EX-4.2



 Exhibit 4.2 
 EXHIBIT A 
 UNIVERSITY GENERAL HEALTH SYSTEM, INC. 

CERTIFICATE OF DESIGNATION OF PREFERENCES, 
 RIGHTS AND LIMITATIONS 
 OF 

SERIES C VARIABLE RATE CONVERTIBLE PREFERRED STOCK 
 PURSUANT TO SECTION             OF THE 
 NEVADA REVISED STATUTES 
 The undersigned,
            and             , do hereby certify that: 
 1. They are the President and Secretary, respectively, of University General Health System Inc., a Nevada corporation (the “Corporation”). 

2. The Corporation is authorized to issue             shares of preferred
stock,             of which have been issued. 
 3. The following
resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”): 

WHEREAS, the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock,
consisting of             shares, $            par value per share, issuable from time to time in one or more series; 

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

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions
and other matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Purchase Agreement, up to [26,800] shares of the preferred stock which the Corporation has the authority to issue, as
follows: 
 NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of
preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows: 







 TERMS OF PREFERRED STOCK 

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

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act. 
 “Alternate Consideration” shall have the meaning set forth in Section 7(e). 
 “Bankruptcy Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences
a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary
thereof, (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Corporation or any Significant Subsidiary thereof is
adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or
any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors,
(f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant Subsidiary thereof, by
any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. 

“Base Conversion Price” shall have the meaning set forth in Section 7(b). 

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

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday
in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 
 “Buy-In” shall have the meaning set forth in Section 6(c)(v). 

  
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 “Change of Control Transaction” means the occurrence after
the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or
beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 33% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together
with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation
immediately prior to such transaction own less than 66% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another
Person and the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one year
period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the initial Original Issue Date (or by those individuals who are serving as
members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the initial Original Issue Date), or (e) the execution by the
Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. 

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of
the Purchase Agreement. 
 “Closing Price” means on any particular date (a) the last
reported closing bid price per share of Common Stock on such date on the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), (b) if there is no such price on such date, then the closing bid price on the Trading
Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), (c) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in
the “pink sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) if the shares of
Common Stock are not then publicly traded the fair market value as of such date of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the shares then outstanding and
reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation. 

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount and (ii) the Corporation’s obligations to deliver the Securities have been satisfied or
waived. 

  
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 “Commission” means the United States Securities and
Exchange Commission. 
 “Common Stock” means the Corporation’s common stock, par value
$0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. 
 “Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. 

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

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

“Conversion Date Market Price” means, as of the applicable Conversion Date, the greater of (i) the
Closing Price of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date and (ii) the VWAP of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date (in each case, as
appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction occurring on such Trading Day). 
 “Conversion Price” shall have the meaning set forth in Section 6(b). 
 “Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof. 

“Conversion Shares Registration Statement” means a registration statement that registers the resale of
all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein. 

“Dilutive Issuance” shall have the meaning set forth in Section 7(b). 

“Dilutive Issuance Notice” shall have the meaning set forth in Section 7(b). 

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

  
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 “Equity Conditions” means, during the period in question,
(a) the Corporation shall have duly and timely honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any,
(b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective Registration Statement pursuant to which the Holders are permitted to
utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Corporation believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable
future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of dividends) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current
public information requirements as determined by the counsel to the Corporation as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders, (d) the Common Stock is trading on
a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on a Trading Market will
continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction
Documents, (f) to the Corporation’s knowledge, after due inquiry, there is no existing Triggering Event and no existing event which, with the passage of time or the giving of notice, would constitute a Triggering Event, (g) the
issuance of the shares in question (or, in the case of a redemption, the shares issuable upon conversion in full of the redemption amount) to the applicable Holder would not violate the limitations set forth in Section 6(d) herein (provided,
this clause (g) shall not apply to any Holder that has waived the Beneficial Ownership Limitation with respect to the issuance in question), (h) there has been no public announcement of a pending or proposed Fundamental Transaction or
Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Corporation that constitutes, or may constitute, material non-public information, and (j) with
respect to Section 8(a), the number of shares of Common Stock issuable upon conversion in full of the aggregate Forced Conversion Amount at issue attributable to all Holders is less than 20% of the aggregate volume of the number of shares of
Common Stock traded on the principal Trading Market during the 10 Trading Days immediately prior to such Forced Conversion. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

“Exempt Issuance” shall have the meaning set forth in the Purchase Agreement. 

“Forced Conversion Amount” means the sum of (a) 50% of the initial aggregate Stated Value of the
Preferred Stock, (b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock. 
 “Forced Conversion Date” shall have the meaning set forth in Section 8(a). 
 “Forced Conversion Notice” shall have the meaning set forth in Section 8(a). 

  
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 “Forced Conversion Notice Date” shall have the meaning set
forth in Section 8(a). 
 “Fundamental Transaction” shall have the meaning set forth in
Section 7(e). 
 “GAAP” means United States generally accepted accounting principles.

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

“Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $50,000
(other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the
Corporation’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (c) the present value of any lease
payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. 

“Junior Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation
other than those securities which are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference. 
 “Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. 

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

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

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

“Optional Redemption” shall have the meaning set forth in Section 8(b). 

“Optional Redemption Amount” means the sum of (a) 115% of the aggregate Stated Value then
outstanding, (b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock. 
 “Optional Redemption Date” shall have the meaning set forth in Section 8(b). 
 “Optional Redemption Notice” shall have the meaning set forth in Section 8(b). 
 “Optional Redemption Notice Date” shall have the meaning set forth in Section 8(b). 

  
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 “Original Issue Date” means the date of the first issuance
of any shares of the Preferred Stock, whether on the Closing Date or on the date a “Greenshoe Right” (as defined in the Purchase Agreement) is exercised, or otherwise regardless of the number of transfers of any particular shares of
Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. 
 “Permitted Indebtedness” means (a) the Indebtedness existing on the Original Issue Date and set forth on Schedule 3.1(aa) attached to the Purchase Agreement, (b) lease
obligations and purchase money indebtedness, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, in the ordinary course of the Corporation’s business,
(c) Indebtedness incurred to refinance any of the Indebtedness existing on the Original Issue Date, following the payments of the debt set forth on Schedule 4.9 of the Purchase Agreement, on terms and conditions commercially as or more
favorable to the Corporation as determined in good faith by the Board of Directors, (d) Indebtedness assumed by the Corporation in connection with a strategic acquisition or merger transaction approved by a majority of disinterested board of
directors in good faith, which such directors have no affiliation with the counter-party in the transaction at issue and (e) Indebtedness incurred in connection with the contemporaneous payment of an Optional Redemption, subject to all of the
conditions hereunder, including the Equity Conditions, provided that such Optional Redemption is for all of the then outstanding Preferred Stock. 
 “Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for
taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Corporation) have been established in
accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Corporation’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of the Corporation’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the
operation of the business of the Corporation and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or
sale of the property or asset subject to such Lien, and (c) Liens incurred in connection with Permitted Indebtedness under clause (b) thereunder, provided that such Liens are not secured by assets of the Corporation or its Subsidiaries
other than the assets so acquired or leased. 
 “Person” means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. 

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

  
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 “Purchase Agreement” means the Securities Purchase
Agreement, dated as of the Closing Date, among the Corporation and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms. 

“Registration Statement” shall have the meaning set forth in the Purchase Agreement. 

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
 “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. 

“Securities” means the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares.

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. 
 “Share Delivery Date” shall have the meaning set forth in
Section 6(c)(ii). 
 “Stated Value” shall have the meaning set forth in Section 2, as
the same may be increased pursuant to Section 3. 
 “Subscription Amount” shall mean, as
to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase Agreement as specified below such Holder’s name on the signature page of the Purchase Agreement and next to the heading
“Subscription Amount,” in United States dollars and in immediately available funds. 

“Subsidiary” means any subsidiary of the Corporation as set forth on Schedule 3.1(a) of the
Purchase Agreement and shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Purchase Agreement. 

“Successor Entity” shall have the meaning set forth in Section 7(e). 

“Threshold Period” shall have the meaning set forth in Section 8(a). 

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

  
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 “Trading Market” means any of the following markets or
exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board
(or any successors to any of the foregoing). 
 “Transaction Documents” means this Certificate
of Designation, the Purchase Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement. 

“Transfer Agent” means Clear Trust LLC, the current transfer agent of the Corporation with a mailing
address of Draper, Utah 84020 and a facsimile number of (813801) 388-4549, and any successor transfer agent of the Corporation. 
 “Triggering Event” shall have the meaning set forth in Section 10(a). 
 “Triggering Redemption Amount” means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the
VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs,
expenses or amounts due in respect of the Preferred Stock. 
 “Triggering Redemption Payment
Date” shall have the meaning set forth in Section 10(b). 
 “Underlying Shares”
means the shares of Common Stock issued and issuable upon conversion or redemption of the Preferred Stock, upon exercise of the Warrants and issued and issuable in lieu of the cash payment of dividends on the Preferred Stock in accordance with the
terms of this Certificate of Designation. 
 “Variable Rate Transaction” shall have the meaning
ascribed to such term in Section 4.13(b) of the Purchase Agreement. 
 “VWAP” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board
is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board
and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation. 

  
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 “Warrants” means, collectively, the Common Stock purchase
warrants delivered to the Holder at the Closing in accordance with Section 2.2(a) of the Purchase Agreement, which Warrants shall be exercisable immediately and have a term of exercise equal to five years, in the form of Exhibit C
attached to the Purchase Agreement. 
 “Warrant Shares” means the shares of Common Stock
issuable upon exercise of the Warrants. 
 Section 2. Designation, Amount and Par Value. The
series of preferred stock shall be designated as its Series C Variable Rate Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to [26,800 (which shall not be subject to increase
without the written consent of all of the holders of the Preferred Stock (each, a “Holder” and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $.001 per share and a stated
value equal to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”). 

Section 3. Dividends. 
 a) Dividends in Cash. Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the rate per share (as a percentage of the Stated Value per share) of 8% per
annum until October 31, 2013, 16% per annum from November 1, 2013 until January 31, 2014, 20% per annum from February 1, 2014 until April 30, 2014, and, 25% per annum thereafter (subject to increase pursuant
to Section 10(b)), payable quarterly on February 1, May 1, August 1 and November 1, beginning on May 1, 2012 and on each Conversion Date (with respect only to Preferred Stock being converted), and on
each Forced Conversion Date, and on each Optional Redemption Date (with respect only to Preferred Stock being redeemed) (each such date, a “Dividend Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable
payment shall be due on the next succeeding Trading Day) in cash. If funds are not legally available for the payment of dividends, then, at the election of such Holder, such dividends shall accrue to the next Dividend Payment Date or shall be
accreted to, and increase, the outstanding Stated Value. 
 b) Corporation’s Ability to Pay Dividends in
Cash. On the Closing Date, the Corporation shall have notified the Holders whether or not it may legally pay cash dividends as of the Closing Date. The Corporation shall promptly notify the Holders at any time the Corporation shall become able
or unable, as the case may be, to legally pay cash dividends. 

  
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 c) Dividend Calculations. Dividends on the Preferred Stock shall be
calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the date such Preferred Stock are issued, and shall be deemed to accrue from such date whether or not earned or declared
and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Dividends shall cease to accrue with respect to any Preferred Stock converted, provided that, the Corporation actually
delivers the Conversion Shares within the time period required by Section 6(c)(i) herein. 
 d) Late
Fees. Any dividends, , that are not paid within three Trading Days following a Dividend Payment Date shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 18% per annum or the lesser rate permitted
by applicable law which shall accrue daily from the Dividend Payment Date through and including the date of actual payment in full. 
 e) Other Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall redeem, purchase or otherwise acquire directly or indirectly
any Junior Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution upon (other than a dividend or
distribution described in Section 6 or dividends due and paid in the ordinary course on preferred stock of the Corporation at such times when the Corporation is in compliance with its payment and other obligations hereunder), nor shall any
distribution be made in respect of, any Junior Securities as long as any dividends due on the Preferred Stock remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any
Junior Securities or shares pari passu with the Preferred Stock. 
 f) Special Reserves. The
Corporation acknowledges and agrees that the capital of the Corporation in respect of the Preferred Stock and any future issuances of the Corporation’s capital stock shall be equal to the aggregate par value of such Preferred Stock or capital
stock, as the case may be, and that, on or after the date of the Purchase Agreement, it shall not increase the capital of the Corporation with respect to any shares of the Corporation’s capital stock issued and outstanding on such date. The
Corporation also acknowledges and agrees that it shall not create any special reserves without the prior written consent of the Holders. 
 Section 4. Voting Rights. Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights. However, as long as any shares of
Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a 67% or more of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights
given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior
to, or otherwise pari passu with, the Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized
shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. 

  
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 Section 5. Liquidation. Upon any liquidation, dissolution or winding-up
of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued
and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior
Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that
would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not
less than 45 days prior to the payment date stated therein, to each Holder. 
 Section 6. Conversion.

 a) Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time
and from time to time from and after the Original Issue Date of such Preferred Stock at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing
the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of
Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned
subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the
“Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries
set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of
Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the
Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. 

b) Conversion Price. The conversion price for the Preferred Stock shall equal $0.22, subject to adjustment
herein (the “Conversion Price”). 

  
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 c) Mechanics of Conversion. 

i. Conversion Shares Issuable Upon Conversion of the Preferred Stock. The number of Conversion Shares issuable
upon a conversion hereunder shall be determined as set forth in this Section 6(c)(i). 

1) Non-Election of Net Settlement. If by the earlier of (x) 9:15 a.m. (New York time) on
the first (1st) Trading Day immediately following the
applicable Conversion Date or (y) 12 hours following the applicable Conversion Date, the Corporation has either (i) delivered (via facsimile or e-mail) a written notice to the applicable Holder stating that the number of Conversion Shares
with respect to the Conversion Notice delivered on such Conversion Date will be determined pursuant to this Section 6(c)(i)(1) or (ii) failed to deliver either the written notice described in the immediately preceding clause (i) or
the written notice described in Section 6(c)(i)(2) below, then the number of Conversion Shares issuable with respect to such Conversion Notice shall be equal to the quotient (x) the Stated Value specified in such Conversion Notice to be
converted divided by (y) the Conversion Price in effect on such Conversion Date. 
 2)
Election of Net Settlement. If the Conversion Price in effect on a Conversion Date is less than $0.14 (subject to adjustment for forward and reverse stock splits, stock dividends and similar recapitalizations occurring after the date of the
Purchase Agreement), the Corporation may deliver (via facsimile or e-mail), by the earlier of (x) 9:15 a.m. (New York time) on the first (1st) Trading Day immediately following the applicable Conversion Date or (y) 12 hours following the applicable
Conversion Date, a written notice stating that the number of Conversion Shares with respect to the Conversion Notice delivered on such Conversion Date will be determined pursuant to this Section 6(c)(i)(2). In lieu of delivering the number of
Conversion Shares specified in such Conversion Notice, the Corporation shall deliver to the applicable Holder all the following: 
 (A) an amount in cash equal to [(P/CP)*CMP] minus [(P/FP)*CMP], where 
  

	 	P =	the Stated Value specified in the applicable Conversion Notice. 

  

	 	CP =	the Conversion Price in effect on the applicable Conversion Date. 

  

	 	  CMP =	applicable Conversion Date Market Price. 

  

	 	FP =	$0.14 (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like effecting the Common Stock that occur after the date
of the Purchase Agreement); 


  
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 (B) all accrued and unpaid dividends on such Stated Value through such Conversion Date;

 (C) all other amounts due under the Preferred Stock with respect to such Stated Value; 

(D) all accrued and unpaid Late Fees due in respect of such Stated Value through such Conversion Date; and 

(E) a number of Conversion Shares equal to the quotient of P/FP. 

ii. Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion
Date (the “Share Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the earlier of
(i) the six month anniversary of the Original Issue Date of such Preferred Stock or (ii) the date a Registration Statement covering the Conversion Shares is declared effective by the Commission, shall be free of restrictive legends and
trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of the Preferred Stock, (B) if Section 6(c)(i)(1) is applicable to
such conversion, deliver the applicable Holder a bank check in the amount of accrued and unpaid dividends and (C) if Section 6(c)(i)(2) is applicable to such conversion, pay to the applicable Holder in cash the amounts required to be paid
to such Holder pursuant to Section 6(c)(i)(2) by wire transfer of immediately available funds. On or after the earlier of (i) the six month anniversary of the Original Issue Date of such Preferred Stock or (ii) the date a Registration
Statement covering the Conversion Shares is declared effective by the Commission, the Corporation shall use its best efforts to deliver any certificate or certificates required to be delivered by the Corporation under this Section 6
electronically through the Depository Trust Company or another established clearing corporation performing similar functions. 
 iii. Failure to Deliver Certificates or Pay Required Amount. If, in the case of any Conversion Notice, the Corporation fails for any reason to deliver to the applicable Holder by the Share Delivery
Date (x) the Conversion Shares required to be delivered pursuant to Section 6(c)(ii) or to credit the Holder’s or its designee’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 pursuant to Section 6(c)(ii) (as the case may be), then in addition to all other remedies available to the Holder or (y) any of the amounts required to be paid to the Holder pursuant to
Section 6(c)(ii), the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of all the deliveries any payments required by Section 6(c)(ii), to rescind such Conversion Notice, in which
event the Corporation shall promptly return to the Holder any original Preferred Stock delivered to the Corporation and the Holder shall promptly return to the Corporation (a) any certificates so issued or any shares of Common Stock so credited
to such Holder and (b) any amounts so paid pursuant to the Holder pursuant to Section 6(c)(ii), in each case, with respect to such rescinded Conversion Notice. 

  
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 iv. Obligation Absolute; Partial Liquidated Damages. The
Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same,
any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by
such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the
Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such
Holder. In the event a Holder shall elect to convert any or all of the Stated Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been
engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and
obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash,
upon a properly noticed conversion. If the Corporation fails to deliver to a Holder such certificate or certificates pursuant to Section 6(c)(ii) on the second Trading Day after the Share Delivery Date applicable to such conversion, the
Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day and
increasing to $200 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such certificates are delivered or Holder rescinds such
conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare a Triggering Event pursuant to Section 10 hereof for the Corporation’s failure to deliver Conversion Shares within the period specified herein
and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a
Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. 

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

  
 16 









 vi. Reservation of Shares Issuable Upon Conversion. The Corporation
covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, each as
herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall
(subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock and payment of
dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Conversion Shares Registration Statement is then
effective under the Securities Act, shall be registered for public resale in accordance with such Conversion Shares Registration Statement. 
 vii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock. As to any fraction of a share which the Holder would
otherwise be entitled to purchase upon such conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the
next whole share. 
 viii. Transfer Taxes and Expenses. The issuance of certificates for shares of the
Common Stock on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation
shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the
Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of
the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion. 
 d) Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred
Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such
Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its
Affiliates shall include the number of shares of Common Stock issuable upon 

  
 17 









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

  
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 Section 7. Certain Adjustments. 

a) Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding:
(i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of
Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares
of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 
 b) Subsequent Equity Sales. If, at any time while this Preferred Stock is outstanding, the Corporation or any Subsidiary, as applicable sells or grants any option to purchase or sells or grants any
right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective
price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock
Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in
connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of
the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will
be made under this Section 7(b) in respect of an Exempt Issuance. If the Corporation enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Corporation shall be deemed to have issued Common
Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Corporation shall notify the Holders in writing, no later than the Trading Day following the issuance of any Common
Stock or Common Stock Equivalents subject to this Section 7(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance
Notice”). For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant to this Section 7(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of
Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in the Notice of Conversion. 

  
 19 









 c) Subsequent Rights Offerings. In addition to any adjustments
pursuant to the other subsections of this Section 7, if at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of shares of Common Stock (the “Purchase Rights”), then the Holder of will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the
Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before 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 the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be
entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). 
 d) Pro Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, 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) (a “Distribution”), at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete Conversion of this Preferred Stock (without regard to any limitations on Conversion
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, 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 participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). 

  
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 e) Fundamental Transaction. If, at any time while this Preferred
Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or
exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock), the number of shares of Common Stock of the successor or acquiring corporation or
of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for
which this Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock). For purposes of any such conversion, the determination of
the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall
apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new
preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the
Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents (as defined in the Purchase Agreement)
in accordance with the provisions of this Section 7(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the holder of this Preferred Stock, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Preferred
Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Preferred Stock (without
regard to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the
relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of this Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation and the other Transaction Documents referring to the “Corporation” shall
refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents with the same
effect as if such Successor Entity had been named as the Corporation herein. 

  
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 f) Net Income Related Adjustment. For purposes of this
Section 7(f) “Adjusted Net Income” means, for the applicable period, the net income (or net loss) of the Corporation and its consolidated Subsidiaries, determined in accordance with GAAP, consistently applied, plus any deduction for
warrant or option derivative liability set forth in the Corporation’s income statement for the applicable period. All determinations of the components of Adjusted Net Income from the Corporation’s most recently filed Form 10-Q or Form
10-K, as applicable. In addition to any other adjustments hereunder, the Conversion Price shall be permanently and cumulatively reduced, and only reduced, by the percentage by which the Corporation fails to meet the Adjusted Net Income amounts set
forth below. 
 i) for the nine month period ending September 30, 2012 (the “Third Quarter
Milestone”) the Corporation shall have Adjusted Net Income of at least $15,000,000, each as reported in the Corporation’s Form 10-Q for the quarter ending on September 30, 2012 as filed with the Commission; and 

ii) for the twelve month period ending December 31, 2012 (the “Fourth Quarter Milestone”) the Corporation
shall have Adjusted Net Income of at least $25,000,000 as reported in the Corporation’s Form 10-K for the year ending December 31, 2012 as filed with the Commission. 

Each such adjustment shall be effective as of the first day of the following quarter (by way of example, if the Adjusted
Net Income requirement is not met for the quarter ended September 30, 2012, the reduction is effective immediately on October 1, 2012). As to any conversions by a Holder that occurred following the end of a quarter but prior to the date
the Corporation’s periodic report was filed (“Interim Period”), the Corporation shall retroactively send such Holder additional Conversion Shares within 3 Trading Days of the date of the applicable filing if an adjustment is required
hereunder. The number of additional Conversion Shares issued shall be equal to the number of Conversion Shares receivable from such conversions based on the adjusted Conversion Price less any Conversion Shares previously received on account of such
conversions. Any subsequent restatements of the Corporation’s financials shall require similar retroactive issuances if the aforementioned events are subsequently deemed to have occurred. The Corporation shall provide written notice to each
Holder no later than 1 Business Day following the Corporation’s filing of the applicable periodic report with the Commission, indicating therein the new conversion price and the Adjusted Net Income. In the event the Corporation fails to timely
file a 10-Q for the period ending September 30, 2012 or a 10-K for the period ending December 31, 2012, the Corporation shall be irrevocably deemed to have failed to meet the Third Quarter and Fourth Quarter Milestone. In the event that
there is an adjustment to the Conversion Price pursuant to any other provision under this Section 7 during the Interim Period, the Conversion Price shall be the lower of the (i) the Conversion Price as adjusted pursuant to the other
provisions of this Section 7 and (ii) the new Conversion Price as determined hereunder. Notwithstanding anything herein to the contrary, the provisions shall only have the effect of reducing the Conversion Price. By way of an example,
if the Conversion Price on September 29, 2012 is $1.00, and the Corporation shall report Adjusted Net Income of $10,000,000 for the nine month period ending September 30, 2012, the Conversion Price would be reduced to $0.66, effective as
of October 1, 2012, pursuant to the terms of this Section 7(f). 

  
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 g) Calculations. All calculations under this Section 7 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares
of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding. 
 h) Notice to
the Holders. 
 i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant
to any provision of this Section 7, the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 

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

  
 23 









 Section 8. Forced Conversion and Optional Redemption. 

a) Forced Conversion. Notwithstanding anything herein to the contrary, if after the six month anniversary of the
Original Issue Date for the applicable Preferred Stock (i.e., the Closing Date or the date of closing for an exercise of a Greenshoe Right), the VWAP for each of any 10 consecutive Trading Day period, which 10 consecutive Trading Day period shall
have commenced only after the six month anniversary of the Closing Date (“Threshold Period”), exceeds 200% of the then effective Conversion Price, the Corporation may, within 1 Trading Day after the end of any such Threshold Period,
deliver a written notice to all Holders (a “Forced Conversion Notice” and the date such notice is delivered to all Holders, the “Forced Conversion Notice Date”) to cause each Holder to convert all or part of such
Holder’s Forced Conversion Amount (as specified in such Forced Conversion Notice) plus all accrued but unpaid dividends thereon and all liquidated damages and other amounts due in respect of the Preferred Stock pursuant to Section 6, it
being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”).
For clarity, the Corporation shall be entitled to multiple Forced Conversions until such time as the aggregate initial Forced Conversion Amount has been converted, provided, however, there shall be at least twenty Trading Days between a Forced
Conversion Date and any subsequent Forced Conversion Notices. In addition, after Forced Conversions aggregating the initial Forced Conversion Amount have been effected, as described above, if after such Forced Conversion(s), the VWAP for each of any
10 consecutive Trading Day period, which 10 consecutive Trading Day period shall have commenced only after initial Forced Conversion Date (“Second Forced Conversion Threshold Period”), exceeds 250% of the then effective Conversion
Price, the Corporation may, within 1 Trading Day after the end of any such Second Forced Conversion Threshold Period, deliver a written notice to all Holders (a “Second Forced Conversion Notice” and the date such notice is delivered
to all Holders, the “Second Forced Conversion Notice Date”) to cause each Holder to convert all or part of such Holder’s Forced Conversion Amount (as specified in such Second Forced Conversion Notice) plus all accrued but
unpaid dividends thereon and all liquidated damages and other amounts due in respect of the Preferred Stock pursuant to Section 6, it being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur on
the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Second Forced Conversion Date”). The Corporation may not deliver a Forced Conversion or Second Forced Conversion Notice, and any Forced
Conversion and Second Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period and Second Forced Conversion Threshold
Period through and including the later of the applicable Forced or Second Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the
Forced Conversion or Second Forced Conversion Notice, as applicable. Any Forced Conversion Notices and Second Forced Conversion Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases of Preferred Stock
hereunder, provided that any voluntary conversions by a Holder prior to or after a Forced Conversion Notice or Second Forced Conversion Notice, as applicable, but prior to such Forced Conversion Date or Second Forced Conversion Date shall be applied
against such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all shares of the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion
shall be subject to all of the provisions of Section 6, including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. 

  
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 b) Optional Redemption at Election of
Corporation. Subject to the provisions of this Section 8, at any time after 6-month anniversary of the Original Issue Date for the applicable Preferred Stock, the Corporation may deliver a notice to the Holders (an “Optional
Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem all or a part of the then outstanding Preferred Stock (but no such
Optional Redemption shall be for less than Preferred Stock having an aggregate Stated Value equal to 10% of the Stated Value of the Preferred Stock issued on the Closing Date), for cash in an amount equal to the Optional Redemption Amount on the
20th Trading Day following the Optional Redemption Notice
Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Corporation may only effect an
Optional Redemption if each of the Equity Conditions shall have been met on each Trading Day occurring during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date
payment of the Optional Redemption Amount is actually made. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then a Holder may elect to nullify the Optional Redemption Notice as to such Holder
by notice to the Corporation within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Corporation is obligated to notify the Holders of the
non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Corporation) in which case the Optional Redemption Notice shall be null and void, ab initio. The Corporation
covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date the Optional Redemption Amount is paid in full. If any portion of the cash payment for an
Optional Redemption has not been paid by the Corporation on the applicable redemption date, interest shall accrue thereon until such amount is paid in full at a rate equal to the lesser of 18% per annum or the maximum rate permitted by
applicable law. 

  
 25 









 Section 9. Negative Covenants. As long as any shares of Preferred Stock
are outstanding, unless the holders of at least 67% in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to,
directly or indirectly: 
 a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or
suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits
therefrom; 
 b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of
any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; 
 c) amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder; 

d) amend or modify any compensatory, “fringe benefit” or other material provision of the executive employment
agreements described in Schedule 3.1(k) to the Purchase Agreement, or otherwise authorize any additional compensation or consideration of any nature (cash, equity or otherwise) payable to the executives party to such agreements or their
respective Affiliates beyond the cash salaries thereunder, without the prior written consent of a majority of the Independent Board Members (it being understood that for the purpose of such approval there shall be at least three Independent Board
Members on the Corporation’s board of directors, at least two of which shall approve any such amendment or modification to the employment agreements or otherwise approve any additional payment(s) to such executives); 

e) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of
its Common Stock, Common Stock Equivalents or Junior Securities, other than as to (i) the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents and (ii) repurchases of Common Stock or Common Stock
Equivalents of departing officers and directors of the Corporation, provided that such repurchases shall not exceed an aggregate of $10,000 for all officers and directors for so long as the Preferred Stock is outstanding; 

f) pay cash dividends or distributions on Junior Securities of the Corporation; 

  
 26 









 g) enter into any transaction with any Affiliate of the Corporation which
would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a
quorum otherwise required for board approval); or 
 h) enter into any agreement with respect to any of the
foregoing. 
 Section 10. Redemption Upon Triggering Events. 

a) “Triggering Event” means, wherever used herein any of the following events (whatever the reason for
such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body): 

i. the Corporation shall fail to deliver certificates representing Conversion Shares issuable upon a conversion hereunder
that comply with the provisions hereof prior to the seventh Trading Day after such shares are required to be delivered hereunder, or the Corporation shall provide written notice to any Holder, including by way of public announcement, at any time, of
its intention not to comply with requests for conversion of any shares of Preferred Stock in accordance with the terms hereof; 
 ii. the Corporation shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In within seven calendar days after notice therefor is delivered hereunder within five days of the
date due and payable; 
 iii. the Corporation shall fail to have available a sufficient number of authorized and
unreserved shares of Common Stock to issue to such Holder upon a conversion hereunder; 
 iv. unless
specifically addressed elsewhere in this Certificate of Designation as a Triggering Event, the Corporation shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction
Documents, and such failure or breach shall not, if subject to the possibility of a cure by the Corporation, have been cured within the earlier to occur of (A) 8 Trading Days after notice of such breach or failure sent by any Holder to the
Corporation and (B) 12 Trading Days after the Corporation has become or should have become aware of such breach or failure; 
 v. the Corporation shall redeem more than a de minimis number of Junior Securities other than as to repurchases of Common Stock or Common Stock Equivalents from departing officers and directors,
provided that, while any of the Preferred Stock remains outstanding, such repurchases shall not exceed an aggregate of $10,000 from all officers and directors; 

  
 27 









 vi. the Corporation shall be party to a Change of Control Transaction;

 vii. there shall have occurred a Bankruptcy Event; 

viii. the Common Stock shall fail to be listed or quoted for trading on a Trading Market for more than seven Trading
Days, which need not be consecutive Trading Days; or 
 ix. except for the Prexus proceedings ($3,000,000) and
the Siemens proceedings ($2,800,000) described on the Company’s annual report on Form 10-K filed with the Commission for the year ended December 31, 2011, any monetary judgment, writ or similar final process that is not subject to further
appeal shall be entered or filed against the Corporation, any subsidiary or any of their respective property or other assets for more than $500,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a
period of 45 calendar days. 
 b) Upon the occurrence of a Triggering Event, each Holder shall (in addition to
all other rights it may have hereunder or under applicable law) have the right, exercisable at the sole option of such Holder, to require the Corporation to, (A) with respect to the Triggering Events set forth in Sections 10(a)(i), (iii), (iv),
(v), (vi) (as to Changes of Control approved by the Board of Directors of the Corporation) and (vii) (as to voluntary filings only), redeem all of the Preferred Stock then held by such Holder for a redemption price, in cash, equal to the
Triggering Redemption Amount or (B) at the option of each Holder and with respect to the Triggering Events set forth in Sections 10(a)(ii), (vi), (as to Changes of Control not approved by the Board of Directors of the Corporation),
(vii) (as to involuntary filings only), (viii) and (ix), either (a) redeem all of the Preferred Stock then held by such Holder for a redemption price, in shares of Common Stock, equal to a number of shares of Common Stock equal to the
Triggering Redemption Amount divided by 75% of the average of the 10 VWAPs immediately prior to the date of election hereunder or (b) increase the dividend rate on all of the outstanding Preferred Stock held by such Holder to 18% per annum
thereafter. The Triggering Redemption Amount, in cash or in shares, shall be due and payable or issuable, as the case may be, within five Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the
“Triggering Redemption Payment Date”). If the Corporation fails to pay in full the Triggering Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock),
the Corporation will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from such date until the Triggering Redemption Amount, plus all such interest thereon, is
paid in full. For purposes of this Section, a share of Preferred Stock is outstanding until such date as the applicable Holder shall have received Conversion Shares upon a conversion (or attempted conversion) thereof that meets the requirements
hereof or has been paid the Triggering Redemption Amount in cash. 

  
 28 









 Section 11. Miscellaneous. 

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder
including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by electronic mail (provided confirmation of transmission is electronically generated and kept on file by the sending party) or sent
by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Donald W. Sapaugh, President, facsimile number 713-375-7105, or by electronic mail, addressed to the Corporation at
e-mail address: dsapaugh@ughs.net, or such other facsimile number, e-mail address or mailing address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 11. Any and all
notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the
facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase
Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail at the
facsimile number or e-mail address, as applicable, set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via
facsimile or electronic mail at the facsimile number or e-mail address, as applicable, set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. 

b) Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall
alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin
or currency, herein prescribed. 
 c) Lost or Mutilated Preferred Stock Certificate. If a Holder’s
Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost,
stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof
reasonably satisfactory to the Corporation. 

  
 29 









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

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


  
 30 









 g) Next Business Day. Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. 
 h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions
hereof. 
 i) Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be
issued pursuant to the Purchase Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer
be designated as Series C Variable Rate Preferred Stock. 
 ********************* 

  
 31 









 RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and the secretary or any
assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of
Nevada law. 
 IN WITNESS WHEREOF, the undersigned have executed this Certificate this
            day of             2012. 
  

					
	     Name:
     Title:
	 		  	 Name:
 Title:



  
 32 









 ANNEX A 
 NOTICE OF CONVERSION 
 (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT
SHARES OF PREFERRED STOCK) 
 The undersigned hereby elects to convert the number of shares of Series C Variable Rate Convertible Preferred
Stock indicated below into shares of common stock, par value $.001 per share (the “Common Stock”), of University General Health System, Inc., a Nevada corporation (the “Corporation”), according to the conditions
hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes. 

Conversion calculations: 
  

			
	Date to Effect Conversion:	  	  



  

			
	Number of shares of Preferred Stock owned prior to Conversion:	  	  



  

			
	Number of shares of Preferred Stock to be Converted:	  	  



  

			
	Stated Value of shares of Preferred Stock to be Converted:	  	  



  

			
	Number of shares of Common Stock to be Issued:	  	  



  

			
	Applicable Conversion Price:	  	  



  

			
	Number of shares of Preferred Stock subsequent to Conversion:	  	  



  

					
	Address for Delivery:	  	  
	  	 
	 or
	  		  	
	 DWAC Instructions:
	  	
	 Broker no:
                        
	  	
	 Account no:
                                        

	  	


  

			
	[HOLDER]
		
	By:	 	      

		 	Name:
		 	Title:



  
 33