares of Series G Convertible Preferred Stock of the Company, as follows:


 


RESOLVED,
that the Company is authorized to issue three thousand five hundred (3,500) shares of Series G Convertible Preferred
Stock, par value $0.001 per share (the “Series G Preferred Shares”), which shall have the following powers,
designations, preferences and other special rights:


 


(1)
RANKING. The Series G Preferred Shares shall rank prior and superior to all of the Common Stock and any other capital
stock of the Company with respect to the preferences as to dividends (other than pursuant to TRNF Spin-Off), distributions and
payments upon a Liquidation Event (such stock being referred to hereinafter collectively as "Junior Stock").
The rights of the shares of Common Stock and other capital stock of the Company shall be of junior rank to and subject to the
preferences and relative rights of the Series G Preferred Shares.


 


(2)
PAYMENTS OF STATED VALUE; PREPAYMENT. If any Series G Preferred Shares remain outstanding on the Maturity Date, the
Company shall redeem such Series G Preferred Shares in cash in an amount equal to the Conversion Amount (as defined in Section
5(b)) for each such Series G Preferred Share. The “Maturity Date” shall be November 16, 2020 , as may be extended
at the option of each Holder (i) in the event that, and for so long as, a Triggering Event (as defined in Section 6(a)) shall
have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 2) or any event shall have occurred
and be continuing on the Maturity Date (as may be extended pursuant to this Section 2) that with the passage of time and the failure
to cure would result in a Triggering Event and (ii) through the date that is ten (10) Business Days after the consummation of
a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (as defined in Section
7(b)) is delivered prior to the Maturity Date. Other than as specifically permitted by this Certificate of Designations, the Company
may not prepay any portion of the outstanding Stated Value, accrued and unpaid dividends, if any, or accrued and unpaid Late Charges
(as defined in Section 25(b)) on Stated Value and dividends, if any.


 




    	 



    	 



    

 


(3)
LIQUIDATION.


 


(a)
Preferential Payment to Holders. In the event of a Liquidation Event, holders of Series G Preferred Shares (each, a “Holder”
and collectively, the “Holders”) shall be entitled to receive in cash out of the assets of the Company, whether
from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”) upon
such Liquidation Event, but before any amount shall be paid to the holders of any Junior Stock, an amount per Series G Preferred
Share equal to the Conversion Amount; provided that, if the Liquidation Funds are insufficient to pay the full amount due to the
Holders and holders of shares of other classes or series of preferred stock of the Company, if any, that are of equal rank with
the Series G Preferred Shares as to payments of Liquidation Funds (such stock being referred to hereinafter collectively as “Pari
Passu Stock”), if any, then each Holder and each holder of any such Pari Passu Stock shall receive a percentage of the
Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder as a liquidation preference, in accordance
with their respective Certificate of Designations, Preferences and Rights, as a percentage of the full amount of Liquidation Funds
payable to all holders of Series G Preferred Shares and Pari Passu Stock.


 


(b)
Distribution of Remaining Assets. After the foregoing distributions, the Holders shall be entitled, on a pari passu
basis with the holders of Common Stock and treating for the purpose thereof all of the Series G Preferred Shares as having
been converted into Common Stock pursuant to Section 5, to participate in the distribution of any remaining assets of the Company
to the holders of the outstanding Common Stock (without regard to any limitations on conversion). To the extent necessary, the
Company shall cause such actions to be taken by any of its Subsidiaries so as to enable, to the maximum extent permitted by law,
the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section. All the preferential amounts
to be paid to the Holders under this Section shall be paid or set apart for payment before the payment or setting apart for payment
of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of Junior Stock in connection with
a Liquidation Event as to which this Section applies.


 


(c)
Maximum Percentage. Notwithstanding the foregoing, to the extent that a Holder’s right to participate in any liquidation
pursuant to this Section 3 would result in such Holder and such Holder’s other Attribution Parties exceeding the Maximum
Percentage, if applicable, then such Holder shall not be entitled to participate in such liquidation to such extent (and shall
not be entitled to beneficial ownership of such shares of Common Stock as a result of such liquidation (and beneficial ownership)
to such extent) and the portion of such liquidation shall be held in abeyance for such Holder until such time or times as its
right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable,
at which time or times such Holder shall be granted such rights (and any rights under this Section 3 to be held similarly in abeyance)
to the same extent as if there had been no such limitation.


 




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(4)
DIVIDENDS.


 


(a)
Except for the TRNF Spin-Off (as defined below), from and after the first date of issuance of any Series G Preferred Shares (the
“Issuance Date”), the Holders shall be entitled to receive dividends per Series G Preferred Share when, as
and if declared by the Board. In addition, from and after the occurrence and during the continuance of any Triggering Event, dividends
shall accrue hereunder at eighteen percent (18.0%) per annum (the “Default Rate”) and shall be computed on
the basis of a 360-day year and twelve 30-day months and shall be payable, if applicable, in arrears on the last Business Day
of any Calendar Quarter during which dividends accrue hereunder (a “Dividend Date”) to the record holder of
the Series G Preferred Shares in cash by wire transfer of immediately available funds pursuant to wire instructions provided by
the Holders in writing to the Company. Accrued and unpaid dividends, if any, shall also be payable prior to a Dividend Date by
way of inclusion of the dividends in the Conversion Amount (as defined in Section 5(b)(i)) on each (i) Conversion Date (as defined
in Section 5(c)(i)) in accordance with Section 5(c)(i) and/or (ii) upon any redemption hereunder occurring prior to the Maturity
Date. In the event that an Triggering Event is subsequently cured (and no other Triggering Event then exists (including, without
limitation, for the Company’s failure to pay such dividends at the Default Rate on the Maturity Date)), dividends shall
cease to accrue hereunder as of the calendar day immediately following the date of such cure; provided that the dividends
as calculated and unpaid during the continuance of such Triggering Event shall continue to apply to the extent relating to the
days after the occurrence of such Triggering Event through and including the date of such cure of such Triggering Event; provided,
further, that for the purpose of this Section 4, such Triggering Event shall not be deemed cured unless and until any accrued
and unpaid dividends shall be paid to the Holders.


 


(b)
In addition to the dividends, if any, referred to in Section 4(a), and excepting any dividends pursuant to the TRNF Spin-Off,
from and after the Issuance Date, the Holders shall be entitled to receive such dividends paid and distributions made to the holders
of Common Stock to the same extent as if such Holders had converted the Series G Preferred Shares into Common Stock (without regard
to any limitations on conversion) and had held such shares of Common Stock on the record date for such dividends and distributions.
Payments under the preceding sentence shall be made concurrently with the dividends or distribution to the holders of Common Stock.
Following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference as
set forth in Section 3 above, such Holder shall cease to have any rights hereunder to participate in any future dividends or distributions
made to the holders of Common Stock. Except pursuant to the TRNF Spin-Off, the Company shall not declare or pay any dividends
on any Junior Stock or Pari Passu Stock unless the Holders of Series G Preferred Shares then outstanding shall simultaneously
receive dividends on a pro rata basis as if the Series G Preferred Shares had been converted into shares of Common Stock pursuant
to Section 5 immediately prior to the record date for determining the stockholders eligible to receive such dividends (without
regard to any limitations on conversion). Notwithstanding the foregoing, to the extent that a Holder’s right to participate
in any such dividends or distribution pursuant to this Section 4 would result in such Holder and its other Attribution Parties
exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such dividends or distribution to such
extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such dividends or distribution
(and beneficial ownership) to such extent) and the portion of such dividends or distribution shall be held in abeyance for such
Holder until such time or times as its right thereto would not result in such Holder and its other Attribution Parties exceeding
the Maximum Percentage, at which time or times such Holder shall be granted such rights (and any rights under this Section 4 on
such initial rights or on any subsequent such rights to be held similarly in abeyance) to the same extent as if there had been
no such limitation.


 




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(5)
CONVERSION OF SERIES G PREFERRED SHARES. At any time or times after the Issuance Date, the Series G Preferred Shares
shall be convertible into shares of Common Stock, on the terms and conditions set forth in this Section 5.


 


(a)
Conversion Right. Subject to the provisions of Section 5(d), at any time or times on or after the thirtieth (30th)
calendar day immediately following the Issuance Date (the “Convertibility Date”), any Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock
in accordance with Section 5(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share
of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the
Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all
transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion
of any Conversion Amount.


 


(b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section
5(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i)
“Conversion Amount” means the sum of (A) the portion of the Stated Value to be converted, redeemed or otherwise
with respect to which this determination is being made, (B) accrued and unpaid dividends, if any, with respect to such Stated
Value and (C) accrued and unpaid Late Charges, if any, with respect to such Stated Value and dividends.


 


(ii)
“Conversion Price” means, as of any Conversion Date or other date of determination, $2.25, subject to adjustment
as provided herein.


 




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(c)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert Series G Preferred Shares into shares of Common Stock on any date on or following the Convertibility
Date (each a “Conversion Date”), a Holder shall (A) deliver on or prior to 11:59 p.m., New York time, on such
date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (a “Conversion Notice”)
to the Company and (B) if required by Section 5(c)(iv), but without delaying the Company’s requirement to deliver shares
of Common Stock on the applicable Share Delivery Date (as defined below), surrender the original certificates representing the
Series G Preferred Shares, if any (the “Series G Preferred Stock Certificates”) being converted to a common
carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect
to such Series G Preferred Stock Certificates in the case of its loss, theft, destruction or mutilation in compliance with the
procedures set forth in Section 27). In lieu of indicating the portion of the Conversion Amount that a Holder elects to convert,
such Holder may indicate in a Conversion Notice the number of shares of Common Stock it seeks to receive upon conversion of any
portion of such Holder’s Series G Preferred Shares and the reduction of the Conversion Amount pursuant to such conversion
shall be determined at the end of such Conversion Date by multiplying such number of shares of Common Stock by the applicable
Conversion Price. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Conversion Notice be required.


 


(ii)
Company’s Response. On or before the first (1st) Business Day following the date of delivery of a Conversion Notice,
the Company shall transmit via electronic mail a confirmation of receipt of such Conversion Notice to the applicable Holder and
the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd)
Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on
which a Holder has delivered a Conversion Notice to the Company (a “Share Delivery Date”), the Company shall
(x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, credit such aggregate 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 At Custodian system or (y)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address
as specified in the Conversion Notice, 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. If the number of Series G Preferred Shares represented by the Series
G Preferred Stock Certificate(s) submitted for conversion, as required by Section 5(c)(iv), is greater than the number of Series
G Preferred Shares being converted, then the Company shall as soon as practicable and in no event later than three (3) Business
Days after receipt of the Series G Preferred Stock Certificate(s) (the “Preferred Stock Delivery Date”) and
at its own expense, issue and deliver to such Holder a new Series G Preferred Stock Certificate representing the number of Series
G Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion
of Series G Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock
on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to such Holder’s account
with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be.


 




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(iii)
Company’s Failure to Timely Convert. If the Company shall fail on or prior to the applicable Share Delivery Date
to issue and deliver a certificate to a Holder, if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program or if converted, at a time when the Conversion Shares are not subject to
an effective resale registration statement in favor of the Holder and Rule 144 would not be available for immediate resale of
the Conversion Shares by such Holder, or credit such Holder’s balance account with DTC, if the Transfer Agent is
participating in the DTC Fast Automated Securities Transfer Program and (a) the Conversion
Shares are subject to an effective resale registration statement in favor of such Holder or (b) if converted at a time when Rule
144 would be available for immediate resale of the Conversion Shares by such Holder, for the number of shares of Common
Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion Failure”),
then (A) the Company shall pay damages to such Holder for each Trading Day of such Conversion Failure in an amount equal to 1.5%
of the product of (1) the sum of the number of shares of Common Stock not issued to such Holder on or prior to the Share Delivery
Date and to which such Holder is entitled, and (2) any trading price of the Common Stock selected by such Holder in writing as
in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery
Date and (B) such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have
returned, as the case may be, any portion of such Holder’s Series G Preferred Shares that has not been converted pursuant
to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations
to make any payments which have accrued prior to the date of such notice pursuant to this Section 5(c)(iii) or otherwise. In addition
to the foregoing, if the Company shall fail on or prior to the applicable Share Delivery Date to issue and deliver a certificate
to a Holder, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit such
Holder’s balance account with DTC, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any
Conversion Amount or on any date of the Company’s obligation to deliver shares of Common Stock as contemplated pursuant
to clause (y) below, and if on or after such Trading Day such Holder purchases (in an open market transaction or otherwise) Common
Stock to deliver in satisfaction of a sale by such Holder of Common Stock issuable upon such conversion that such Holder anticipated
receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Holder’s
request and in such Holder’s discretion, either (x) pay cash to such Holder in an amount equal to such Holder’s total
purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(the “Buy-In Price”), at which point the Company’s obligation to issue and deliver such certificate or
credit such Holder’s balance account with DTC for the shares of Common Stock to which such Holder is entitled upon such
Holder’s conversion of the applicable Conversion Amount shall terminate, or (y) promptly honor its obligation to deliver
to such Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account
with DTC for such shares of Common Stock and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of shares of Common Stock, times (B) the price at which the sell order giving rise to such
purchase obligation was executed.


 




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(iv)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series G Preferred Shares in
accordance with the terms hereof, a Holder shall not be required to physically surrender the certificate representing the Series
G Preferred Shares to the Company unless (A) the full or remaining number of Series G Preferred Shares represented by the certificate
are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of Series G Preferred Shares upon physical surrender of any Series G Preferred Shares. Each Holder
and the Company shall maintain records showing the number of Series G Preferred Shares so converted and the dates of such conversions
or shall use such other method, reasonably satisfactory to the Holders and the Company, so as not to require physical surrender
of the certificate representing the Series G Preferred Shares upon each such conversion. If the Company does not update its records
to record such Stated Value, dividends and Late Charges converted and/or paid (as the case may be) and the dates of such conversions
and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Company’s records shall be
automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of the Company
establishing the number of Series G Preferred Shares to which the record holder is entitled shall be controlling and determinative
in the absence of manifest error. Notwithstanding the foregoing, if Series G Preferred Shares represented by a certificate are
converted as aforesaid, a Holder may not transfer the certificate representing the Series G Preferred Shares unless such Holder
first physically surrenders the certificate representing the Series G Preferred Shares to the Company, whereupon the Company will
forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request,
representing in the aggregate the remaining number of Series G Preferred Shares represented by such certificate. A
Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of any Series G Preferred Shares, the number of Series G Preferred Shares represented by such
certificate may be less than the number of Series G Preferred Shares stated on the face thereof. Each certificate for Series G
Preferred Shares shall bear the following legend:


 








ANY
TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING TO
THE SERIES G PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 5(c)(iv) THEREOF. THE NUMBER OF SERIES G PREFERRED
SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SERIES G PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT
TO SECTION 5(c)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES G PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.


 









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(v)
Pro Rata Conversion; Disputes. In the event the Company receives a Conversion Notice from more than one Holder for the
same Conversion Date and the Company can convert some, but not all, of such Series G Preferred Shares submitted for conversion,
the Company, subject to Section 5(d), shall convert from each Holder electing to have Series G Preferred Shares converted on such
date, a pro rata amount of such Holder’s Series G Preferred Shares submitted for conversion based on the Stated Value of
Series G Preferred Shares submitted for conversion on such date by such Holder relative to the Stated Value of all Series G Preferred
Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to
a Holder in connection with a conversion of Series G Preferred Shares, the Company shall issue to such Holder the number of shares
of Common Stock not in dispute and resolve such dispute in accordance with Section 24.


 








(d)
Conversion Limitations.


 


(i)
Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not issue any shares
of Common Stock pursuant to the terms of this Certificate of Designations, and no Holder shall not have the right to any shares
of Common Stock otherwise issuable pursuant to the terms of this Certificate of Designations and such issuance shall be null and
void and treated as if never made, to the extent that after giving effect to such issuance, such Holder together with the other
Attribution Parties collectively would beneficially own in excess of 4.99% or 9.99%, as the Buyers shall have indicated on their
respective signature pages attached to the Securities Purchase Agreement or as any subsequent transferee of Series G Preferred
Shares indicates in a written notice to the Company (as applicable, the “Maximum Percentage”) of the shares
of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by a Holder and its other Attribution Parties shall include the number of
shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable
upon conversion of the Series G Preferred Shares with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Series G Preferred Shares
beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including the Warrants) beneficially owned by such Holder or any other Attribution Party subject
to a limitation on conversion or exercise analogous to the limitation contained in this Section 5(d)(i). For purposes of this
Section 5(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of
determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of Series G Preferred Shares
without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written
notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported
Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number
of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder
in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise
cause such Holder’s beneficial ownership, as determined pursuant to this Section 5(d)(i), to exceed the Maximum Percentage,
such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion
Notice. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1) Trading Day
confirm orally and in writing or by electronic mail 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 Company, including the Series G Preferred Shares, by such Holder and any other Attribution Party since the date
as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a
Holder upon conversion of such Holder’s Series G Preferred Shares results in such Holder and the other Attribution Parties
being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common
Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which such Holder’s and
the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer
the Excess Shares. Upon delivery of a written notice to the Company, any Holder may from time to time increase or decrease the
Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase
in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company
and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder
of Series G Preferred Shares that is not an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock
issuable with respect to the Series G Preferred Shares in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by a Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
5(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent
with the intended beneficial ownership limitation contained in this Section 5(d)(i) or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall
apply to a successor holder of Series G Preferred Shares.


 




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(ii)
Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock pursuant to the terms
of this Certificate of Designations, and the Holders shall not have the right to receive pursuant to the terms of this Certificate
of Designations any shares of Common Stock, to the extent the issuance of such shares of Common Stock would exceed the aggregate
number of shares of Common Stock which the Company may issue pursuant to the terms of the Securities Purchase Agreement and this
Certificate of Designations without breaching the Company’s obligations under the rules or regulations of the Principal
Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains
the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Common Stock in
excess of such amount. Until such approval is obtained, no Buyer shall be issued in the aggregate, pursuant to the terms of the
Securities Purchase Agreement and this Certificate of Designations, shares of Common Stock in an amount greater than the product
of the Exchange Cap multiplied by a fraction, the numerator of which is the number of Series G Preferred Shares issued to such
Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number
of all Series G Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with
respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise
transfer any of such Buyer’s Series G Preferred Shares, the transferee shall be allocated a pro rata portion of such Buyer’s
Exchange Cap Allocation with respect to such portion of such Series G Preferred Shares
transferred, and the restrictions of the prior sentence shall apply to such transferee
with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Holder shall convert
all of such Holder’s Series G Preferred Shares and Series G Preferred Shares into a number of shares of Common Stock which,
in the aggregate, is less than such Holder’s Exchange Cap Allocation, then the difference between such Holder’s Exchange
Cap Allocation and the number of shares of Common Stock actually issued to such Holder shall be allocated to the respective Exchange
Cap Allocations of the remaining Holders on a pro rata basis in proportion to the Stated
Value of Preferred Shares then held by each such Holder. In the event that the Company is prohibited from issuing any shares
of Common Stock for which a Conversion Notice has been delivered as a result of the operation of this Section 5(d)(ii), the Company
shall within two (2) Trading Days of the applicable attempted conversion pay cash
in exchange for cancellation of the Conversion Amount that is subject to such Conversion Notice, at a price per share of Common
Stock that would have been issuable upon such conversion if this Section 5(d)(ii) were not in effect, equal to the greater of
(x) the Closing Sale Price of the Common Stock and (y) the arithmetic average of the Closing Sale Prices of the Common Stock during
the five (5) Trading Days, in each case, immediately preceding the applicable attempted exercise (or if any such date is not a
Trading Day, the last Trading Day prior to such date).


 




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(e)
Adjustments to Conversion Price. The Conversion Price will be subject to adjustment from time to time as provided in this
Section 5(e).


 


(i)
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time on or after
the Subscription Date subdivides (by any stock split, stock dividend (other than pursuant to the TRNF Spin-Off), recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price
in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock
into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately
increased. Any adjustment under this Section 5(e)(i) shall become effective at the close of business on the date the subdivision
or combination becomes effective.


 


(ii)
Voluntary Adjustment by Company. Subject to the prior approval of the Principal Market, or if the Principal Market is not
as of the applicable date of determination the principal trading market of the Common Stock, such other applicable Eligible Market
that then serves as the principal trading market of the Common Stock, the Company may at any time, with the prior written consent
of the Required Holders, reduce the then current Conversion Price to any amount and for any period of time deemed appropriate
by the Board.


 




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(6)
RIGHTS UPON TRIGGERING EVENT.


 


(a)
Triggering Event. Each of the following events or failure to comply therewith shall constitute a “Triggering Event”:


 


(i)
the shares of Common Stock issued and issuable with respect to the Series G Preferred Shares shall be issued or issuable without
restrictive legends and eligible for immediate sale without restriction or limitation pursuant to Rule 144 and Section 3(a)(9)
of the Securities Act without the requirement to be in compliance with Rule 144(c)(1) and without the need for registration under
any applicable federal or state securities laws;


 


(ii)
(A) the suspension of the Common Stock from trading on an Eligible Market for a period of two (2) consecutive Trading Days or
for more than an aggregate of ten (10) Trading Days in any 365-day period or (B) the failure of the Common Stock to be listed
on an Eligible Market;


 


(iii)
the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within
five (5) Business Days after the applicable Conversion Date or (B) notice, written or oral, to any Holder, including by way of
public announcement, or through any of its agents, at any time, of its intention not to comply with a request for conversion of
any Series G Preferred Shares into shares of Common Stock that is tendered in accordance with the provisions of this Certificate
of Designations, other than pursuant to Section 5(d);


 


(iv)
at any time following the fifth (5th) consecutive Business Day that the Holder’s Authorized Share Allocation
is less than the Holder’s Pro Rata Amount of the Required Reserve Amount (as defined in Section 12(a));


 


(v)
the Company’s failure to pay to such Holder any amount of Stated Value, dividends, Late Charges, Redemption Price or other
amounts when and as due under this Certificate of Designations or any other Transaction Document, except, in the case of a failure
to pay dividends and/or Late Charges when and as due, in which case only if such failure continues for a period of at least an
aggregate of two (2) Business Days;


 




    	 	-11-	 



    	 



    




 


(vi)
the occurrence of any default (after lapse of any applicable cure periods) under, redemption of or acceleration prior to maturity
of at least an aggregate of $100,000 of Indebtedness of the Company or any of its Subsidiaries;


 


(vii)
the Company or any of its Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any similar federal, foreign
or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commences a voluntary case, (B)
consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a receiver,
trustee, assignee, liquidator or similar official (a “Custodian”), (D) makes a general assignment for the benefit
of its creditors or (E) admits in writing that it is generally unable to pay its debts as they become due;


 


(viii)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company
or any of its Subsidiaries in an involuntary case, (B) appoints a Custodian of the Company or any of its Subsidiaries or (C) orders
the liquidation of the Company or any of its Subsidiaries;


 


(ix)
a final judgment or judgments for the payment of money aggregating in excess of $100,000 are rendered against the Company or any
of its Subsidiaries and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed
pending appeal, or are not discharged within sixty (60) days after the expiration of such stay; provided, however,
that any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating
the $100,000 amount set forth above so long as the Company provides the Holders a written statement from such insurer or indemnity
provider (which written statement shall be reasonably satisfactory to the Holders) to the effect that such judgment is covered
by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance
or indemnity within thirty (30) days of the issuance of such judgment;


 


(x)
other than as specifically set forth in another clause of this Section 6(a), the Company or any of its Subsidiaries breaches any
representation, warranty, covenant or other term or condition of any Transaction Document, except, in the case of a breach of
a covenant or other term or condition of any Transaction Document which is curable, only if such breach remains uncured for a
period of five (5) consecutive Business Days;


 




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(xi)
any breach or failure in any respect to comply with either Sections 15 or 16 of this Certificate of Designations;


 


(xii)
any material damage to, or loss, theft or destruction of, any material amount of property of the Company, whether or not insured,
or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for
more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility
of the Company or any Subsidiary, if any such event or circumstance would reasonably be expected to have a Material Adverse Effect;


 


(xiii)
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that the Equity Conditions
are satisfied or that there has been no Equity Conditions Failure or as to whether any Triggering Event has occurred; or


 


(xiv)
any Material Adverse Effect occurs.


 


(b)
Redemption Right. Upon the occurrence of a Triggering Event, the Company shall within one (1) Business Day deliver written
notice thereof via electronic mail (a “Triggering Event Notice”) to the Holders. At any time after the earlier
of a Holder’s receipt of a Triggering Event Notice and a Holder becoming aware of a Triggering Event, such Holder may require
the Company to redeem (an “Triggering Event Redemption”) all or any portion of such Holder’s Series G
Preferred Shares by delivering written notice thereof (the “Triggering Event Redemption Notice”) to the Company,
which Triggering Event Redemption Notice shall indicate the number of such Holder’s Series G Preferred Shares that such
Holder is electing to require the Company to redeem. Each Series G Preferred Share subject to redemption by the Company pursuant
to this Section 6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal
to the greater of (x) 118% of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed
and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period
beginning on the date immediately preceding such Triggering Event and ending on the date such Holder delivers the Triggering Event
Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Triggering Event Redemption
Price”). Redemptions required by this Section 6(b) shall be made in accordance with the provisions of Section 13. To
the extent redemptions required by this Section 6(b) are deemed or determined by a court of competent jurisdiction to be prepayments
of the Series G Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding
anything to the contrary in this Section 6, but subject to Section 5(d), until the Triggering Event Redemption Price is paid in
full, the Conversion Amount submitted for redemption under this Section 6(b) may be converted, in whole or in part, by a Holder
into Common Stock pursuant to Section 5. The parties hereto agree that in the event of the Company’s redemption of any Series
G Preferred Shares under this Section 6(b), each Holder’s damages would be uncertain and difficult to estimate because of
the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for such Holder. Accordingly, any Triggering Event redemption premium due under this Section 6(b) is intended
by the parties to be, and shall be deemed, a reasonable estimate of a Holder’s actual loss of its investment opportunity
and not as a penalty.


 




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(7)
RIGHTS UPON FUNDAMENTAL TRANSACTION AND CHANGE OF CONTROL.


 


(a)
Assumption. If, at any time while any Series G Preferred Shares are outstanding, a Fundamental Transaction occurs or is
consummated, then, upon any subsequent conversion of any Series G Preferred Shares, the Holders shall have the right to receive,
for each share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such
Fundamental Transaction, at the option of such Holder (without regard to any limitation in Section 5(d) on the conversion of the
Series G Preferred Shares), the number of shares of Common Stock of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by such holder of the number of shares of Common Stock for which such Holder’s
Series G Preferred Shares is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in
Section 5(d) on the conversion of the Series G Preferred Shares). For purposes of any such conversion, the determination of the
Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of the Series G Preferred Shares following such Fundamental Transaction. The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume
in writing all of the obligations of the Company under this Certificate of Designations in accordance with the provisions of this
Section 7(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holders and approved by the Holders
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of each Holder, deliver to such Holder
in exchange for such Holder’s Series G Preferred Shares a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Certificate of Designations governing shares of preferred stock of the Successor
Entity which are convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon conversion of such Holder’s Series G Preferred Shares
(without regard to any limitations on the conversion set forth in this Certificate of Designations) prior to such Fundamental
Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares
of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of the Series G Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holders. Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Certificate of Designations referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of Designations
with the same effect as if such Successor Entity had been named as the Company herein.


 




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(b)
Redemption Right. No sooner than twenty (20) days nor later than fifteen (15) days prior to the consummation of a Change
of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof
via electronic mail to the Holders (a “Change of Control Notice”). At any time during the period beginning
on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which
the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) a Holder becoming aware
of a Change of Control if the Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding
sentence (as applicable) and (z) a Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after
the date of the consummation of such Change of Control, such Holder may require the Company to redeem (a “Change of Control
Redemption”) all or any portion of such Holder’s Series G Preferred Shares by delivering written notice thereof
(“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate
the Conversion Amount such Holder is electing to require the Company to redeem. Any Series G Preferred Shares subject to redemption
pursuant to this Section 7(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price
equal to greater of (i) 118% of the Conversion Amount being redeemed and (ii) the product of (A) the Conversion Amount being redeemed
and (B) the quotient determined by dividing (1) the greatest Closing Sale Price of the shares of Common Stock during the period
beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the
public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice,
by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”).
Redemptions required by this Section 7(b) shall be made in accordance with the provisions of Section 13 and shall have priority
to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 7(b) are
deemed or determined by a court of competent jurisdiction to be prepayments of the Series G Preferred Shares by the Company, such
redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 7(b), but subject
to Section 5(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption
under this Section 7(b) may be converted, in whole or in part, by a Holder into shares of Common Stock pursuant to Section 5.
The parties hereto agree that in the event of the Company’s redemption of any portion of the Series G Preferred Shares under
this Section 7(b), the Holders’ damages would be uncertain and difficult to estimate because of the parties’ inability
to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the
Holders. Accordingly, any Change of Control redemption premium due under this Section 7(b) is intended by the parties to be, and
shall be deemed, a reasonable estimate of the Holders’ actual loss of its investment opportunity and not as a penalty.


 




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(8) PURCHASE
RIGHTS. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to all record holders of any class of Common Stock (the
“Purchase Rights”), then the Holders will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of
shares of Common Stock acquirable upon complete conversion of the Series G Preferred Shares (without taking into account any
limitations or restrictions on the convertibility of the Series G Preferred Shares) immediately prior to the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, that to the extent that a Holder’s right to participate in any such Purchase Right
would result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be
entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such
shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right
to such extent shall be held in abeyance for such Holder until such time or times as its right thereto would not result in
such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be
granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any
subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such
limitation).








 


(9)
OPTIONAL REDEMPTION AT THE HOLDER’S ELECTION. At any time or times after the six (6) month anniversary of the
Issuance Date, each Holder shall have the right, in its sole and absolute discretion, to require that the Company redeem (a “Holder
Optional Redemption”) all or any portion of the Conversion Amount of such Holder’s Series G Preferred Shares then
outstanding by delivering written notice thereof (a “Holder Optional Redemption Notice” and the date such Holder
delivers such notice to the Company, a “Holder Optional Redemption Notice Date”) to the Company which notice
shall state (i) the number of Series G Preferred Shares that is being redeemed by such Holder, (ii) the date on which such Holder
Optional Redemption shall occur, which date shall be the third (3rd) Trading Day from the applicable Holder Optional
Redemption Notice Date (a “Holder Optional Redemption Date”) and (iii) the wire instructions for the payment
of the applicable Holder Optional Redemption Price (as defined below) to such Holder. The portion of such Holder’s Series
G Preferred Shares subject to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal
to the Conversion Amount being redeemed, including, without limitation, any accrued and unpaid Dividends on such Conversion Amount
and any accrued and unpaid Late Charges (as defined in Section 25(b)) on such Conversion Amount and Dividends, if any, through
the applicable Holder Optional Redemption Date (a “Holder Optional Redemption Price”). Holder Optional Redemptions
made pursuant to this Section 9 shall be made in accordance with Section 13. To the extent redemptions required by this Section
9 are deemed or determined by a court of competent jurisdiction to be prepayments of the Series G Preferred Shares by the Company,
such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s
redemption of any portion of a Holder’s Series G Preferred Shares under this Section 9, such Holder’s damages would
be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty
of the availability of a suitable substitute investment opportunity for such Holder.


 




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(10)
OPTIONAL REDEMPTION AT THE COMPANY’S ELECTION. At any time after the Issuance Date, the Company shall have the
right to redeem all, but not less than all, of the Conversion Amount then remaining under the Series G Preferred Shares (the “Company
Optional Redemption Amount”) as designated in the Company Optional Redemption Notice on the Company Optional Redemption
Date (each as defined below) (the “Company Optional Redemption”). The Series G Preferred Shares subject to
redemption pursuant to this Section 10 shall be redeemed by the Company on the Company Optional Redemption Date in cash by wire
transfer of immediately available funds pursuant to wire instructions provided by the Holders in writing to the Company at a price
equal to: (i) so long as there has been no Equity Conditions Failure during the period beginning on the Company Optional Redemption
Notice Date (as defined below) through the Company Optional Redemption Date (as defined below), the Conversion Amount to be redeemed
and (ii) if an Equity Conditions Failure occurs (which is not waived in writing by such Holder) at any time during the period
beginning on the Company Optional Redemption Notice Date through the Company Optional Redemption Date (the “Company Optional
Redemption Interim Period”), the greater of (x) the Conversion Amount to be redeemed and (y) the product of (A) the
Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares
of Common Stock during the period beginning on the date immediately preceding the Company Optional Redemption Notice Date and
ending on the Company Optional Redemption Date, by (II) the lowest Conversion Price in effect during such period (the price set
forth in the foregoing clause (i) or (i), as applicable, the “Company Optional Redemption Price”). The Company
may exercise its right to require redemption under this Section 10 by delivering a ten (10) Trading Days prior written notice
thereof via electronic mail to all, but not less than all, of the Holders (the “Company Optional Redemption Notice”
and the date all of the Holders received such notice is referred to as the “Company Optional Redemption Notice Date”).
The Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (i) state the date on
which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall
be the tenth (10th) Trading Day immediately following the Company Optional Redemption Notice Date, (ii) state the aggregate
Conversion Amount of the Series G Preferred Shares which the Company has elected to be subject to Company Optional Redemption
from the Holders pursuant to this Section 10 on the Company Optional Redemption Date, (iii) state the applicable Company Optional
Redemption Price in the event: (x) no Equity Conditions Failure occurs during the Company Optional Redemption Interim Period and
(y) an Equity Conditions Failure has occurred or will occur (which is not waived in writing by a Holder) during the Company Optional
Redemption Interim Period. If the Company confirmed that there was no such Equity Conditions Failure as of the Company Optional
Redemption Notice Date but an Equity Conditions Failure occurs at any time during the Company Optional Redemption Interim Period,
the Company shall provide the Holders a subsequent written notice to that effect. Notwithstanding anything to the contrary in
this Section 10, until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted,
in whole or in part, by the Holder into shares of Common Stock pursuant to Section 5. All Conversion Amounts converted by a Holder
after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of such Holder’s Series
G Preferred Shares required to be redeemed on the Company Optional Redemption Date, unless such Holder otherwise indicates in
the applicable Conversion Notice. Company Optional Redemptions made pursuant to this Section 10 shall be made in accordance with
Section 13. To the extent redemptions required by this Section 10 are deemed or determined by a court of competent jurisdiction
to be prepayments of the Series G Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments.
The parties hereto agree that in the event of the Company’s redemption of any portion of a Holder’s Series G Preferred
Shares under this Section 10, such Holder’s damages would be uncertain and difficult to estimate because of the parties’
inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity
for such Holder. If the Company elects to cause a Company Optional Redemption pursuant to Section 10, then it must simultaneously
take the same action in the same proportion with respect to all Holders.


 




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(11)
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate
of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Certificate of Designations, and will at all times in good faith carry out all of the provisions of this Certificate
of Designations and take all action as may be required to protect the rights of the Holders.


 












 


(12)
RESERVATION OF AUTHORIZED SHARES.


 


(a)
Reservation. The Company shall have sufficient authorized and unissued shares of Common Stock for each of the Series G
Preferred Shares equal to not less than 100% of the number of shares of Common Stock necessary to effect the conversion at the
Conversion Rate (without regard to any limitations herein on any such conversion) with respect to the Conversion Amount of each
such Series G Preferred Share as of the Issuance Date (the "Required Reserve Amount"). The Company shall, so
long as any of the Series G Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the conversions of the Series G Preferred Shares, such
number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Series G Preferred
Shares then outstanding; provided that at no time shall the number of shares of Common Stock so reserved shall at no time be less
than the Required Reserve Amount. The initial number of shares of Common Stock reserved for conversions of the Series G Preferred
Shares and each increase in the number of shares so reserved shall be allocated pro rata among the Holders based on the number
of Series G Preferred Shares held by each Holder at the time of issuance of the Series G Preferred Shares or increase in the number
of reserved shares, as the case may be (the "Authorized Share Allocation"). In the event a Holder shall sell
or otherwise transfer any of such Holder’s Series G Preferred Shares, each transferee shall be allocated a pro rata portion
of the number of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and allocated
to any Person which ceases to hold any Series G Preferred Shares (other than pursuant to a transfer of Series G Preferred Shares
in accordance with the immediately preceding sentence) shall be allocated to the remaining Holders of Series G Preferred Shares,
pro rata based on the number of Series G Preferred Shares then held by such Holders.


 


(b)
Insufficient Authorized Shares. If at any time while any of the Series G Preferred Shares remain outstanding the Company
does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon conversion of the Series G Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve
Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase
the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve
Amount for the Series G Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon
as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after
the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase
in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder
with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized
shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. Notwithstanding
the foregoing, if during any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a
majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of
Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information
Statement on Schedule 14C. If, upon any conversion of the Series G Preferred Shares, the Company does not have sufficient authorized
shares to deliver in satisfaction of such conversion, then unless a Holder elects to rescind such attempted conversion, such Holder
may require the Company to pay to the Holder within three (3) Trading Days of the applicable attempted conversion, cash in an
amount equal to the product of (i) the number of shares of Common Stock that the Company is unable to deliver pursuant to this
Section 12, and (ii) the highest Closing Sale Price of the Common Stock during the period beginning on the date of the applicable
Conversion Date and ending on the date the Company makes the applicable cash payment.


 




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(13)
REDEMPTIONS.


 


(a)
Mechanics. The Company shall deliver the applicable Triggering Event Redemption Price to a Holders within three (3) Business
Days after the Company’s receipt of such Holder’s Triggering Event Redemption Notice (the "Event of Default
Redemption Date"). If a Holder has submitted a Change of Control Redemption Notice in accordance with Section 7(b), the
Company shall deliver the applicable Change of Control Redemption Price to such Holder (i) concurrently with the consummation
of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three
(3) Business Days after the Company’s receipt of such notice otherwise (such date, the "Change of Control Redemption
Date"). The Company shall deliver the applicable Holder Optional Redemption Price to each Holder on the applicable Holder
Optional Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to each Holder on the applicable
Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holders in cash by wire transfer
of immediately available funds pursuant to wire instructions provided by the holder in writing to the Company on the applicable
due date. In the event that the Company does not pay a Redemption Price to a Holder within the time period required, at any time
thereafter and until the Company pays such unpaid Redemption Price in full, a Holder shall have the option, in lieu of redemption,
to require the Company to promptly return to such Holder any or all of the Series G Preferred Shares that were submitted for redemption
by such Holder and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice,
(i) the applicable Redemption Notice of such Holder shall be null and void with respect to such Series G Preferred Shares and
(ii) the Company shall immediately return any Series G Preferred Shares, or issue new Series G Stock Certificates to such Holder
representing such Conversion Amount to be redeemed. A Holder’s delivery of a notice voiding a Redemption Notice and exercise
of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which
have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.


 


(b)
Redemption by Other Holders. Upon the Company’s receipt of notice from any Holder for redemption or repayment as
a result of an event or occurrence substantially similar to the events or occurrences described in Section 6(b) or Section 7(b)
or Section 9 (each, an "Other Redemption Notice"), the Company shall immediately, but no later than one (1) Business
Day of its receipt thereof, forward to each Holder a copy of such notice. If the Company receives a Redemption Notice and one
or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is three
(3) Business Days prior to the Company’s receipt of such Holder’s Redemption Notice and ending on and including the
date which is three (3) Business Days after the Company’s receipt of a Holder’s Redemption Notice and the Company
is unable to redeem all Stated Value, dividends, Late Charges and other amounts designated in such Redemption Notice and such
Other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from
each Holder based on the Stated Value of the Series G Preferred Shares submitted for redemption pursuant to such Redemption Notice
and such Other Redemption Notices received by the Company during such seven (7) Business Day period.


 




    	 	-19-	 



    	 



    

 


(c)
Insufficient Assets. If upon a Redemption Date, the assets of the Company are insufficient to pay the applicable Redemption
Price, the Company shall (i) take all appropriate action reasonably within its means to maximize the assets available for paying
the applicable Redemption Price, (ii) redeem out of all such assets available therefor on the applicable Redemption Date the maximum
possible number of Series G Preferred Shares that it can redeem on such date pro rata among the Holders to be redeemed in proportion
to the aggregate number of Series G Preferred Shares outstanding on the applicable Redemption Date and (iii) following the applicable
Redemption Date, at any time and from time to time when additional assets of the Company become available to pay the balance of
the applicable Redemption Price of the Series G Preferred Shares, the Company shall use such assets, at the end of the then current
fiscal quarter, to pay the balance of such Redemption Price of the Series G Preferred Shares, or such portion thereof for which
assets are then available, on the basis set forth above at the applicable Redemption Price, and such assets will not be used prior
to the end of such fiscal quarter for any other purpose. Dividends on the Stated Value of the Series G Preferred Shares that have
not been redeemed shall continue to accrue until such time as the Company redeems the Series G Preferred Shares. The Company shall
pay to each Holder the applicable Redemption Price for each Series G Preferred Share without regard to the legal availability
of funds unless expressly prohibited by applicable law or unless the payment of the applicable Redemption Price could reasonably
be expected to result in personal liability to the directors of the Company.


 


(14)
VOTING RIGHTS. Each Holder shall be entitled to the whole number of votes equal to the number of shares of Common
Stock into which such Holder's Series G Preferred Shares would be convertible on the record date for the vote or consent of stockholders
assuming a Conversion Price equal to $1.91 (subject to adjustment to the Common Stock on or after the Subscription Date for any
stock split, stock dividend, stock combination, recapitalization or similar event) and solely for purposes of this Section 14,
without giving effect to the provisions of Section 5(d)(i). Each Holder shall be entitled to receive the same prior notice of
any stockholders' meeting as is provided to the holders of Common Stock in accordance with the bylaws of the Company, as well
as prior notice of all stockholder actions to be taken by legally available means in lieu of a meeting, and shall vote as a class
with the holders of Common Stock as if they were a single class of securities upon any matter submitted to a vote of stockholders,
except those matters required by law or by the terms hereof to be submitted to a class vote of the Holders of Series G Preferred
Shares, in which case the Holders of Series G Preferred Shares only shall vote as a separate class.


 




    	 	-20-	 



    	 



    

 


(15)
NEGATIVE COVENANTS. After the date hereof and until all of the Series G Preferred Shares have been converted, redeemed
or otherwise satisfied in full in accordance with their terms, the Company shall not, and the Company shall not permit any of
its Subsidiaries, without the prior written consent of the Required Holders, to directly or indirectly:


 


(a)
incur or guarantee, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness;


 


(b)
allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or
assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, "Liens")
other than Permitted Liens and as set forth on Schedule 3(yy)(i) of the Securities Purchase Agreement;


 


(c)
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or
in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
Indebtedness, whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at
the time such payment is due or is otherwise made or, after giving effect to such payment, an event constituting, or that with
the passage of time and without being cured would constitute, a Triggering Event has occurred and is continuing;


 


(d)
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or
in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
Indebtedness (including, without limitation Permitted Indebtedness) other than as set forth on Schedule 3(yy)(ii) of the
Securities Purchase Agreement;


 


(e)
other than with respect to the Series G Preferred Shares in accordance with the terms of the Certificate of Designations, redeem
or repurchase its Equity Interest (except on a pro rata basis among all holders thereof);


 


(f)
declare or pay any cash dividends or distribution on any Equity Interest of the Company or of its Subsidiaries (other than in
connection with the TRNF Spin-Off);


 


(g)
make, any change in the nature of its business as described in the Company’s most recent Annual Report filed on Form 10-K
with the SEC or modify its corporate structure or purpose, except as contemplated by the TRNF Spin-Off;


 


(h)
encumber, license or otherwise allow any Liens on any Intellectual Property, including, without limitation, any claims for damage
by way of any past, present, or future infringement of any of the foregoing, in each case, other than Permitted Liens;


 




    	 	-21-	 



    	 



    

 


(i)
except as contemplated by the TRNF Spin-Off, enter into, renew, extend or be a party to, any transaction or series of related
transactions (including, without limitation, the purchase, sale, lease, license, transfer or exchange of property or assets of
any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course of business in a manner and
to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration
and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction
with a Person that is not an Affiliate thereof;


 


(j)
issue Series G Preferred Shares (other than as contemplated by the Securities Purchase Agreement), or issue any
other securities that would cause a breach or default under this Certificate of Designations; or


 


(k)
create (by reclassification or otherwise), or authorize the creation of, or issue or obligate itself to issue additional or other
capital stock or securities exchangeable for or convertible or exercisable into capital stock whether such capital stock is Pari
Passu Stock or ranks senior to the Series G Preferred Shares prior and in preference to the Series G Preferred Shares in respect
of the preferences as to distributions, the payment of dividends and payments upon a Liquidation Event.


 


(16)
AFFIRMATIVE COVENANTS. Until all of the Series G Preferred Shares have been converted, redeemed or otherwise satisfied
in full in accordance with their terms, the Company shall, and the Company shall, except with respect to clause (vi) below, cause
each Subsidiary to, unless otherwise agreed to by the Required Holders, directly and indirectly:


 


(a)
maintain and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction
in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary, except in the case that any such failure to so maintain, preserve or comply
has not had and is not reasonably likely to have, a Material Adverse Effect;


 


(b)
maintain and preserve all of its properties which are necessary or useful in the proper conduct of its business in good working
order and condition, ordinary wear and tear excepted, and comply at all times with the provisions of all leases to which it is
a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder, except in
the case that any such failure to so maintain, preserve or comply has not had, and is not reasonably likely to have, a Material
Adverse Effect;


 


(c)
take all action necessary or advisable to maintain all of the Intellectual Property that is necessary or material to the conduct
of its business in full force and effect;


 


(d)
maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive
general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties
leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having
jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar
businesses similarly situated; and


 




    	 	-22-	 



    	 



    

 


(e)
notify the Holders in writing whenever an Equity Conditions Failure occurs, and simultaneously with the delivery of such notice
to the Holder, file a Current Report on Form 8-K with the SEC to state such fact.


 


(17)
VOTE TO CHANGE THE TERMS OF OR ISSUE SERIES G PREFERRED SHARES. In addition to any other rights provided by law, except
where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the
Certificate of Incorporation, the affirmative vote at a meeting duly called for such purpose or the written consent without a
meeting of the Required Holders, voting together as a single class, shall be required before the Company may: (a) amend or repeal
any provision of, or add any provision to, the Certificate of Incorporation or bylaws, or file any articles of amendment, certificate
of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely
alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series G Preferred
Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger,
consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of shares of Series G Preferred
Shares; or (c) amend or waive any provision of the Certificate of Designations with respect to the Series G Preferred Shares.
Any amendment or waiver to this Certificate of Incorporation made in conformity with the provisions of this Section 17 shall be
binding on all Holders. No such amendment or waiver shall be effective to the extent that it applies to less than all of the Holders.


 


(18)
TRANSFER. Series G Preferred Shares and any shares of Common Stock issued upon conversion of the Series G Preferred
Shares may be offered, sold, assigned or transferred by a Holder without the consent of the Company, subject only to the provisions
of Section 2(h) of the Securities Purchase Agreement. Holders shall have the right to transfer and to exercise rights with respect
to fractional Series G Preferred Shares and any redemptions of Series G Preferred Shares by the Company shall be made calculating
the number of applicable Series G Preferred Shares to one thousandth of a Series G Preferred Share.


 


(19)
EQUAL TREATMENT OF HOLDERS. No consideration shall be offered or paid to any of the Holders to amend or waive or modify
any provision of the Series G Preferred Shares, unless the same consideration (other than the reimbursement of legal fees) is
also offered to all of the Holders. This provision constitutes a separate right granted to each of the Holders by the Company
and shall not in any way be construed as the Holders acting in concert or as a group with respect to the purchase, disposition
or voting of securities or otherwise.


 


(20)
GENERAL PROVISIONS.


 


(a)
In addition to the above provisions with respect to Series G Preferred Shares, such Series G Preferred Shares shall be subject
to and be entitled to the benefit of the provisions set forth in the Certificate of Incorporation of the Company with respect
to preferred stock of the Company generally; provided, however, that in the event of any conflict between such provisions,
the provisions set forth in this Certificate of Designations shall control.


 






    	 	-23-	 



    	 



    

 


(b)
Any Series G Preferred Shares which are converted, repurchased or redeemed shall be automatically and immediately cancelled and
shall not be reissued, sold or transferred.


 





(c)
Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice
shall be given in accordance with Section 9(f) of the Securities Purchase Agreement.


 


(21)
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Certificate
of Designations shall be cumulative and in addition to all other remedies available under this Certificate of Designations and
any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit a Holder’s right to pursue actual and consequential damages for any failure by the
Company to comply with the terms of this Certificate of Designations. The Company covenants to each Holder that there shall be
no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein
with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by such Holder
and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that
the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or
threatened breach, the Holders shall be entitled, in addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or other security being required.


 


(22)
CONSTRUCTION; HEADINGS. This Certificate of Designations shall be deemed to be jointly drafted by the Company and all
the Buyers and shall not be construed against any person as the drafter hereof. The headings of this Certificate of Designations
are for convenience of reference and shall not form part of, or affect the interpretation of, this Certificate of Designations.


 


(23)
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of a Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege.


 


(24)
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Closing Bid Price or the Closing Sale Price
or the arithmetic calculation of the Conversion Rate, the Conversion Price or any Redemption Price, the Company shall instruct
the Transfer Agent to issue to such Holder the number of shares of Common Stock that is not disputed and the Company shall submit
the disputed determinations or arithmetic calculations within one (1) Business Day of receipt, or deemed receipt, of the Conversion
Notice or Redemption Notice or other event giving rise to such dispute, as the case may be, to the applicable Holder. If a Holder
and the Company are unable to agree upon such determination or calculation within one (1) Business Day of such disputed determination
or arithmetic calculation being submitted to such Holder, then the Company shall, within one (1) Business Day submit (a) the disputed
determination of the Closing Bid Price or the Closing Sale Price to an independent, reputable investment bank selected by such
Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed, or (b) the disputed
arithmetic calculation of the Conversion Rate, Conversion Price or any Redemption Price to an independent, outside accountant,
selected by such Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. The
Company, at the Company’s expense, shall cause the investment bank or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the applicable Holder of the results no later than five (5) Business
Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 




    	 	-24-	 



    	 



    

 


(25)
NOTICES; PAYMENTS.


 


(a)
Notices. Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein,
such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
Holder with prompt written notice of all actions taken pursuant to this Certificate of Designations, including in reasonable detail
a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company shall give
written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least ten (10) Business Days prior to the date on which the Company
closes its books or takes a record (I) with respect to any dividends or distribution upon the Common Stock, (II) with respect
to any pro rata subscription offer to holders of Common Stock or (III) for determining rights to vote with respect to any Fundamental
Transaction or Liquidation Event, provided that such information shall be made known to the public prior to or in conjunction
with such notice being provided to such Holder.


 


(b)
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations,
such payment shall be made in lawful money of the United States of America via wire transfer of immediately available funds by
providing the Company with prior written notice setting out such request and such Holder’s wire transfer instructions; provided,
that a Holder may elect to receive a payment of cash by a check drawn on the account of the Company and sent via overnight courier
service to such Person at such address as previously provided to the Company in writing (which address, in the case of each of
the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement). Whenever
any amount expressed to be due by the terms of this Certificate of Designations is due on any day which is not a Business Day,
the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Stated Value or other amounts
due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the
Company in an amount equal to interest on such amount at the rate of eighteen percent (18.0%) per annum from the date such amount
was due until the same is paid in full ("Late Charge").


 




    	 	-25-	 



    	 



    

 


(26)
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Certificate of Designations shall be construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Certificate of Designations
shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in The City of New York, Borough of Manhattan, 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 any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. The Company 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 to such party at the address set forth in Section 9(f) of the
Securities Purchase Agreement 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 manner permitted by law.
Nothing contained herein shall be deemed or operate to preclude the Holders from bringing suit or taking other legal action against
the Company in any other jurisdiction to collect on the Company’s obligations to the Holders, to realize on any collateral
or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holders. THE COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(27)
LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of any Series G Preferred Stock Certificates representing the Series G Preferred Shares
(if any), and, in the case of loss, theft or destruction, of any indemnification undertaking by such Holder to the Company in
customary form (but without any obligation to post a surety or other bond) and, in the case of mutilation, upon surrender and
cancellation of the Series G Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s)
representing the outstanding Stated Value; provided, however, the Company shall not be obligated to re-issue preferred
stock certificates if such Holder contemporaneously requests the Company to convert such Series G Preferred Shares into Common
Stock.


 




    	 	-26-	 



    	 



    

 


(28)
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate
of Designations, unless the Company has in good faith determined that the matters relating to such notice do not constitute material,
nonpublic information relating to the Company or its Subsidiaries, the Company shall contemporaneously with any such receipt or
delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that
the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company
so shall indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holders shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its Subsidiaries.


 


(29)
SERIES G PREFERRED SHARE REGISTER. The Company shall maintain at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to the Holders), a register for the Series G Preferred Shares, in which
the Company shall record the name and address of the persons in whose name the Series G Preferred Shares have been issued, as
well as the name and address of each transferee. The Company may treat the Person in whose name any Series G Preferred Share is
registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in
all events recognizing any properly made transfers.


 


(30)
STOCKHOLDER MATTERS. Any stockholder action, approval or consent required, desired or otherwise sought by the Company
pursuant to the rules and regulations of the Principal Market, the DGCL, this Certificate of Designations or otherwise with respect
to the issuance of the Series G Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written
consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance
with the applicable rules and regulations of the Principal Market and the DGCL. This provision is intended to comply with the
applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.


 


(31)
INDEPENDENT NATURE OF HOLDERS’ OBLIGATIONS AND RIGHTS. The rights and obligations of each Holder under any Transaction
Document are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for
the performance of the obligations of any other Holder under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute such Holder
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in
any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising
out of this Certificate of Designations or out of any other Transaction Documents, and it shall not be necessary for any other
Holder to be joined as an additional party in any proceeding for such purpose.


 




    	 	-27-	 



    	 



    

 






(32)
CERTAIN DEFINITIONS. For purposes of this Certificate of Designations, Preferences and Rights of Series G Preferred
Shares of the Company (this “Certificate of Designations”) the following terms shall have the following meanings:


 


(a)
“Affiliate” shall have the meaning ascribed to such term in Rule 405 of the Securities Act.


 


(b)
“Attribution Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any
funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by such Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates
of such Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with such
Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Common Stock would or could be aggregated
with such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the
purpose of the foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.


 


(c)
“Bloomberg” means Bloomberg Financial Markets.


 


(d)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


 


(e)
“Buyers” has the meaning ascribed to such term in the Securities Purchase Agreement.


 


(f)
“Calendar Quarter” means each of: the period beginning on and including January 1 and ending on and including
March 31; the period beginning on and including April 1 and ending on and including June 30; the period beginning on and including
July 1 and ending on and including September 30; and the period beginning on and including October 1 and ending on and including
December 31.


 


(g)
“Change of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or
reclassification of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization,
recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly
traded securities and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving
entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if
other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification or (ii)
pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company.


 




    	 	-28-	 



    	 



    


 


(h)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market 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 or last trade price, respectively, of such security prior to 4:00:00
p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case
may be, of such security on such date shall be the fair market value as mutually determined by the Company and the applicable
Holder. If the Company and such Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved pursuant to Section 24. All such determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination, reclassification or other similar transaction during the applicable calculation period.


 


(i)
“Common Shares” has the meaning ascribed to such term in the Securities Purchase Agreement.


 


(j)
“Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any
share capital into which such Common Stock shall have been changed or any share capital resulting from a reorganization, recapitalization
or reclassification of such Common Stock, excluding shares of Taronis Fuels, Inc. to be issued pursuant to the TRNF Spin-Off.


 




    	 	-29-	 



    	 



    


 


(k)
“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,
of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose
or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such
liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that
the holders of such liability will be protected (in whole or in part) against loss with respect thereto.


 


(l)
“Conversion Shares” means shares of Common Stock issuable by the Company pursuant to the terms of this Certificate
of Designations, including any related dividends and Late Charges so converted or redeemed.


 


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


 


(n)
“Eligible Market” means the Principal Market, The New York Stock Exchange, The Nasdaq
Global Market, The Nasdaq Global Select Market, or the NYSE American.


 


(o)
“Equity Conditions” means each of the following conditions: (i) on each day during Equity Conditions Measuring
Period, all Underlying Shares, including the shares of Common Stock issuable upon conversion of the Conversion Amount that is
subject to the applicable Company Optional Redemption requiring the satisfaction of the Equity Conditions, issued or issuable
without restrictive legends and eligible for immediate sale without restriction or limitation pursuant to pursuant to Rule 144
and Section 3(a)(9) of the Securities Act without the requirement to be in compliance with Rule 144(c)(1) and without the need
for registration under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring
Period, the Common Stock is designated for quotation on the Principal Market or any other Eligible Market and shall not have been
suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or market been threatened
(with delisting reasonably likely to occur after giving effect to all applicable notice, appeal, cure, compliance and hearing
periods), commenced or pending either (A) in writing by such exchange or market or (B) by falling below the then effective minimum
listing maintenance requirements of such exchange or market; (iii) during the Equity Conditions Measuring Period, the Company
shall have delivered shares of Common Stock pursuant to the terms of this Certificate of Designations and shares of Common Stock
upon exercise of the Warrants to the holders on a timely basis as set forth in Section 5(c) hereof and Section 1(a) of the Warrants;
(iv) the shares of Common Stock issuable upon conversion of the Conversion Amount that is subject to the applicable Company Optional
Redemption requiring the satisfaction of the Equity Conditions may be issued in full without violating Section 5(d) hereof and
the rules or regulations of the Principal Market or any other applicable Eligible Market; (v) during the Equity Conditions Measuring
Period, the Company shall not have failed to timely make any payments within five (5) Business Days of when such payment is due
pursuant to any Transaction Document; (vi) during the Equity Conditions Measuring Period, there shall not have occurred either
(A) the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated
or consummated, (B) a Triggering Event or (C) an event that with the passage of time or giving of notice would constitute a Triggering
Event; (vii) the Company shall have no knowledge of any fact that would cause any Underlying Shares, including the shares of Common
Stock issuable upon conversion of the Conversion Amount that is subject to the applicable Company Optional Redemption requiring
the satisfaction of the Equity Conditions, not to be eligible for immediate sale without restriction pursuant to Rule 144 and
Section 3(a)(9) of the Securities Act without the requirement to be in compliance with Rule 144(c)(1); (viii) during the Equity
Conditions Measuring Period, the Company otherwise shall have been in compliance with and shall not have breached any provision,
covenant, representation or warranty of any Transaction Document in any respect; (ix) during the Equity Conditions Measuring Period,
such Holder shall not be in possession of any unsolicited material, nonpublic information received from the Company, any Subsidiary
or its respective agent or affiliates; (x) the shares of Common Stock issuable upon conversion of the Conversion Amount that is
subject to the applicable Company Optional Redemption requiring the satisfaction of the Equity Conditions are duly authorized
and listed and eligible for trading without restriction on an Eligible Market; and (xi) the average daily dollar trading volume
of the Common Stock as reported by Bloomberg during the twenty (20) Trading Days immediately prior to the applicable date of determination
shall be at least twenty percent (20%) of the Stated Value of the then outstanding Series G Preferred Shares.


 




    	 	-30-	 



    	 



    


 


(p)
“Equity Conditions Failure” means that on any applicable date of determination, the Equity Conditions have
not each been satisfied or waived in writing by such Holder; provided, however, that the Equity Condition set forth
in clause (iv) of such definition is not waivable by any Holder.


 


(q)
“Equity Conditions Measuring Period” means each day during the period beginning thirty (30) Trading Days immediately
prior to the applicable date of determination and ending on and including the applicable date of determination.


 


(r)
“Equity Interests” means (a) all shares of capital stock (whether denominated as common capital stock or preferred
capital stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or
other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual),
whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants,
Options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible,
exchangeable or exercisable.


 


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


 




    	 	-31-	 



    	 



    


 


(t)
“Fundamental Transaction” means (i) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (a) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (b) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (c) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (1) 50% of the outstanding shares of Common Stock, (2) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;
or (3) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (d) consummate a share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby such Subject Entities, individually or in the aggregate, acquire, either (1) at least
50% of the outstanding shares of Common Stock, (2) at least 50% of the outstanding shares of Common Stock calculated as if any
shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party
to, such stock purchase agreement or other business combination were not outstanding; or (3) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of
at least 50% of the outstanding shares of Common Stock, or (e) reorganize, recapitalize or reclassify its Common Stock, (ii) that
the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions,
allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (a) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock, (b) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held
by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (c) a percentage of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory
short form merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without
approval of the stockholders of the Company or (iii) that the Company shall directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary
to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment
of such instrument or transaction. Notwithstanding anything to the contrary contained herein, the TRNF Spin-Off shall not constitute
a Fundamental Transaction or a Change of Control.


 




    	 	-32-	 



    	 



    


 


(u)
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(v)
“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined
in Rule 13d-5 thereunder.


 


(w)
“Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services, including (without limitation) “capital
leases” in accordance with GAAP (other than trade payables entered into in the ordinary course of business consistent with
past practice), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar
instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any
conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or
assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement
in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing
or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as
a capital lease, (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, deed of trust, lien, pledge, charge,
security interest or other encumbrance of any nature whatsoever in or upon any property or assets (including accounts and contract
rights) with respect to any asset or property owned by any Person, even though the Person which owns such assets or property has
not assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness
or obligations of others of the kinds referred to in clauses (i) through (vii) above.


 




    	 	-33-	 



    	 



    


 


(x)
“Intellectual Property” has the meaning ascribed to such term in the Securities Purchase Agreement.


 


(y)
“Lead Investor” means Empery Asset Master Fund, Ltd.


 


(z)
“Liquidation Event” means the voluntary or involuntary liquidation, dissolution or winding up of the Company
or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and
its Subsidiaries taken as a whole, in a single transaction or series of transactions, or adoption of any plan for the same.


 


(aa)
“Material Adverse Effect” has the meaning ascribed to such term in the Securities Purchase Agreement.


 


(bb)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(cc)
“Permitted Indebtedness” means (i) trade payables incurred in the ordinary course of business consistent with
past practice and (ii) Indebtedness secured by Permitted Liens described in clauses (iv) of the definition of Permitted Liens.


 


(dd)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by
appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising
in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in
the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good
faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries
to secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or
lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined
solely to the property so acquired and improvements thereon, and the proceeds of such equipment, (v) Liens incurred in connection
with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above, provided
that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal
amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) leases or subleases and licenses and
sublicenses granted to others in the ordinary course of the Company’s business, not interfering in any material respect
with the business of the Company and its Subsidiaries taken as a whole, (vii) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payments of custom duties in connection with the importation of goods and (viii) Liens arising
from judgments, decrees or attachments in circumstances not constituting a Triggering Event under Section 6(a)(ix).


 




    	 	-34-	 



    	 



    


 






 


(ee) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(ff) “Principal
Market” means The Nasdaq Capital Market.


 


(gg) “Pro
Rata Amount” means a fraction (i) the numerator of which is the number of Series G Preferred Shares held by the applicable
Holder at the applicable time of determination and (ii) the denominator of which is the number of Series G Preferred Shares outstanding
at the applicable time of determination.


 


(hh) “Redemption
Dates” means, collectively, the Event of Default Redemption Dates, the Change of Control Redemption Dates, the Holder
Optional Redemption Dates and the Company Optional Redemption Date, as applicable, each of the foregoing, individually, a Redemption
Date.


 


(ii) “Redemption
Notices” means, collectively, the Event of Default Redemption Notices, the Change of Control Redemption Notices, the
Holder Optional Redemption Notices and the Company Optional Redemption Notice, each of the foregoing, individually, a Redemption
Notice.


 


(jj) “Redemption
Prices” means, collectively, the Event of Default Redemption Prices, the Change of Control Redemption Prices, the Holder
Optional Redemption Prices and the Company Optional Redemption Price, each of the foregoing, individually, a Redemption Price.


 


(kk) “Required
Holders” means the Holders representing at least a majority of the aggregate Series G Preferred Shares then outstanding
and shall include the Lead Investor so long as the Lead Investor or any of its Affiliates is a Holder.


 


(ll) “SEC”
means the United States Securities and Exchange Commission.


 


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


 


(nn) “Securities
Purchase Agreement” means that certain securities purchase agreement dated as of the Subscription Date by and among
the Company and the investors listed on the signature pages attached thereto pursuant to which the Company issued the Common Shares,
Series G Preferred Shares and Warrants, as amended from time to time.


 


(oo) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the principal securities
exchange or securities market on which the Common Stock is then traded as in effect on the date of delivery of the applicable
Conversion Notice.





 






    	 	-35-	 



    	 



    

 


(pp) “Stated
Value” means $1,000 per Series G Preferred Share.


 


(qq) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(rr) “Subscription
Date” means November 13, 2019.


 


(ss) “Subsidiary”
has the meaning ascribed to such term in the Securities Purchase Agreement.


 


(tt) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock on such day, then on the principal securities exchange or securities market on which
the Common Stock is then traded.


 


(uu) “Transaction
Documents” has the meaning ascribed to such term in the Securities Purchase Agreement.


 


(vv) “TRNF
Spin-Off” means the Company’s previously announced stock dividend to each holder of Common Stock of the Company
of five (5) shares of common stock of Taronis Fuels, Inc. for each share of Common Stock of the Company held by stockholders of
the Company from November 29, 2019 through and including the distribution date of such securities, currently contemplated to be
December 5, 2019.


 


(ww) “Underlying
Securities” means all Common Shares, all shares of Common Stock issued and issuable pursuant to the terms of this Certificate
of Designations and upon exercise of the Warrants (in each case, without giving effect to any limitation on conversion or exercise
set forth herein and in the Warrants).


 


(xx) “Warrants”
has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange
therefor or replacement thereof.


 


*
* * * *


 






    	 	-36-	 



    	 



    







 


IN
WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by Scott Mahoney, its Chief Executive Officer,
as of the 13th day of November, 2019.


 


	 	TARONIS
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	 	Name:
    Scott Mahoney
	 	 	Title:
    Chief Executive Officer


 






    	 	-37-	 



    	 



    

 


EXHIBIT
I


 


TARONIS
TECHNOLOGIES, INC.


 


CONVERSION
NOTICE


 


Reference
is made to the Certificate of Designations, Preferences and Rights of Series G Convertible Preferred Stock of Taronis Technologies,
Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations,
the undersigned hereby elects to convert the number of shares of Series G Convertible Preferred Stock, par value $0.001 per share
(the “Series G Preferred Shares”), of Taronis Technologies, Inc., a Delaware corporation (the “Company”),
indicated below into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company,
as of the date specified below.


 


Date
of Conversion: ________________________________________________________


 


Number
of Series G Preferred Shares to be converted or number of Conversion Shares to be issued upon conversion:: _____________________________________________________________________


 


Stock
certificate no(s). of Series G Preferred Shares to be converted:_________________


 


Tax
ID Number (If applicable): ______________________________________________


 


Please
confirm the following information: _____________________________________________


 


Conversion
Price:_________________________________________________________


 


Conversion
of Initial Unrestricted Amount: [  ]


 


Conversion
of Other Unrestricted Amount: [  ]


 


If
number of Series G Preferred Shares is provided above, number of shares of Common Stock to be issued: :_________________________________________________________


 


Percentage
of conversion to constitute Initial Unrestricted Amount: _________________


 


Percentage
of conversion to constitute Other Unrestricted Amount: _________________


 


Please
issue the Common Stock into which the Series G Preferred Shares are being converted to the Holder, or for its benefit, as follows:


 






    	 	-38-	 



    	 



    

 


[  ] Check
here if requesting delivery as a certificate to the following name and to the following address:


 


Issue
to:_________________________________________


_________________________________________


 


Address:
_________________________________________


 


Telephone
Number: ________________________________


 


Facsimile
Number and Electronic Mail: ________________


 


[  ] Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


DTC
Participant: _________________________________________


 


DTC
Number: _________________________________________


 


Account
Number: ________________________________


 


Authorization:________________________________


 


	 	By: 	 	 
	 	Title:	 	 
	 	 	 	 
	 	Dated:	 	 


 


Account
Number (if electronic book entry transfer):________________________________


 


Transaction
Code Number (if electronic book entry transfer):_________________________


 


[NOTE
TO HOLDER — THIS FORM MUST BE SENT CONCURRENTLY TO TRANSFER AGENT]


 






    	 	-39-	 



    	 



    

 





ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Conversion Notice and hereby directs Corporate Stock Transfer, Inc. to issue the above indicated
number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated November 15, 2019 from the
Company and acknowledged and agreed to by Corporate Stock Transfer, Inc.


 





	 	TARONIS
    TECHNOLOGIES, INC.











 


	 	By:	 
	 	Name:	 
	 	Title: