Exhibit
4.1


 


CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE

SERIES A-1 CONVERTIBLE PREFERRED STOCK OF

TRULI MEDIA GROUP, INC.


 


The
undersigned, Miles Jennings, Chief Executive Officer of Truli Media Group, Inc. (the “Corporation”), a corporation
organized and existing under the Delaware General Corporation Law (“DGCL”), in accordance with the provisions
of Section 151 of the DGCL, does hereby certify:


 


That
pursuant to the authority expressly conferred upon the Board of Directors of the Corporation (the “Board of Directors”)
by the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the
Board of Directors, by unanimous written consent of its directors pursuant to Section 141(f) of the DGCL, on May 18, 2018, adopted
the following resolutions in connection with designating shares of stock as Series A-1 Convertible Preferred Stock, none of which
shares have been issued:


 


RESOLVED,
that the Board of Directors designates the Series A-1 Convertible Preferred Stock and the number of shares constituting such series,
and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in
the Certificate of Incorporation as follows:


 


TERMS
OF SERIES A-1 CONVERTIBLE PREFERRED STOCK


 


1.
Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of the Corporation
designated as “Series A-1 Convertible Preferred Stock” (the “Preferred Shares”). The authorized
number of Preferred Shares shall be 600,000 shares. Each Preferred Share shall have a par value of $0.0001. Capitalized terms
not defined herein shall have the meaning as set forth in Section 30 below.


 


2.
Ranking. Except to the extent that the holders of at least a majority of the outstanding Preferred Shares which shall include
[****] (“[****]”) as long as it owns at least five percent (5%) of the Preferred Shares (the “Required
Holders”) expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined
below) in accordance with Section 15, all shares of capital stock of the Corporation shall be junior in rank to all Preferred
Shares with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding
up of the Corporation (such junior stock is referred to herein collectively as “Junior Stock”). The rights
of all such shares of capital stock of the Corporation shall be subject to the rights, powers, preferences and privileges of the
Preferred Shares. Without limiting any other provision of this Certificate of Designations, without the prior express consent
of the Required Holders, voting separate as a single class, the Corporation shall not hereafter authorize or issue any additional
or other shares of capital stock that is (i) of senior rank to the Preferred Shares in respect of the preferences as to dividends,
distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Senior
Preferred Stock”), (ii) of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions
and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Parity Stock”)
or (iii) any Junior Stock having a maturity date (or any other date requiring redemption or repayment of such shares of Junior
Stock) that is prior to the date no Preferred Shares remain outstanding. Except as provided for herein, in the event of the merger
or consolidation of the Corporation into another corporation, the Preferred Shares shall maintain their relative rights, powers,
designations, privileges and preferences provided for herein for a period of at least two years following such merger or consolidation
and no such merger or consolidation shall cause result inconsistent therewith.


 



     


     


    

 


3.
Dividends and Distributions.


 


(a)
Accrual and Payment of Dividends. From and after the Closing Date, cumulative dividends on each Preferred Share shall accrue,
on a quarterly basis in arrears, at the rate of 10% per annum on the Stated Value, plus the Additional Amount thereon. All accrued
dividends on each Preferred Share shall be paid in cash upon the earlier of: (a) the Redemption Date or (b) upon the occurrence
of an investment of capital by a Person other than a Holder of a Preferred Share.


 


(b)
Participating Dividends. Each Holder of Preferred Shares shall be entitled to receive dividends or distributions on each
Preferred Share on an “as converted” into Common Stock basis as provided in Section 4 hereof when and if dividends
are declared on the Common Stock by the Board of Directors. Dividends shall be paid in cash or property, as determined by the
Board of Directors.


 


4.
Conversion. At any time after the Closing Date, each Preferred Share shall be convertible into validly issued, fully paid
and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 4.


 


(a)
Holder’s Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Closing
Date, each Holder shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly
issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined
below). The Corporation 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 Corporation shall round such fraction of a share of Common Stock
up to the nearest whole share. The Corporation shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses
(including fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery
of Common Stock upon conversion of any Conversion Amount (as defined below).


 


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


 


(i)
“Conversion Amount” means, with respect to each Preferred Share, as of the applicable date of determination,
the sum of (1) the Stated Value thereof plus (2) the Additional Amount thereon and any accrued and unpaid Late Charges with respect
to such Stated Value and Additional Amount as of such date of determination.


 



    	 	2	 



     


    

 


(ii)
“Conversion Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of
determination, $0.005, subject to adjustment as provided herein.


 


(c)
Mechanics of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:


 


(i)
Optional Conversion. To convert a Preferred Share into shares of Common Stock on any date after the Closing Date (a “Conversion
Date”), a Holder shall deliver (via, electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York
time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion
in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Corporation. If required
by Section 4(c)(iii), within three (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder
shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates
representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification
undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 17).
On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Corporation shall
transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt
of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer Agent”),
which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with
the terms herein. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or
such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade
initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share
Delivery Deadline”), the Corporation shall (1) provided that the Transfer Agent is participating in The Depository Trust
Corporation’s (“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 (2) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such 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 Preferred Shares represented by the Preferred Share Certificate(s) submitted for
conversion pursuant to Section 4(c)(iii) is greater than the number of Preferred Shares being converted, then the Corporation
shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s)
and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate (in accordance with
Section 17(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares
of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders
of such shares of Common Stock on the Conversion Date.


 



    	 	3	 



     


    

 


(ii)
Corporation’s Failure to Timely Convert. If the Corporation shall fail, for any reason or for no reason, on or prior
to the applicable Share Delivery Deadline, to issue to such Holder a certificate for the number of shares of Common Stock to which
such Holder is entitled and register such shares of Common Stock on the Corporation’s share register or to credit such Holder’s
or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon
such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then,
in addition to all other remedies available to such Holder, (X) the Corporation shall pay in cash to such Holder on each day after
the Share Delivery Deadline and during such Conversion Failure an amount equal to 2% of the product of (A) the sum of the number
of shares of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled,
multiplied by (B) the closing price of the Common Stock on the applicable Conversion Date and ending on the applicable Share Delivery
Deadline, and (Y) such Holder, upon written notice to the Corporation, may void its Conversion Notice with respect to, and retain
or have returned, as the case may be, all, or any portion, of such Preferred Shares that has not been converted pursuant to such
Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Corporation’s obligations to make
any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(ii) or otherwise. In addition to
the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, the Corporation shall fail to issue and deliver to such Holder (or its designee) a certificate and
register such shares of Common Stock on the Corporation’s share register or, if the Transfer Agent is participating in the
DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of such Holder or
such Holder’s designee with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s
exercise hereunder or pursuant to the Corporation’s obligation pursuant to clause (II) below and if on or after such Share
Delivery Deadline such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by such Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common
Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that such Holder so is
entitled to receive from the Corporation, then, in addition to all other remedies available to such Holder, the Corporation shall,
within three (3) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I)
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 (including by any other Person in respect, or on behalf,
of such Holder) (the “Buy-In Price”), at which point the Corporation’s obligation to so issue and deliver
such certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such
Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock)
shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing
such shares of Common Stock or credit such Holder’s balance account with DTC for the number of shares of Common Stock to
which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in
an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied
by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable
Conversion Notice and ending on the date of such issuance and payment under this clause (ii).


 



    	 	4	 



     


    

 


(iii)
Registration; Book-Entry. The Corporation shall maintain a register (the “Register”) for the recordation
of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares (the “Registered
Preferred Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error.
The Corporation and each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the
owner of a Preferred Share for all purposes (including the right to receive payments and dividends hereunder) notwithstanding
notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment
or sale on the Register. Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred Shares
by such Holder thereof, the Corporation shall record the information contained therein in the Register and issue one or more new
Registered Preferred Shares in the same aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Shares
to the designated assignee or transferee pursuant to Section 17, provided that if the Corporation does not so record an assignment,
transfer or sale (as the case may be) of such Registered Preferred Shares within two (2) Business Days of such a request, then
the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding
anything to the contrary set forth in this Section 4, following conversion of any Preferred Shares in accordance with the
terms hereof, the applicable Holder shall not be required to physically surrender such Preferred Shares to the Corporation unless
(A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted
(in which event such certificate(s) shall be delivered to the Corporation as contemplated by this Section 4(c)(iii)) or (B) such
Holder has provided the Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting
reissuance of Preferred Shares upon physical surrender of the applicable Preferred Share Certificate. Each Holder and the Corporation
shall maintain records showing the 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) or shall use such other method, reasonably satisfactory to such
Holder and the Corporation, so as not to require physical surrender of a Preferred Share Certificate upon conversion. If the Corporation
does not update the Register 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
Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records
of such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative
in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree
that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares
represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share
Certificate shall bear the following legend:


 


ANY
TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS
RELATING TO THE SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE
NUMBER OF SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES
A-1 PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE
SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.


 


(iv)
Pro Rata Conversion; Disputes. In the event that the Corporation receives a Conversion Notice from more than one Holder
for the same Conversion Date and the Corporation can convert some, but not all, of such Preferred Shares submitted for conversion,
the Corporation shall convert from each Holder electing to have Preferred Shares converted on such date a pro rata amount of such
Holder’s Preferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion
on such date by such Holder relative to the aggregate number of 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 Preferred
Shares, the Corporation shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute
in accordance with Section 21.


 



    	 	5	 



     


    

 


(d) 
Limitation on Beneficial Ownership. The Corporation shall not effect the conversion of any of the Preferred Shares held
by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the
terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never
made, to the extent that after giving effect to such conversion, such Holder would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion (which provision
may be waived by such Holder by written notice from such Holder to the Corporation, which notice shall be effective 61 calendar
days after the date of such notice). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such Holder shall include the number of shares of Common Stock held by such Holder plus the number of shares of Common
Stock issuable upon conversion of the 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 Preferred
Shares beneficially owned by such Holder and (B) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Corporation (including any convertible notes, convertible preferred stock or warrants, including the Warrants)
beneficially owned by such Holder subject to a limitation on conversion or exercise analogous to the limitation contained in this
Section 4(d). For purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of
the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion
of such 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 Corporation’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
Corporation or (z) any other written notice by the Corporation or the Transfer Agent, if any, setting forth the number of shares
of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Corporation 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 Corporation 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 4(d), to exceed the Maximum Percentage, such Holder must notify the Corporation 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 Corporation shall within one (1) Business 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 Corporation, including such Preferred Shares,
by such Holder 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 Preferred Shares results in such Holder 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 1934 Act), the number of shares so issued by which such Holder’s 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. For purposes of clarity, the shares of Common
Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall
not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)
of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) 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 4(d) or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The provisions of this Section 4(d) shall be of no further force or effect if the
Holder participates in a subsequent transaction with the Corporation which results in the Holder beneficially owning in excess
of 4.99% of the number of shares of the Common Stock outstanding which shall include securities convertible into Common Stock
which do not contain a beneficial ownership limitation.


 



    	 	6	 



     


    

 


5.
Reserved.


 


6.
Redemptions.


 


(a)
Redemption upon Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that
is then required or in process, upon any Triggering Event, a Holder may, at such Holder’s option, cause the Corporation
to immediately redeem, in cash, each of the Preferred Shares then outstanding at a redemption price (the “Triggering
Event Redemption Price”) equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied
by (B) the Redemption Premium and (ii) the product of (X) the Conversion Rate then in effect with respect to the Conversion Amount
multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the lowest closing sale price of the Common Stock
on any Trading Day during the twenty (20) consecutive Trading Day period immediately preceding such Triggering Event at a discount
rate of 30%.


 


(b)
Holder Optional Redemption after Maturity Date. At any time on or after the Maturity Date, a Holder may, at such Holder’s
option, cause the Corporation, to immediately redeem, in cash, all or some of the Preferred Shares then outstanding at a redemption
price equal to the Conversion Amount of such Preferred Shares (the “Maturity Redemption Price”).


 



    	 	7	 



     


    

 


(c)
Redemption Mechanics. To cause the Corporation to redeem all or some of the Preferred Shares pursuant to Section 6(a) or
Section 6(b), a Holder shall deliver (via, electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time,
on such date (a “Redemption Date”), a copy of an executed notice of redemption of all or some of the Preferred
Shares held by the Holder in the form attached hereto as Exhibit III (the “Redemption Notice”) to the
Corporation. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time a Holder is
entitled to receive a cash payment under any of the other Transaction Documents, at the option of such Holder delivered in writing
to the Corporation, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to such
Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the
Corporation’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of
the Preferred Shares, the Corporation shall promptly cause to be issued and delivered to such Holder a new Preferred Share Certificate
(in accordance with Section 17) representing the number of Preferred Shares which have not been redeemed. In the event that the
Corporation does not pay the applicable Redemption Price to a Holder within the time period required for any reason (including
to the extent such payment is prohibited pursuant to the DGCL), at any time thereafter and until the Corporation pays such unpaid
Redemption Price in full, such Holder shall have the option, in lieu of redemption, to require the Corporation to promptly return
to such Holder all or any of the Preferred Shares that were submitted for redemption and for which the applicable Redemption Price
(together with any Late Charges thereon) has not been paid. Upon the Corporation’s receipt of such notice, (x) the applicable
Redemption Notice shall be null and void with respect to such Preferred Shares, and (y) the Corporation shall immediately return
the applicable Preferred Share Certificate, or issue a new Preferred Share Certificate (in accordance with Section 17(d)), to
such Holder, and in each case the Additional Amount of such Preferred Shares shall be increased by an amount equal to the difference
between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to Section 6(b), if applicable) minus
(2) the Stated Value portion of the Conversion Amount submitted for redemption.


 


(d)
Redemption by Multiple Holders. Upon the Corporation’s receipt of a Redemption 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(a)
or Section 6(b), the Corporation shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to
each other Holder by electronic mail a copy of such notice. If the Corporation receives one or more Redemption Notices, during
the seven (7) Business Day period beginning on and including the date which is three (3) Business Days prior to the Corporation’s
receipt of the initial Redemption Notice and ending on and including the date which is three (3) Business Days after the Corporation’s
receipt of the initial Redemption Notice and the Corporation is unable to redeem all principal, interest and other amounts designated
in such initial Redemption Notice and such other Redemption Notices received during such seven (7) Business Day period, then the
Corporation shall redeem a pro rata amount from each Holder based on the principal amount of the Preferred Shares submitted for
redemption pursuant to such Redemption Notices received by the Corporation during such seven (7) Business Day period.


 



    	 	8	 



     


    

 


7.
Rights Upon Issuance of Purchase Rights and Other Corporate Events.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 8 and 9 below, if at any time the Corporation grants,
issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then
each Holder 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 all the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of the Preferred
Shares) held by such Holder 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, to the extent that such Holder’s right to participate
in any such Purchase Right would result in such Holder exceeding the Maximum Percentage, then such Holder shall not be entitled
to participate in such Purchase Right to the extent of the Maximum Percentage (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 the extent of any such excess)
and such Purchase Right to such extent shall be held in abeyance for such Holder until such time or times , if ever, as its right
thereto would not result in such Holder 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.


 


(b)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Corporation shall
make appropriate provision to insure that each Holder will thereafter have the right to receive upon a conversion of all the Preferred
Shares held by such Holder (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other
assets to which such Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock
been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions
on the convertibility of the Preferred Shares contained in this Certificate of Designations) or (ii) in lieu of the shares of
Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common
Stock in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive
had the Preferred Shares held by such Holder initially been issued with conversion rights for the form of such consideration (as
opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. The provision
made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section
7 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the
conversion or redemption of the Preferred Shares contained in this Certificate of Designations. “Fundamental Transaction”
means the occurrence of the Corporation (i) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in
one or more related transactions, (A) consolidating or merging with or into (whether or not the Corporation is the surviving corporation)
another Person, (B) selling, assigning, transferring, conveying or otherwise disposing of all or substantially all of the properties
or assets of the Corporation or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X)
to one or more Persons, (C) making, or allowing one or more Persons to make, or allowing the Corporation to be subject to or have
its Common Stock be subject to or party to one or more Persons making, a purchase, tender or exchange offer that is accepted by
the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common
Stock calculated as if any shares of Common Stock held by all Persons making or party to, or Affiliated with any Persons making
or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that
all Persons making or party to, or Affiliated with any Person making or party to, such purchase, tender or exchange offer, become
collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of
Common Stock, (D) consummating a stock or share purchase agreement or other business combination (including a reorganization,
recapitalization, spin-off or scheme of arrangement) with one or more Persons whereby all such Persons, individually or in the
aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares
of Common Stock calculated as if any shares of Common Stock held by all the Persons making or party to, or Affiliated with any
Persons making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number
of shares of Common Stock such that the Persons become collectively the beneficial owners (as defined in Rule 13d-3 under the
1934 Act) of at least 50% of the outstanding shares of Common Stock, or (E) reorganize, recapitalize or reclassify its Common
Stock.


 



    	 	9	 



     


    

 


8.
Rights Upon Issuance of Other Securities.


 


(a)
Adjustment of Conversion Price upon Issuance of Common Stock. If on or after the Subscription Date the Corporation issues
or sells, or in accordance with this Section 8(a) is deemed to have issued or sold, any shares of Common Stock, including the
issuance or sale of shares of Common Stock owned or held by or for the account of the Corporation, but excluding any Excluded
Securities (issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”)
less than a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such
Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive
Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to
the New Issuance Price. For all purposes of the foregoing (including determining the adjusted Conversion Price and the New Issuance
Price under this Section 8(a)), the following shall be applicable:


 


(i)
Issuance of Options. If the Corporation in any manner grants or sells any Options and the lowest price per share for which
one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Corporation at the time of the granting or sale of such Option for such price per share. For purposes of this Section 8(a)(i),
the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon
conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant
to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Corporation with respect to any one share of Common Stock upon the granting or sale of such Option, upon
exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option
or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common
Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or
payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant
to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder
of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made
upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or
otherwise pursuant to the terms thereof or upon the actual issuance of such share of Common Stock upon conversion, exercise or
exchange of such Convertible Securities.


 


(ii)
Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the
lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible
Securities for such price per share. For purposes of this Section 8(a)(ii), the “lowest price per share for which one share
of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Corporation
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise
or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or
otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security
(or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received
or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated
below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon
conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issue
or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price has been
or is to be made pursuant to other provisions of this Section 8(a), except as contemplated below, no further adjustment of the
Conversion Price shall be made by reason of such issue or sale.


 



    	 	10	 



     


    

 


(iii)
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional
consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases
at any time, the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price
which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased
purchase price, additional consideration or increased or decreased conversion rate (as the case may be) at the time initially
granted, issued or sold. For purposes of this Section 8(a)(iii), if the terms of any Option or Convertible Security that was outstanding
as of the Subscription Date are increased or decreased in the manner described in the immediately preceding sentence, then such
Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall
be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(a) shall be
made if such adjustment would result in an increase of the Conversion Price then in effect.


 


(iv)
Calculation of Consideration Received. If any Option and/or Convertible Security is issued in connection with the issuance
or sale or deemed issuance or sale of any other securities of the Corporation (as determined by the Required Holders, the “Primary
Security”, and such Option and/or Convertible Security, the “Secondary Securities”), together comprising
one integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities
of the Corporation either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to
each other and/or (C) are consummated under the same plan of financing), the consideration per share of Common Stock with respect
to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of
Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to Section 8(a)(i) or 8(a)(ii) above,
as applicable) solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (A)
the Consideration Value of each such Option, if any, (B) the fair market value (as determined by the Required Holders in good
faith) or the Consideration Value, as applicable, and (C) the fair market value (as determined by the Required Holder) of such
Convertible Security, if any, in each case, as determined on a per share basis in accordance with this Section 8(a)(iv). If any
shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the
consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible
Security) will be deemed to be the net amount of consideration received by the Corporation therefor. If any shares of Common Stock,
Options or Convertible Securities are issued or sold for a consideration other than cash (for the purpose of determining the consideration
paid for such Common Stock, Option or Convertible Security), the amount of such consideration received by the Corporation will
be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case
the amount of consideration received by the Corporation for such securities will be the average VWAP of such security for the
five (5) Trading Day period immediately preceding the date of receipt. The fair value of any consideration other than cash or
publicly traded securities will be determined jointly by the Corporation and the Required Holders. If such parties are unable
to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),
the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following
such Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The
determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of
such appraiser shall be borne by the Holders.


 



    	 	11	 



     


    

 


(v)
Record Date. If the Corporation takes a record of the holders of shares of Common Stock for the purpose of entitling them
(A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B)
to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to
be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the
case may be).


 


(b)
Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this
Section 8(b) or the Securities Purchase Agreement, if the Corporation in any manner issues or sells or enters into any agreement
to issue or sell, any Common Stock, Options or Convertible Securities (any such securities, “Variable Price Securities”)
that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock pursuant
to such Options or Convertible Securities, as applicable, at a price which varies with the market price of the shares of Common
Stock (the “Variable Price”), the Corporation shall provide written notice thereof via (i) electronic mail
or (ii) overnight courier to each Holder on the date of such agreement and/or the issuance of such shares of Common Stock, Convertible
Securities or Options, as applicable. From and after the date the Corporation enters into such agreement or issues any such Variable
Price Securities, each Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable
Price for the Conversion Price upon conversion of the Preferred Shares by designating in the Conversion Notice delivered upon
any conversion of Preferred Shares that solely for purposes of such conversion such Holder is relying on the Variable Price rather
than the Conversion Price then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of
Preferred Shares shall not obligate such Holder to rely on a Variable Price for any future conversions of Preferred Shares; provided;
further, that the provisions of this Section 8(b) shall not apply to any Excluded Securities.


 



    	 	12	 



     


    

 


(c)
Calculations. All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned
or held by or for the account of the Corporation, and the disposition of any such shares shall be considered an issue or sale
of Common Stock.


 


(d)
Voluntary Adjustment by Corporation. The Corporation may at any time while any Preferred Shares remain outstanding, with
the prior 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 of Directors.


 


(e)
Excluded Securities. No adjustments contained in this Section 8 shall be made upon the sale or issuance of any Excluded
Securities sold or deemed to have been sold.


 


(f)
Termination. The provisions of this Section 8 shall terminate and be of no further force or effect on the earlier of: (A)
the two (2) year anniversary of the Closing Date and (B) ninety (90) days following the effective date of any transaction resulting
in a merger or consolidation of the Corporation with or into another corporation that is not an Affiliate.


 


9.
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section
8(a), if the Corporation at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination,
recapitalization or other similar transaction) 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. Without limiting
any provision of Section 8(a), if the Corporation at any time on or after the Subscription Date combines (by any stock split,
stock dividend, stock combination, recapitalization or other similar transaction) 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 pursuant to this Section 9 shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this Section 9 occurs during the period that a
Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect
such event.


 


10.
Noncircumvention. The Corporation hereby covenants and agrees that the Corporation 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 the provisions of this Certificate
of Designations and take all action as may be required to protect the rights of the Holders. Without limiting the generality of
the foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Corporation (a)
shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the
Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Corporation
may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and
(c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its
authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the
maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares
then outstanding (without regard to any limitations on conversion contained herein).


 



    	 	13	 



     


    

 


11.
Authorized Shares.


 


(a)
Reservation. So long as any Preferred Shares remain outstanding, the Corporation shall at all times reserve at least three
(3) times the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the
Preferred Shares then outstanding and the exercise of all warrants then outstanding (without regard to any limitations on conversions)
(the “Required Reserve Amount”). The Required Reserve Amount (including each increase in the number of shares
so reserved) shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on
the Subscription Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).
In the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall
be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated
to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata
based on the number of the Preferred Shares then held by the Holders.


 


(b)
Insufficient Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, while any of the Preferred
Shares remain outstanding the Corporation 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 Preferred Shares at least a number of shares of Common
Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Corporation shall immediately
take all action necessary to increase the Corporation’s authorized shares of Common Stock to an amount sufficient to allow
the Corporation to reserve the Required Reserve Amount for the 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 ninety (90) days after the occurrence of such Authorized Share Failure, the Corporation 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 Corporation 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. In lieu of a meeting of stockholders, the Corporation may effect such action by written consent
in accordance with Section 14(c) of the 1934 Act. Except as provided in the first sentence of Section 11(a), in the event that
the Corporation is prohibited from issuing shares of Common Stock to a Holder upon any conversion due to the failure by the Corporation
to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable
number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure
Shares to such Holder, the Corporation shall pay cash in exchange for the redemption of such portion of the Conversion Amount
convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized
Failure Shares and (y) the average closing sale prices of the Common Stock on the Trading Days during the period commencing on
the date such Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Corporation
and ending on the date of such issuance under this Section 111(a). Nothing contained in this Section shall limit any obligations
of the Corporation under any provision of the Securities Purchase Agreement.


 



    	 	14	 



     


    

 


12.
Voting Rights. Subject to Section 4(d) and the Maximum Percentage, 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 Preferred Shares would be convertible on the
record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights
and powers of the Common Stock. To the extent that under the DGCL the vote of the holders of the Preferred Shares, voting separately
as a class or series as applicable, is required to authorize a given action of the Corporation, the affirmative vote or consent
of the holders of all of the shares of the Preferred Shares, voting together in the aggregate and not in separate series unless
required under the DGCL, represented at a duly held meeting at which a quorum is presented or by written consent of the Required
Holders (except as otherwise may be required under the DGCL), voting together in the aggregate and not in separate series unless
required under the DGCL, shall constitute the approval of such action by both the class or the series, as applicable. Subject
to Section 4(d), to the extent that under the DGCL holders of the Preferred Shares are entitled to vote on a matter with holders
of shares of Common Stock, voting together as one class, each Preferred Share shall entitle the holder thereof to cast that number
of votes per share as is equal to the number of shares of Common Stock into which it is then convertible (subject to the ownership
limitations specified in Section 4(d) hereof and the Maximum Percentage) using the record date for determining the stockholders
of the Corporation eligible to vote on such matters as the date as of which the Conversion Price is calculated. Holders of the
Preferred Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials
and other information sent to stockholders) with respect to which they would be entitled by vote, which notice would be provided
pursuant to the Corporation’s bylaws and the DGCL.


 


13.
Liquidation, Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in
cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders
(the “Liquidation Funds”), before any amount shall be paid to the holders of any of shares of Junior Stock,
but pari passu with any Parity Stock then outstanding, an amount per Preferred Share equal to the greater of (A) the Conversion
Amount thereof on the date of such payment and (B) the amount per share such Holder would receive if such Holder converted such
Preferred Shares into Common Stock immediately prior to the date of such payment, provided that if the Liquidation Funds are insufficient
to pay the full amount due to the Holders and holders of shares of Parity Stock, then each Holder and each holder of Parity Stock
shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder and such
holder of Parity Stock as a liquidation preference, in accordance with their respective certificate of designations (or equivalent),
as a percentage of the full amount of Liquidation Funds payable to all holders of Preferred Shares and all holders of shares of
Parity Stock. To the extent necessary, the Corporation shall cause such actions to be taken by each 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 Corporation
to the holders of shares of Junior Stock in connection with a Liquidation Event as to which this Section applies.


 



    	 	15	 



     


    

 


14.
Distribution of Assets. In addition to any adjustments pursuant to Section 8 and 9, if the Corporation shall declare or
make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common
Stock, by way of return of capital or otherwise (including any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(the “Distributions”), then each Holder, as holders of Preferred Shares, will be entitled to such Distributions
as if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Preferred Shares (without
taking into account any limitations or restrictions on the convertibility of the Preferred Shares) immediately prior to the date
on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common
Stock are to be determined for such Distributions (provided, however, that to the extent that such Holder’s
right to participate in any such Distribution would result in such Holder exceeding the Maximum Percentage, then such Holder shall
not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial
ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such
excess) and the portion of such Distribution shall be held in abeyance for such Holder until such time or times as its right thereto
would not result in such Holder exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted
such rights (and any rights under this Section 14 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).


 


15.
Vote to Change the Terms of or Issue Preferred Shares. Except as may be provided for in the Securities Purchase Agreement,
and 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, without first obtaining 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, the Corporation shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of
Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred
stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions
provided for the benefit, of the 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 Preferred Shares; (c) without limiting any provision of Section 1, create or authorize (by reclassification
or otherwise) any new class or series of shares that has a preference over or is on a parity with the Preferred Shares with respect
to dividends or the distribution of assets on the liquidation, dissolution or winding up of the Corporation; (d) purchase, repurchase
or redeem any shares of capital stock of the Corporation junior in rank to the Preferred Shares (other than pursuant to equity
incentive agreements (that have in good faith been approved by the Board of Directors) with employees giving the Corporation the
right to repurchase shares upon the termination of services); (e) without limiting any provision of Section 1, pay dividends or
make any other distribution on any shares of any capital stock of the Corporation junior in rank to the Preferred Shares; (f)
issue any Preferred Shares or preferred stock other than as provided in Section 1; (g) until the one year anniversary of the Closing
Date, enter into (i) any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other
instrument, under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money
or money due that involves, either individually or in aggregate with other such agreements, obligations greater than $25,000.00,
and (ii) any equipment lease, agreement evidencing purchase money security interests, or other similar transaction in the ordinary
course of business that involves, either individually or in aggregate with other such agreements, obligations greater than $25,000.00
or (h) without limiting any provision of Section 8 and 9, whether or not prohibited by the terms of the Preferred Shares, circumvent
a right of the Preferred Shares.


 



    	 	16	 



     


    

 


16.
Transfer of Preferred Shares. A Holder may transfer some or all of its Preferred Shares without the consent of the Corporation,
subject to compliance with Section 5 of the 1933 Act.


 


17.
Reissuance of Preferred Certificates.


 


(a)
Transfer. If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred
Share Certificate to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder
a new Preferred Share Certificate (in accordance with Section 17(d)), registered as such Holder may request, representing the
outstanding number of Preferred Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred
Shares is being transferred, a new Preferred Share Certificate (in accordance with Section 17(d)) to such Holder representing
the outstanding number of Preferred Shares not being transferred. Such Holder and any assignee, by acceptance of the Preferred
Share Certificate, acknowledge and agree that, by reason of the provisions of Section 4(c)(i) following conversion or redemption
of any of the Preferred Shares, the outstanding number of Preferred Shares represented by the Preferred Shares may be less than
the number of Preferred Shares stated on the face of the Preferred Shares.


 


(b)
Lost, Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Corporation of evidence reasonably satisfactory
to the Corporation of the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification
and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of
any indemnification undertaking by the applicable Holder to the Corporation in customary and reasonable form and, in the case
of mutilation, upon surrender and cancellation of such Preferred Share Certificate, the Corporation shall execute and deliver
to such Holder a new Preferred Share Certificate (in accordance with Section 17(d)) representing the applicable outstanding number
of Preferred Shares.


 



    	 	17	 



     


    

 


(c)
Preferred Share Certificate Exchangeable for Different Denominations. Each Preferred Share Certificate is exchangeable,
upon the surrender hereof by the applicable Holder at the principal office of the Corporation, for a new Preferred Share Certificate
or Preferred Share Certificate(s) (in accordance with Section 17(d)) representing in the aggregate the outstanding number of the
Preferred Shares in the original Preferred Share Certificate, and each such new 17(d) will represent such portion of such outstanding
number of Preferred Shares from the original Preferred Share Certificate as is designated by such Holder at the time of such surrender.


  


(d)
Issuance of New Preferred Share Certificate. Whenever the Corporation is required to issue a new Preferred Share Certificate
pursuant to the terms of this Certificate of Designations, such new Preferred Share Certificate (i) shall represent, as indicated
on the face of such Preferred Share Certificate, the number of Preferred Shares remaining outstanding (or in the case of a new
Preferred Share Certificate being issued pursuant to Section 17(a) or Section 17(c), the number of Preferred Shares designated
by such Holder which, when added to the number of Preferred Shares represented by the other new Preferred Share Certificates issued
in connection with such issuance, does not exceed the number of Preferred Shares remaining outstanding under the original Preferred
Share Certificate immediately prior to such issuance of new Preferred Share Certificate), and (ii) shall have an issuance date,
as indicated on the face of such new Preferred Share Certificate, which is the same as the issuance date of the original Preferred
Share Certificate.


 


18.
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 any Holder’s right to pursue actual and consequential damages for any failure by
the Corporation to comply with the terms of this Certificate of Designations. The Corporation 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 a Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Corporation (or the
performance thereof). The Corporation 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 Corporation therefore agrees that, in the
event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to
specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent
jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The
Corporation shall provide all information and documentation to a Holder that is requested by such Holder to enable such Holder
to confirm the Corporation’s compliance with the terms and conditions of this Certificate of Designations.


 


19.
Payment of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney
for collection or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect
amounts due under this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate
of Designations or (b) there occurs any bankruptcy, reorganization, receivership of the Corporation or other proceedings affecting
Corporation creditors’ rights and involving a claim under this Certificate of Designations, then the Corporation shall pay
the costs incurred by such Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including attorneys’ fees and disbursements.


 



    	 	18	 



     


    

 


20.
Construction; Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Corporation and the
Holders and shall not be construed against any such 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.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter,
singular and plural forms thereof. The terms “including,” “includes,” “include” and words
of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Certificate of Designations instead
of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of
this Certificate of Designations. Terms used in this Certificate of Designations and not otherwise defined herein, but defined
in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing Date in such other Transaction
Documents unless otherwise consented to in writing by the Required Holders.


 


21.
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. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly
drafted by the Corporation and all Holders and shall not be construed against any Person as the drafter hereof. Notwithstanding
the foregoing, nothing contained in this Section 21 shall permit any waiver of any provision of Section 19.


 


22.
Dispute Resolution.


 


(a)
Submission to Dispute Resolution.


 


(i)
In the case of a dispute relating to the closing sale price, a Conversion Price, a VWAP or a fair market value or the arithmetic
calculation of a Conversion Rate, or the applicable Redemption Price (as the case may be) (including a dispute relating to the
determination of any of the foregoing), the Corporation or the applicable Holder (as the case may be) shall submit the dispute
to the other party via electronic mail (A) if by the Corporation, within two (2) Business Days after the occurrence of the circumstances
giving rise to such dispute or (B) if by such Holder at any time after such Holder learned of the circumstances giving rise to
such dispute. If such Holder and the Corporation are unable to promptly resolve such dispute relating to such closing bid price,
such closing sale price, such Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion
Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd) Business Day following
such initial notice by the Corporation or such Holder (as the case may be) of such dispute to the Corporation or such Holder (as
the case may be), then such Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.


 



    	 	19	 



     


    

 


(ii)
Such Holder and the Corporation shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 22(a) and (B) written documentation supporting its position with respect
to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately
following the date on which such Holder selected such investment bank (the “Dispute Submission Deadline”) (the
documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required
Dispute Documentation”) (it being understood and agreed that if either such Holder or the Corporation fails to so deliver
all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the
Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Corporation and such Holder or otherwise requested by such investment bank,
neither the Corporation nor such Holder shall be entitled to deliver or submit any written documentation or other support to such
investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)
The Corporation and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Corporation
and such Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne solely by the Corporation, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)
Miscellaneous. The Corporation expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate
between the Corporation and each Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York
Civil Practice Law and Rules (“CPLR”) and that any Holder is authorized to apply for an order to compel arbitration
pursuant to CPLR § 7503(a) in order to compel compliance with this Section 22, (ii) a dispute relating to a Conversion Price
includes disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 8(a),
(B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or
sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D)
whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive
Issuance occurred, (iii) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve
as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled
(and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are
required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such
investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations and any
other applicable Transaction Documents, (iv) the applicable Holder (and only such Holder with respect to disputes solely relating
to such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 22 to any state
or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section
22 and (v) nothing in this Section 22 shall limit such Holder from obtaining any injunctive relief or other equitable remedies
(including with respect to any matters described in this Section 22).


 



    	 	20	 



     


    

 


23.
Notices; Currency; Payments.


 


(a)
Notices. The Corporation shall provide each Holder of Preferred Shares with prompt written notice of all actions taken
pursuant to the terms of this Certificate of Designations, including in reasonable detail a description of such action and the
reason therefor. Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein,
such notice must be in writing and shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Corporation
shall provide each 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 Corporation shall give written notice to each 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 fifteen (15) days prior to the
date on which the Corporation closes its books or takes a record (A) with respect to any dividend or distribution upon the Common
Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect
to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to such Holder.


 


(b)
Currency. All dollar amounts referred to in this Certificate of Designations are in United States Dollars (“U.S.
Dollars”), and all amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on
the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into
U.S. Dollars pursuant to this Certificate of Designations, the U.S. Dollar exchange rate as published in the Wall Street Journal
on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over,
a period of time, the date of calculation shall be the final date of such period of time).


 



    	 	21	 



     


    

 


(c)
Payments. Whenever any payment of cash is to be made by the Corporation to any Person pursuant to this Certificate of Designations,
unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified
check drawn on the account of the Corporation and sent via overnight courier service to such Person at such address as previously
provided to the Corporation in writing (which address, in the case of each of the Buyers (as defined in the Securities Purchase
Agreement), shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement), provided
that such Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Corporation
with prior written notice setting out such request and such Holder’s wire transfer instructions. 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 due under the Transaction Documents which is not paid when
due shall result in a late charge being incurred and payable by the Corporation in an amount equal to interest on such amount
at the rate of eight percent (8%) per annum from the date such amount was due until the same is paid in full (“Late Charge”).


 


24.
Waiver of Notice. To the extent permitted by law, the Corporation hereby irrevocably waives demand, notice, presentment,
protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of
this Certificate of Designations and the Securities Purchase Agreement.


 


25.
Governing Law. 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. Except as otherwise required by Section 22 above, the Corporation 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. 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 to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal
action against the Corporation in any other jurisdiction to collect on the Corporation’s obligations to such Holder, to
realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor
of such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 22. THE CORPORATION
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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.


 



    	 	22	 



     


    

 


26.
Judgment Currency.


 


(a)
If for the purpose of obtaining or enforcing judgment against the Corporation in any court in any jurisdiction it becomes necessary
to convert into any other currency (such other currency being hereinafter in this Section 26 referred to as the “Judgment
Currency”) an amount due in U.S. dollars under this Certificate of Designations, the conversion shall be made at the
Exchange Rate prevailing on the Trading Day immediately preceding:


 


(i)
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other
jurisdiction that will give effect to such conversion being made on such date: or


 


(ii)
the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date
as of which such conversion is made pursuant to this Section 26(a)(ii) being hereinafter referred to as the “Judgment
Conversion Date”).


 


(b)
If in the case of any proceeding in the court of any jurisdiction referred to in Section 26(a)(ii) above, there is a change in
the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


 


(c)
Any amount due from the Corporation under this provision shall be due as a separate debt and shall not be affected by judgment
being obtained for any other amounts due under or in respect of this Certificate of Designations.


 


27.
Severability. If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid
or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable
shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability
of such provision shall not affect the validity of the remaining provisions of this Certificate of Designations so long as this
Certificate of Designations as so modified continues to express, without material change, the original intentions of the parties
as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does
not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of
the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace
the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).


 



    	 	23	 



     


    

 


28.
Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or
other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid
or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Corporation to the applicable Holder and thus refunded to the Corporation.


 


29.
Stockholder Matters; Amendment.


 


(a)
Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Corporation
pursuant to the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance
of Preferred Shares may be effected by written consent of the Corporation’s stockholders or at a duly called meeting of
the Corporation’s stockholders, all in accordance with the applicable rules and regulations of 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.


 


(b)
Amendment. This Certificate of Designations or any provision hereof (other than Section 4(d)) may be modified or amended
or the provisions hereof waived with the written consent of the Corporation and either (i) a majority of the Holders of the Preferred
Shares issued pursuant to the Securities Purchase Agreement, which must include [****] as long as [****] (or any
of its Affiliates) owns at least five percent (5%) of the Preferred Shares issued pursuant to the Securities Purchase Agreement,
or (ii) [****] as long as [****] (or any of its Affiliates) owns at least five percent (5%) of the Preferred Shares
issued pursuant to the Securities Purchase Agreement. No consideration (other than reimbursement of legal fees) shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents (as
defined in the Purchase Agreement) unless the same consideration also is offered to all of the parties to the Transaction Documents.
No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 


30.
Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:


 


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


 


(b)
“Additional Amount” means, as of the applicable date of determination, with respect to each Preferred Share,
all declared and unpaid dividends on such Preferred Share.


 


(c)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 



    	 	24	 



     


    

 


(d)
“Bankruptcy Triggering Events” means each of the following events:


 


(i)
bankruptcy, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or
against the Corporation or any Subsidiary and, if instituted against the Corporation or any Subsidiary by a third party, shall
not be dismissed within thirty (30) days of their initiation;


 


(ii)
the commencement by the Corporation or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or
foreign bankruptcy, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent,
or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Corporation or any
Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the
consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Corporation or any Subsidiary or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the
occurrence of any other similar federal, state or foreign proceeding, the taking of corporate action by the Corporation or any
Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure
sale or any other similar action under federal, state or foreign law;


 


(iii)
the entry by a court of (A) a decree, order, judgment or other similar document in respect of the Corporation or any Subsidiary
of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or (B) a decree, order, judgment or other similar document adjudging the Corporation or any Subsidiary as
bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment
or composition of or in respect of the Corporation or any Subsidiary under any applicable federal, state or foreign law or (C)
a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Corporation or any Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such
other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days.


 


(e)
“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.


 



    	 	25	 



     


    

 


(f)
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date
the Corporation initially issued the Preferred Shares and the Warrants pursuant to the terms of the Securities Purchase Agreement.


 


(g)
“Common Stock” means (i) the Corporation’s shares of common stock, $0.0001 par value per share,
and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.


 


(h)
“Consideration Value” means the value of the applicable Option, Convertible Security as of the date of issuance
thereof (as determined by the Board of Directors in good faith).


 


(i)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any shares of Common Stock.


 


(j)
“Excluded Securities” means those securities identified and defined as such in the Securities Purchase Agreement.


 


(k)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


(l)
“Holder” or “Holders” means a holder of Preferred Shares.


 


(m)
“Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation or such Subsidiaries the assets of which constitute all or substantially
all of the assets of the business of the Corporation and its Subsidiaries, taken as a whole.


 


(n)
“Maturity Date” means the second (2nd) year anniversary of the Closing Date.


 


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


 


(p)
“OTC Markets” means OTC Markets Inc.


 


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


 


(r)
“Principal Market” means The New York Stock Exchange, the NYSE AMERICAN, the Nasdaq Global Select Market, the
Nasdaq Global Market, the Nasdaq Capital Market, OTCPink, OTCQB, or OTCQX and any successor markets thereto.


 



    	 	26	 



     


    

 


(s)
“Redemption Notice” means, the Triggering Event Redemption Notice and Maturity Notice.


 


(t)
“Redemption Premium” means 130%.


 


(u)
“Redemption Price” means Triggering Event Redemption Price and Maturity Price.


 


(v)
“SEC” means the Securities and Exchange Commission or the successor thereto.


 


(w)
“Securities Purchase Agreement” means that certain securities purchase agreement by and among the Corporation
and the holders of Preferred Shares, dated as of the Subscription Date, as may be amended from time in accordance with the terms
thereof.


 


(x)
“Stated Value” shall mean $1.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations,
reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the Subscription Date with
respect to the Preferred Shares.


 


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


 


(z)
“Subscription Date” with respect to any Holder means the date as of which both the Holder and the Corporation
have executed the Securities Purchase Agreement.


 


(aa)
“Subsidiary” when used with respect to any Person, means any corporation or other organization, whether incorporated
or unincorporated, of which (A) at least a majority of the securities or other interests having by their terms ordinary voting
power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or
other organization is directly or indirectly owned or controlled by such Person (through ownership of securities, by contract
or otherwise) or (B) such Person or any subsidiary of such Person is a general partner of any general partnership or a manager
of any limited liability company.


 


(bb)
“Trading Day” means any day on which the Common Stock is eligible to be traded on the Principal Market or securities
market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the
Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless
such day is otherwise designated as a Trading Day in writing by the Holder.


 


(cc)
“Transaction Documents” means the Securities Purchase Agreement, this Certificate of Designations, the Warrants
and each of the other agreements and instruments entered into or delivered by the Corporation or any of the Holders in connection
with the transactions contemplated by the Securities Purchase Agreement, all as may be amended from time to time in accordance
with the terms thereof.


 



    	 	27	 



     


    

 


(dd)
“Triggering Events” means each of the following events:


 


(i)
the suspension from trading or failure of the Common Stock to be trading, listed or quoted (as applicable) on the Principal Market
for a period of twenty (20) consecutive Trading Days;


 


(ii)
except as otherwise provided herein, at any time following the tenth (10th) consecutive day that a Holder’s Authorized
Share Allocation (as defined in Section 11(a) above) is less than three (3) times the number of shares of Common Stock that such
Holder would be entitled to receive upon a conversion, in full, of all of the Preferred Shares then held by such Holder (without
regard to any limitations on conversion set forth in this Certificate of Designations);


 


(iii)
any Bankruptcy Triggering Event occurs;


 


(iv)
other than as specifically set forth in another clause of this definition, the Corporation or any Subsidiary breaches any material
representation or warranty in any material respect (other than representations or warranties subject to material adverse effect
or materiality, which may not be breached in any respect) or any material covenant or other material term or material condition
of any Transaction Document, except, in the case of a breach of a material covenant or other material term or material condition
that is curable, only if such breach remains uncured for a period of five (5) consecutive Trading Days;


 


(v)
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Corporation as to whether any
Triggering Event has or has not occurred; or


 


(vi)
the Corporation’s failure to pay any amount when and as due under this Certificate of Designations (including the Corporation’s
failure to pay any redemption payments or amounts hereunder), the Securities Purchase Agreement or any other Transaction Document
or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby
and thereby (in each case, whether or not permitted pursuant to the DGCL), except, in the case of a failure to pay Late Charges
when and as due, in each such case only if such failure remains uncured for a period of at least thirty (30) Trading Days.


 


(ee)
“VWAP” means, for any date, the price determined by the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Principal Market on which the Common Stock is then listed or quoted (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).


 



    	 	28	 



     


    

 


(ff)
“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.


 


(gg)
“Warrant Shares” means, collectively, the shares of Common Stock issuable upon exercise of the Warrants.


 


31.
Disclosure. Upon receipt or delivery by the Corporation of any notice in accordance with the terms of this Certificate
of Designations, unless the Corporation has in good faith determined that the matters relating to such notice do not constitute
material, non-public information relating to the Corporation or any of its Subsidiaries, the Corporation shall within one (1)
Business Day after any such receipt or delivery publicly disclose such material, non-public information on a Current Report on
Form 8-K or otherwise. In the event that the Corporation believes that a notice contains material, non-public information relating
to the Corporation or any of its Subsidiaries, the Corporation so shall indicate to such Holder contemporaneously with delivery
of such notice, and in the absence of any such indication, such Holder shall be allowed to presume that all matters relating to
such notice do not constitute material, non-public information relating to the Corporation or any of its Subsidiaries. If the
Corporation or any of its Subsidiaries provides material non-public information to a Holder that is not simultaneously filed in
a Current Report on Form 8-K and such Holder has not agreed to receive such material non-public information, the Corporation hereby
covenants and agrees that such Holder shall not have any duty of confidentiality to the Corporation, any of its Subsidiaries or
any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing
not to trade on the basis of, such material non-public information. Nothing contained in this Section 31 shall limit any obligations
of the Corporation, or any rights of any Holder, under the Securities Purchase Agreement.


 


*  *  *  *  *


 




    	 	29	 



     


    

 


IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of Series A-1 Convertible Preferred Stock of Truli
Media Group, Inc. to be signed by its Chief Executive Officer on this 18th day of May, 2018.


 


	 	TRULI
    MEDIA GROUP, INC.
	 	 	 
	 	By:	 
	 	 	Miles
    Jennings, Chief Executive Officer


 




     


     


    

 


EXHIBIT
I


 


TRULI
MEDIA GROUP, INC.


CONVERSION
NOTICE


 


Reference
is made to the Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock of Truli Media
Group, 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 A-1 Convertible Preferred Stock, $0.0001 par value per
share (the “Preferred Shares”), of Truli Media Group, Inc., a Delaware corporation (the “Corporation”),
indicated below into shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Corporation,
as of the date specified below.


 


	Date
    of Conversion:	 


 


	Aggregate
    number of Preferred Shares to be converted	 
	 	 
	Aggregate
    Stated Value of such Preferred Shares to be converted:	 
	 	 
	Aggregate
    accrued and unpaid dividends and accrued and unpaid Late Charges with respect to such Preferred Shares and such aggregate
    dividends to be converted:	 
	 	 
	AGGREGATE
    CONVERSION AMOUNT  TO BE CONVERTED:	 


 


	Please
    confirm the following information:
	 
	Conversion
    Price:	 


 


	Number
    of shares of Common Stock to be issued:	 


 


	Please
    issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows:
	 
	☐          Check
    here if requesting delivery as a certificate to the following name and to the following address:


 


	Issue
    to:	 
	 	 
	 	 


 


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


 


	DTC
    Participant:	 
	 	 
	DTC
    Number:	 
	 	 
	Account
    Number:	 


 


	Date:
    _____________ __, ____	 
	 	 
	 	 
	Name
    of Registered Holder	 
	 	 


 


	By:	 	 
		Name:	 	 
		Title:	 	 
	 	 	 	 
	 	Tax
    ID:		 
	 	 	 	 
	 	Facsimile:		 



 


	 	E-mail
    Address:	 	 


 




     


     


    

 


EXHIBIT
II


 


ACKNOWLEDGMENT


 


The
Corporation hereby acknowledges this Conversion Notice and hereby directs _________________ to issue the above indicated number
of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Corporation and
acknowledged and agreed to by ________________________.


 


 


	 	TRULI
    MEDIA GROUP, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT
III


 


TRULI
MEDIA GROUP, INC.


REDEMPTION
NOTICE


 


Reference
is made to the Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock of Truli Media
Group, Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations,
the undersigned hereby elects to cause Truli Media Group, Inc., a Delaware corporation (the “Corporation”)
to redeem, in cash, the number of shares of Series A-1 Convertible Preferred Stock, $0.0001 par value per share (the “Preferred
Shares”), of the Corporation, indicated below, as of the date specified below.


 


	Date
    of Redemption:	 



 


	Aggregate
    number of Preferred Shares to be redeemed:	 
	 	 
	Aggregate
    Stated Value of such Preferred Shares to be redeemed:	 
	 	 
	Aggregate
    Additional Amount and accrued and unpaid Late Charges with respect to such Preferred Shares and such aggregate dividends to
    be redeemed:	 
	 	 
	AGGREGATE
    CONVERSION AMOUNT TO BE REDEEMED:	 


 


Please
wire the aggregate Conversion Amount to be redeemed to the following bank account of the Holder:


 


	Bank
    Address:	 	 
	 	 	 
	 	 	 
	ABA/Routing
    Number:	 	 
	Account
    Number:	 	 
	Name
    of Account Holder:	 	 


 


	 	 
	Registered
    Holder	 
	 	 	 
	By:	 	 
	Name:	 
	Title: