Exhibit 4.1


 


CERTIFICATE OF DESIGNATIONS OF

SERIES B CONVERTIBLE PREFERRED STOCK OF

AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.





 


I, [_____________], hereby
certify that I am the [_____________] and [_____________] of American Virtual Cloud Technologies, Inc. (the “Company”),
a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby
certify:


 


That pursuant to the authority
expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Certificate of
Incorporation, as amended (the “Certificate of Incorporation”), and Section 151(g) of the DGCL, the Board on February
__, 2022 adopted the following resolution determining it desirable and in the best interests of the Company and its stockholders for the
Company to create a series of twenty one thousand and five hundred (21,500) shares of preferred stock designated as “Series B
Convertible Preferred Stock”, none of which shares have been issued:


 


RESOLVED, that pursuant to
the authority vested in the Board this Company, in accordance with the provisions of the Certificate of Incorporation, a series of preferred
stock, par value $0.0001 per share, of the Company be and hereby is created, and that the designation and number of shares thereof and
the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications,
limitations and restrictions thereof are as follows:


 


TERMS OF SERIES B CONVERTIBLE PREFERRED STOCK


 


1. Designation
and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated as “Series
B Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred Shares shall be twenty
one thousand and five hundred (21,500). Each Preferred Share shall have a par value of $0.0001. Capitalized terms not defined herein shall
have the meaning as set forth in Section 33 below.


 


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


 






     


     


    

 


3. Dividends.
From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), unless a Triggering
Event has occurred and is continuing, no holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”)
shall be entitled to receive any dividends (“Dividends”) except in accordance with Section 7 or Section 17 below or,
otherwise, to the extent, if any, as may be declared by the Board on the Preferred Shares, from time to time, in its sole and absolute
discretion, which Dividends, if any, shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions
and other terms hereof, in cash on the Stated Value of such Preferred Share. From and after the occurrence and during the continuance
of any Triggering Event, Dividends shall accrue on each Preferred Share at fifteen percent (15.0%) per annum (the “Default Rate”)
and shall be computed on the basis of a 360-day year and twelve 30-day months. Dividends, if any, on the Preferred Shares shall be payable
by way of inclusion of the Dividends in the Conversion Amount on each Conversion Date in accordance with Section 4(c)(i) or upon any redemption
in accordance with Section 12 or upon any required payment upon any Bankruptcy Triggering Event.


 


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


 


(a) 
Holder’s Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Initial
Issuance Date, each Holder shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly
issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below).
The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance
of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.
The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees
and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common Stock upon
conversion of any Preferred Shares.


 





 


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


 


(i)  “Conversion
Amount” means, with respect to each Preferred Share, as of the applicable date of determination, the sum of (1) the Stated Value
thereof plus (2) the Additional Amount thereon and any accrued and unpaid Late Charges (as defined below in Section 26(c)) with respect
to such Stated Value and Additional Amount as of such date of determination.


 






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(ii)  “Conversion
Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, $1.00, subject
to adjustment as provided herein.


 


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


 


(i)  Optional
Conversion. To convert a Preferred Share into shares of Common Stock on any date (a “Conversion Date”), a Holder
shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of
an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit
I (the “Conversion Notice”) to the Company. If required by Section 4(c)(iii), within two (2) Trading Days following
a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service
for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”)
so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction
as contemplated by Section 20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice,
the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common
Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit
II, of receipt of such Conversion Notice to such Holder and the Company’s transfer agent (the “Transfer Agent”),
which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms
herein. On or before the second (2nd) Trading Day following each date on which the Company has received a Conversion Notice (or such earlier
date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable
Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”),
the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of shares of Common Stock to which
such Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s balance account with DTC through
its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in FAST, upon the request of such Holder,
issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in
the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number
of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(iii) is greater
than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later than two (2)
Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee)
a new Preferred Share Certificate or a new Book-Entry (in either case, accordance with Section 20(d)) representing the number of Preferred
Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares
shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In connection
with any conversion of Preferred Shares by a Holder, the number of Preferred Shares converted by such Holder shall be deducted from the
Installment Amount(s) of such Holder relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding
the foregoing, with respect to any Conversion Notice delivered by a Buyer (as defined in the Securities Purchase Agreement) to the Company
on or prior to 4:00 p.m. (New York City time) on the Trading Day immediately prior to the date of initial issuance of such applicable
Preferred Shares to be converted pursuant to such Conversion Notice (each, an “Issuance Date”), which may be delivered
at any time after the time of execution of the Securities Purchase Agreement, the Company agrees to deliver the shares of Common Stock
issuable upon conversion of such Preferred Shares to be issued on such date subject to such notice(s) by 4:00 p.m. (New York City time)
on such applicable Issuance Date and such Issuance Date shall be the Share Delivery Date for purposes hereunder with respect to such Conversion
Notice.


 






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(ii)  Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery
Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to such Holder (or its designee) a certificate for
the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s
share register or, if the Transfer Agent is participating in FAST, to credit such Holder’s or its designee’s balance account
with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion
Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to such Holder,
(X) the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such shares of Common
Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number of shares of Common Stock not issued to
such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) any trading price of the
Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date
and ending on the applicable Share Delivery Deadline, and (Y) such Holder, upon written notice to the Company, may void its Conversion
Notice with respect to, and retain or have returned, as the case may be, all, or any portion, of such Preferred Shares that has not been
converted pursuant to such Conversion Notice; provided that the voiding of an Conversion Notice shall not affect the Company’s obligations
to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(ii) or otherwise. In addition to
the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST, the Company shall fail to
issue and deliver to such Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share
register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of such Holder
or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon
such Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after
such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding
to all or any portion of the number of shares of Common Stock issuable upon such conversion that such Holder is entitled to receive from
the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in
addition to all other remedies available to such Holder, the Company shall, within two (2) Business Days after receipt of such Holder’s
request and in such Holder’s discretion, either: (I) pay cash to such Holder in an amount equal to such Holder’s total purchase
price (including brokerage commission, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired
(including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”),
at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit
to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock
to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common
Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing
such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for
the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be)
and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares
of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on
the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II). 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 Company’s failure to timely deliver certificates representing
shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of the Preferred Shares as required
pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Conversion Failure, this Section
4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such
Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.


 






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(iii)  Registration;
Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by
electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in
Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”)
for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and
whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered Preferred
Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and
each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share for
all purposes (including, without limitation, the right to receive payments and Dividends hereunder) notwithstanding notice to the contrary.
A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon
its receipt of a written request to assign, transfer or sell one or more Registered Preferred Shares by such Holder thereof, the Company
shall record the information contained therein in the Register and issue one or more new Registered Preferred Shares in the same aggregate
Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated assignee or transferee pursuant to Section 20,
provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of such Registered Preferred Shares
within two (2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer
or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 4, following conversion of any Preferred
Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender such Preferred Shares
held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented
by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company
as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be
included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of the applicable Preferred Share Certificate.
Each Holder and the Company shall maintain records showing the Stated Value, Dividends and Late Charges converted and/or paid (as the
case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory
to such Holder and the Company, so as not to require physical surrender of a Preferred Share Certificate upon conversion. If the Company
does not update the Register to record such Stated Value, Dividends and Late Charges converted and/or paid (as the case may be) and the
dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall
be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing
the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest
error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be
less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend:


 


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


 






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(iv) Pro Rata Conversion;
Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the
Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert from each Holder electing
to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted for conversion on
such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number
of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable
to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common
Stock not in dispute and resolve such dispute in accordance with Section 25.


 


(d) Limitation
on Beneficial Ownership.


 


(i) Beneficial
Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not
have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of
Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such
conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties
shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of
Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made,
but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially
owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants,
including the Preferred Shares and the Warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation
on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial
ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding
shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such
Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report
on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a
more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth
the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding
Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent
that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i),
to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant
to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1)
Business Day confirm orally and in writing or by electronic mail to such Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including such Preferred Shares, by such Holder and any other Attribution Party since the date as of which
the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion
of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act),
the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds
the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such
Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, any Holder
may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice)
or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice
is delivered to the Company and (ii) any such increase or decrease will apply only to such Holder and the other Attribution Parties and
not to any other Holder that is not an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock issuable
to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to
convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph
(or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.


 



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(ii) Principal
Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise pursuant
to the terms of this Certificate of Designations if the issuance of such shares of Common Stock (taken together with the issuance of all
other shares of Common Stock upon exercise of the Warrants) would exceed the aggregate number of shares of Common Stock which the Company
may issue upon exercise or conversion (as the case may be) of the Preferred Shares and the Warrants without breaching the Company’s
obligations under the rules and regulations the listing rules of the Principal Market (the number of shares which may be issued without
violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event
that the Company (A) obtains the approval of its stockholders as required by the applicable rules and regulations of the Principal Market
for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company
that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such
written opinion is obtained, no Holder shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Preferred
Shares or any Warrant, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance
Date multiplied by (ii) the quotient of (1) the aggregate number of Preferred Shares issued to such Holder on the Initial Issuance Date
divided by (2) the aggregate number of Preferred Shares issued to the Holders on the Initial Issuance Date (with respect to each Holder,
the “Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such Holder’s
Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation with respect to
such portion of such Preferred Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect
to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of a holder’s Preferred Shares, the
difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such
holder upon such holder’s conversion in full of such Preferred Shares shall be allocated, to the respective Exchange Cap Allocations
of the remaining holders of Preferred Shares and/or related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying
the Preferred Shares and/or related Warrants then held by each such holder of Preferred Shares and/or related Warrants. In the event that
after June [●], 20221, the Company
is prohibited from issuing any shares of Common Stock pursuant to this Section 4(d)(ii)(the “Exchange Cap Shares”)
to a Holder, the Company shall pay cash to such Holder in exchange for the redemption of such number of Preferred Shares held by such
Holder that are not convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange
Cap Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date such
Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such
issuance and payment under this Section 4(d)(ii) and (ii) to the extent such Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by such Holder of Exchange Cap Shares, any brokerage commissions and other
out-of-pocket expenses, if any, of such Holder incurred in connection therewith.


 


(e) Right
of Alternate Conversion.


 


(i) Alternate Conversion
Upon a Triggering Event. Subject to Section 4(d), at any time during a Triggering Event Redemption Right Period (as defined below,
such Holder may, at such Holder’s option, by delivery of a Conversion Notice to the Company (the date of any such Conversion Notice,
each an “Alternate Conversion Date”), convert all, or any number of Preferred Shares (such Conversion Amount of the
Preferred Shares to be converted pursuant to this Section 4(e)(ii), each, an “Alternate Conversion Amount”) into shares
of Common Stock at the Alternate Conversion Price (each an “Alternate Conversion”).


 





 






	1	Insert date that is three months from the Initial Issuance
Date.



 






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(ii) Mechanics
of Alternate Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any Alternate Conversion Amount of Preferred
Shares pursuant to Section 4(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes
hereunder with respect to such Alternate Conversion and with “Required Premium of the Conversion Amount” replacing “Conversion
Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by designating in the
Conversion Notice delivered pursuant to this Section 4(e) of this Certificate of Designations that such Holder is electing to use the
Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor Price Condition, on the applicable
Alternate Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion Floor Amount. Notwithstanding
anything to the contrary in this Section 4(e), but subject to Section 4(d), until the Company delivers shares of Common Stock representing
the applicable Alternate Conversion Amount of Preferred Shares to such Holder, such Preferred Shares may be converted by such Holder into
shares of Common Stock pursuant to Section 4(c) without regard to this Section 4(e).


 


5. Triggering
Event Redemptions.


 


(a) Triggering
Event. Each of the following events shall constitute a “Triggering Event” and each of the events in clauses (viii),
(ix), and (x) shall constitute a “Bankruptcy Triggering Event”:


 


(i)  the
suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period
of five (5) consecutive Trading Days;


 


(ii)  the
Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required
number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or exercise date (as the case may be)
or (B) written notice to any holder of Preferred Shares or Warrants, including, without limitation, by way of public announcement or through
any of its agents, at any time, of its intention not to comply, as required, with a request for exercise of any Warrants for Warrant Shares
in accordance with the provisions of the Warrants or a request for conversion of any Preferred Shares into shares of Common Stock that
is requested in accordance with the provisions of this Certificate of Designations, other than pursuant to Section 4(d) hereof;


 


(iii)  except
to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive day
that a Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the sum of (A) 100% of the number of
shares of Common Stock that such Holder would be entitled to receive upon a conversion, in full, of all of the Preferred Shares then held
by such Holder (assuming a conversion a the Floor Price then in effect and without regard to any limitations on conversion set forth in
this Certificate of Designations) and (B) 100% of the number of shares of Common Stock that such Holder would then be entitled to receive
upon exercise in full of such Holder’s Warrants (without regard to any limitations on exercise set forth in the Warrants);


 






    8


     


    

 


(iv)  subject
to the provisions of Section 170 of the DGCL, the Board fails to declare any Dividend to be paid on the applicable Dividend Date in accordance
with Section 3;


 


(v) the Company’s
failure to pay to any Holder any Dividend on any Dividend Date (whether or not declared by the Board) or any other amount when and as
due under this Certificate of Designations (including, without limitation, the Company’s failure to pay any redemption payments
or amounts hereunder), the Securities Purchase Agreement or any other Transaction Document or any other agreement, document, certificate
or other instrument delivered in connection with the transactions contemplated hereby and thereby (in each case, whether or not permitted
pursuant to the DGCL), except, in the case of a failure to pay Dividends and Late Charges when and as due, in each such case only if such
failure remains uncured for a period of at least five (5) Trading Days;


 


(vi)  the
Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the applicable Holder upon conversion
or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by such Holder under the
Transaction Documents as and when required by such Securities or the Securities Purchase Agreement, as applicable, unless otherwise then
prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) Trading Days;


 


(vii) the occurrence
of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness (as defined
in the Securities Purchase Agreement) of the Company or any of its Subsidiaries;


 


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


 


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


 






    9


     


    

 


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


 


(xi)  a
final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company and/or any of
its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending
appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered
by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth above so long
as the Company provides each Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably
satisfactory to each Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary
(as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;


 


(xii)  the
Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period,
any payment with respect to any Indebtedness in excess of $500,000 due to any third party (other than, with respect to unsecured Indebtedness
only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect
to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation
of any agreement for monies owed or owing in an amount in excess of $500,000, which breach or violation permits the other party thereto
to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,
with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company
or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations
(including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of
its Subsidiaries, individually or in the aggregate;


 






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


 


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


 


(xv)  any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15(m) of this Certificate of
Designations;


 


(xvi)  any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs that has not been cured, if capable of curing, within
five (5) Trading Days of the occurrence; or


 


(xvii) any provision
of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and
binding on or enforceable against the Company, or the validity or enforceability thereof shall be contested, directly or indirectly, by
the Company or any Subsidiary, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having
jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof or the Company or any of its Subsidiaries
shall deny in writing that it has any liability or obligation purported to be created under one or more Transaction Documents.


 


(b) Notice
of a Triggering Event; Redemption Right. Upon the occurrence of a Triggering Event with respect to the Preferred Shares, the Company
shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified)
(an “Triggering Event Notice”) to each Holder. At any time after the earlier of a Holder’s receipt of a Triggering
Event Notice and such Holder becoming aware of a Triggering Event (such earlier date, the “Triggering Event Right Commencement
Date”) and ending (such ending date, the “Triggering Event Right Expiration Date”, and each such period,
an “Triggering Event Redemption Right Period”) on the fifteenth (15th) Trading Day after the later of (x) the later
of (1) the date such Triggering Event is cured and (2) the date the Company delivers written notice to the Holders of the cure of such
Triggering Event and (y) such Holder’s receipt of a Triggering Event Notice that includes (I) a reasonable description of the applicable
Triggering Event, (II) a certification as to whether, in the opinion of the Company, such Triggering Event is capable of being cured and,
if applicable, a reasonable description of any existing plans of the Company to cure such Triggering Event and (III) a certification as
to the date the Triggering Event occurred and, if cured on or prior to the date of such Triggering Event Notice, the applicable Triggering
Event Right Expiration Date, such Holder may require the Company to redeem (regardless of whether such Triggering Event has been cured
on or prior to the Triggering Event Right Expiration Date) all or any of the Preferred Shares by delivering written notice thereof (the
“Triggering Event Redemption Notice”) to the Company, which Triggering Event Redemption Notice shall indicate the number
of the Preferred Shares such Holder is electing to redeem. Each of the Preferred Shares subject to redemption by the Company pursuant
to this Section 5(b) shall be redeemed by the Company at a price equal to the greater of (i) the product of (A) the Conversion Amount
to be redeemed multiplied by (B) the Redemption Premium and (ii) the product of (X) the Conversion Rate with respect to the Conversion
Amount in effect at such time as such Holder delivers a Triggering Event Redemption Notice multiplied by (Y) the product of (1) the Redemption
Premium multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date
immediately preceding such Triggering Event and ending on the date the Company makes the entire payment required to be made under this
Section 5(b) (the “Triggering Event Redemption Price”). Redemptions required by this Section 5(b) shall be made in
accordance with the provisions of Section 12. To the extent redemptions required by this Section 5(b) are deemed or determined by a court
of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments.
Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 4(d), until the Triggering Event Redemption Price
(together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together
with any Late Charges thereon) may be converted, in whole or in part, by such Holder into Common Stock pursuant to the terms of this Certificate
of Designations. In the event of a partial redemption of the Preferred Shares held by a Holder pursuant hereto, the number of Preferred
Shares of such Holder redeemed shall be deducted from the Installment Amount(s) of such Holder relating to the applicable Installment
Date(s) as set forth in the Triggering Event Redemption Notice. In the event of the Company’s redemption of any of the Preferred
Shares under this Section 5(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability
to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for such Holder.
Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate
of such Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption upon a Triggering Event shall not
constitute an election of remedies by the applicable Holder or any other Holder, and all other rights and remedies of each Holder shall
be preserved.


 






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(c) Mandatory
Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that
is then required or in process, upon any Bankruptcy Triggering Event, whether occurring prior to or following the Maturity Date, the Company
shall immediately redeem, in cash, each of the Preferred Shares then outstanding at a redemption price equal to the applicable Triggering
Event Redemption Price (calculated as if such Holder shall have delivered the Triggering Event Redemption Notice immediately prior to
the occurrence of such Bankruptcy Triggering Event), without the requirement for any notice or demand or other action by any Holder or
any other person or entity, provided that a Holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy
Triggering Event, in whole or in part, and any such waiver shall not affect any other rights of such Holder or any other Holder hereunder,
including any other rights in respect of such Bankruptcy Triggering Event, any right to conversion, and any right to payment of such Triggering
Event Redemption Price or any other Redemption Price, as applicable.


 


6. Rights
Upon Fundamental Transactions.


 


(a) Assumption.
The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity (if the Successor Entity
is not the Company) assumes in writing all of the obligations of the Company under this Certificate of Designations and the other Transaction
Documents in accordance with the provisions of this Section 6(a) pursuant to written agreements in form and substance satisfactory to
the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each
holder of Preferred Shares in exchange for such Preferred Shares a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Certificate of Designations, including, without limitation, having a stated value
and dividend rate equal to the stated value and dividend rate of the Preferred Shares held by the Holders and having similar ranking to
the Preferred Shares, and satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity) is a publicly
traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence of any
Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor
Entity (if the Successor Entity is not the Company) shall deliver to each Holder confirmation that there shall be issued upon conversion
or redemption of the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common
Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 17, which shall continue
to be receivable thereafter)) issuable upon the conversion or redemption of the Preferred Shares prior to such Fundamental Transaction,
such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each
Holder would have been entitled to receive upon the happening of such Fundamental Transaction had all the Preferred Shares held by each
Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred
Shares contained in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations.
Notwithstanding the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section
6(a) to permit the Fundamental Transaction without the assumption of the Preferred Shares. The provisions of this Section 6 shall apply
similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion
or redemption of the Preferred Shares.


 






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(b) Notice
of a Change of Control Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the
consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such
Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to each Holder (a “Change
of Control Notice”). At any time during the period beginning after a Holder’s receipt of a Change of Control Notice or
such Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the
immediately preceding sentence (as applicable) and ending on the later of (A) the date of consummation of such Change of Control or (B)
twenty (20) Trading Days after the date of receipt of such Change of Control Notice or (C) twenty (20) Trading Days after the date of
the announcement of such Change of Control, such Holder may require the Company to redeem all or any portion of such Holder’s Preferred
Shares by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of
Control Redemption Notice shall indicate the number of Preferred Shares such Holder is electing to have the Company redeem. Each Preferred
Share subject to redemption pursuant to this Section 6(b) shall be redeemed by the Company in cash at a price equal to the greatest of
(i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount of the Preferred Shares being
redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion Amount
of the Preferred Shares being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the
shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the
applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date such Holder delivers the
Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control Redemption
Premium multiplied by (z) the product of (A) the Conversion Amount of the Preferred Shares being redeemed multiplied by (B) the quotient
of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid
to such holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting
publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately
prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following
the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately
prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change
of Control Redemption Price”). Redemptions required by this Section 6(b) shall have priority to payments to all other stockholders
of the Company in connection with such Change of Control. To the extent redemptions required by this Section 6(b) are deemed or determined
by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be
voluntary prepayments. Notwithstanding anything to the contrary in this Section 6(b), but subject to Section 4(d), until the applicable
Change of Control Redemption Price (together with any Late Charges thereon) is paid in full to the applicable Holder, the Preferred Shares
submitted by such Holder for redemption under this Section 6(b) may be converted, in whole or in part, by such Holder into Common Stock
pursuant to Section 4 or in the event the Conversion Date is after the consummation of such Change of Control, stock or equity interests
of the Successor Entity substantially equivalent to the Company’s shares of Common Stock pursuant to Section 4. In the event of
a partial redemption of the Preferred Shares held by a Holder pursuant hereto, the number of Preferred Shares of such Holder redeemed
shall be deducted from the Installment Amount(s) of such Holder relating to the applicable Installment Date(s) as set forth in the Change
of Control Redemption Notice. In the event of the Company’s redemption of any of the Preferred Shares under this Section 6(b), such
Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest
rates and the uncertainty of the availability of a suitable substitute investment opportunity for a Holder. Accordingly, any redemption
premium due under this Section 6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s
actual loss of its investment opportunity and not as a penalty. The Company shall make payment of the applicable Change of Control Redemption
Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation
of such Change of Control and within two (2) Trading Days after the Company’s receipt of such notice otherwise (the “Change
of Control Redemption Date”). Redemptions required by this Section 6 shall be made in accordance with the provisions of Section
12.


 


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


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 8 and Section 17 below, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially
all of the record holders of any class of Common Stock (the “Purchase Rights”), then each Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such
Holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares (without taking into
account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that all the Preferred
Shares were converted at the Alternate Conversion Price as of the applicable record date) held by such Holder immediately prior to the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, to the extent that such Holder’s right to participate in any such Purchase Right would result in such Holder and the other
Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Purchase Right to
such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of
such Purchase Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held
in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended
by such number of days held in abeyance, if applicable) for the benefit of such Holder until such time or times, if ever, as its right
thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such
Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,
such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).


 






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(b) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or
in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure
that each Holder will thereafter have the right, at such Holder’s option, to receive upon a conversion of all the Preferred Shares
held by such Holder (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to
which such Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such
Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility
of the Preferred Shares set forth in this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable
upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation
of such Corporate Event in such amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder
initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion
rate for such consideration commensurate with the Conversion Rate. Provision made pursuant the preceding sentence shall be in a form and
substance satisfactory to the Required Holders. The provisions of this Section 7 shall apply similarly and equally to successive Corporate
Events and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares set forth in this
Certificate of Designations.


 


8. Rights
Upon Issuance of Other Securities.


 


(a) Adjustment
of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date the Company grants, issues or
sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 8(a) is deemed to have granted, issued
or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account
of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration
per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to
such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the
“Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive
Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing
(including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 8(a)), the following
shall be applicable:


 


(i) Issuance of
Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options and
the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof
is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section 8(a)(i),
the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or
upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to
the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable
by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such
Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant
to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may
become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the sum
of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock upon the
granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including,
without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price
shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options
or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities.


 






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(ii) Issuance of
Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible
Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or
exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution
of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section
8(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise
or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale (or
pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such
Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security
for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise
or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such
Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement to
issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including,
without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the
holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price
shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities
or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any
Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 8(a), except
as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.


 


(iii) Change in
Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if
any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities
are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional
changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 8(b) below), the Conversion
Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at
such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration
or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section
8(a)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that
was outstanding as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding sentence,
then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof
shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(a) shall be
made if such adjustment would result in an increase of the Conversion Price then in effect.


 






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(iv) Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance
or sale or deemed issuance or sale of any other securities of the Company (as determined by the Required Holders, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”
and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate
consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price
of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of
Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 8(a)(i) or 8(a)(ii)
above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment
Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public
announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day
in such five Trading Day period and if any Preferred Shares are converted, on any given Conversion Date during any such Adjustment Period,
solely with respect to such Preferred Shares converted on such applicable Conversion Date, such applicable Adjustment Period shall be
deemed to have ended on, and included, the Trading Day immediately prior to such Conversion Date). If any shares of Common Stock, Options
or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will
be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible
Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the
fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of
consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the
five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are
issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount
of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity
as is attributable to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration
other than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. If such parties are
unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),
the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such
Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of
such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be
borne by the Company.


 


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


 


(b) Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Sections 7, 17 or 8(a), if
the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination, recapitalization
or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion
Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Sections 7, 17
or 8(a), if the Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, stock combination,
recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant
to this Section 8(b) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring
an adjustment under this Section 8(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of
such Conversion Price shall be adjusted appropriately to reflect such event.


 






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(c) Holder’s
Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 8(b), if the Company
in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any
such securities, “Variable Price Securities”) after the Subscription Date that are issuable pursuant to such agreement
or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price
of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting
customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations
for such variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice
thereof via electronic mail and overnight courier to each Holder on the date of such agreement and/or the issuance of such shares of Common
Stock, Convertible Securities or Options, as applicable. From and after the date the Company enters into such agreement or issues any
such Variable Price Securities, each Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable
Price for the Conversion Price upon conversion of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion
of Preferred Shares that solely for purposes of such conversion such Holder is relying on the Variable Price rather than the Conversion
Price then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of Preferred Shares shall not
obligate such Holder to rely on a Variable Price for any future conversions of Preferred Shares. In addition, from and after the date
the Company enters into such agreement or issues any such Variable Price Securities, for purposes of calculating the Installment Conversion
Price as of any time of determination, the “Conversion Price” as used therein shall mean the lower of (x) the Conversion Price
as of such time of determination and (y) the Variable Price as of such time of determination.


 


(d) Stock
Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split,
stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination
Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than
the Conversion Price then in effect (after giving effect to the adjustment in Section 8(b) above), then on the sixteenth (16th) Trading
Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth (16th) Trading Day
(after giving effect to the adjustment in Section 8(b) above) shall be reduced (but in no event increased) to the Event Market Price.
For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Conversion
Price hereunder, no adjustment shall be made.


 


(e) Other
Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect any Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Board shall in good faith determine and implement an appropriate
adjustment in the Conversion Price so as to protect the rights of such Holder, provided that no such adjustment pursuant to this Section
8(e) will increase the Conversion Price as otherwise determined pursuant to this Section 8, provided further that if such Holder does
not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Board and such Holder
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 






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


 


(g) Voluntary
Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time any Preferred Shares
remain outstanding, with the prior written consent of the Required Holders, reduce the then current Conversion Price to any amount and
for any period of time deemed appropriate by the Board.


 


9. Installment
Conversion or Installment Redemption.


 


(a) General.
On each applicable Installment Date, provided no Equity Conditions Failure has occurred and is continuing, the Company shall pay to each
Holder of Preferred Shares the applicable Installment Amount due on such date by converting such Installment Amount in accordance with
this Section 9 (an “Installment Conversion”); provided, however, that the Company may, at its option following notice
to each Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (an “Installment Redemption”)
or by any combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding applicable Installment
Amount due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment Date, subject to the
provisions of this Section 9. On a date which is between the twenty-fifth (25th) Trading Day and the twenty-first (21st) Trading Day prior
to each Installment Date (each, an “Installment Notice Due Date”), the Company shall deliver written notice (each,
an “Installment Notice” and the date all Holders receive such notice is referred to as to the “Installment
Notice Date”), to each Holder of Preferred Shares and such Installment Notice shall (i) either (A) confirm that the applicable
Installment Amount of such Holder shall be converted in whole pursuant to an Installment Conversion or (B) (1) state that the Company
elects to redeem for cash, or is required to redeem for cash in accordance with the provisions of this Certificate of Designations, in
whole or in part, the applicable Installment Amount pursuant to an Installment Redemption and (2) specify the portion of such Installment
Amount which the Company elects or is required to redeem pursuant to an Installment Redemption (such amount to be redeemed in cash, the
“Installment Redemption Amount”) and the portion of the applicable Installment Amount, if any, with respect to which
the Company will, and is permitted to, effect an Installment Conversion (such amount of the applicable Installment Amount so specified
to be so converted pursuant to this Section 9 is referred to herein as the “Installment Conversion Amount”), which
amounts when added together, must at least equal the entire applicable Installment Amount and (ii) if the applicable Installment Amount
is to be paid, in whole or in part, pursuant to an Installment Conversion, certify that there is not then an Equity Conditions Failure
as of the applicable Installment Notice Date. Each Installment Notice shall be irrevocable. If the Company does not timely deliver an
Installment Notice in accordance with this Section 9 with respect to a particular Installment Date, then the Company shall be deemed to
have delivered an irrevocable Installment Notice confirming an Installment Conversion of the entire Installment Amount payable on such
Installment Date and shall be deemed to have certified that there is not then an Equity Conditions Failure in connection with such Installment
Conversion. Except as expressly provided in this Section 9(a), the Company shall convert and/or redeem the applicable Installment Amounts
pursuant to this Section 9 in the same ratio of the applicable Installment Amount being converted and/or redeemed hereunder. The applicable
Installment Conversion Amount (whether set forth in the applicable Installment Notice or by operation of this Section 9) shall be converted
in accordance with Section 9(b) and the applicable Installment Redemption Amount shall be redeemed in accordance with Section 9(c).


 






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(b) Mechanics
of Installment Conversion. Subject to Section 4(d), if the Company delivers an Installment Notice or is deemed to have delivered an
Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion in accordance
with Section 9(a), then the remainder of this Section 9(b) shall apply. The applicable Installment Conversion Amount, if any, shall be
converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on such Installment
Date, (A) deliver to each Holder’s account with DTC such shares of Common Stock issued upon such conversion (subject to the reduction
contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this Section 9(b)) and (B) in the event
of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Installment Floor Amount, provided
that the Equity Conditions are then satisfied (or waived in writing by such Holder) on such Installment Date and an Installment Conversion
is not otherwise prohibited under any other provision of the Certificate of Designations. If the Company confirmed (or is deemed to have
confirmed by operation of Section 9(a)) the conversion of the applicable Installment Conversion Amount, in whole or in part, and there
was no Equity Conditions Failure as of the applicable Installment Notice Date (or is deemed to have certified that the Equity Conditions
in connection with any such conversion have been satisfied by operation of Section 9(a)) but an Equity Conditions Failure occurred between
the applicable Installment Notice Date and any time through the applicable Installment Date (the “Interim Installment Period”),
the Company shall provide each Holder a subsequent notice to that effect. If there is an Equity Conditions Failure (which is not waived
in writing by such Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted under any other
provision of this Certificate of Designations, then, at the option of such Holder designated in writing to the Company, such Holder may
require the Company to do any one or more of the following: (i) the Company shall redeem all or any part designated by such Holder of
the unconverted Installment Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”)
and the Company shall pay to such Holder within three (3) days of such Installment Date, by wire transfer of immediately available funds,
an amount in cash equal to 125% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with
respect to all or any part designated by such Holder of the unconverted Installment Conversion Amount and such Holder shall be entitled
to all the rights of a holder of the Preferred Shares with respect to such designated part of the Installment Conversion Amount; provided,
however, the Conversion Price for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted
to equal the lesser of (A) the Installment Conversion Price as in effect on the date on which such Holder voided the Installment Conversion
and (B) the Installment Conversion Price that would be in effect on the date on which such Holder delivers a Conversion Notice relating
thereto as if such date was an Installment Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day
following the applicable Installment Date by payment of such amount by such date for any reason (including, without limitation, to the
extent such payment is prohibited pursuant to the DGCL), then such Holder shall have the rights set forth in Section 12(a) as if the Company
failed to pay the applicable Installment Redemption Price (as defined below) and all other rights under this Certificate of Designations
(including, without limitation, such failure constituting a Triggering Event described in Section 5(a)(iv)). Notwithstanding anything
to the contrary in this Section 9(b), but subject to Section 4(d), until the Company delivers Common Stock representing the Installment
Conversion Amount to such Holder, the Installment Conversion Amount may be converted by such Holder into Common Stock pursuant to Section
4. In the event that a Holder elects to convert the Installment Conversion Amount prior to the applicable Installment Date as set forth
in the immediately preceding sentence, the Installment Conversion Amount so converted shall be deducted from the Installment Amount(s)
of such Holder relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. The Company shall pay
any and all taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock in any Installment Conversion
hereunder.


 


(c) Mechanics
of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in part, in accordance
with Section 9(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the applicable Installment
Date by wire transfer to each Holder of immediately available funds in an amount equal to 100% of the applicable Installment Redemption
Amount (the “Installment Redemption Price”). If the Company fails to redeem such Installment Redemption Amount on such
Installment Date by payment of the Installment Redemption Price for any reason (including, without limitation, to the extent such payment
is prohibited pursuant to the DGCL), then, at the option of such Holder designated in writing to the Company (any such designation shall
be a “Conversion Notice” for purposes of this Certificate of Designations), such Holder may require the Company to
convert all or any part of the Installment Redemption Amount at the Installment Conversion Price (determined as of the date of such designation
as if such date were an Installment Date). Conversions required by this Section 9(c) shall be made in accordance with the provisions of
Section 4(c). Notwithstanding anything to the contrary in this Section 9(c), but subject to Section 4(d), until the Installment Redemption
Price (together with any Late Charges thereon) is paid in full, the Installment Redemption Amount (together with any Late Charges thereon)
may be converted, in whole or in part, by a Holder into Common Stock pursuant to Section 4. In the event a Holder elects to convert all
or any portion of the Installment Redemption Amount prior to the applicable Installment Date as set forth in the immediately preceding
sentence, the Installment Redemption Amount so converted shall be deducted from the Installment Amounts relating to the applicable Installment
Date(s) as set forth in the applicable Conversion Notice. Redemptions required by this Section 9(c) shall be made in accordance with the
provisions of Section 12.


 






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(d) Deferred
Installment Amount. Notwithstanding any provision of this Section 9(d) to the contrary, each Holder may, at its option and in its
sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable Installment
Date electing to have the payment of all or any portion of an Installment Amount of such Holder payable on such Installment Date deferred
(such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”) until any subsequent
Installment Date selected by such Holder, in its sole discretion, in which case, the Deferral Amount shall be added to, and become part
of, such subsequent Installment Amount. Any notice delivered by such Holder pursuant to this Section 9(d) shall set forth (i) the Deferral
Amount and (ii) the date that such Deferral Amount shall now be payable.


 


(e) Acceleration
of Installment Amounts. Notwithstanding any provision of this Section 9 to the contrary, but subject to Section 4(d), with respect
to any given Installment Date (the “Current Installment Date”), during the period commencing on the Installment Notice
Due Date immediately prior to such Current Installment Date and ending on the Trading Day immediately prior to the next Installment Date
(each, an “Installment Period”), each Holder may elect, at its option and in its sole discretion, at one or more times
in such Installment Period, to convert other Preferred Shares (each, an “Acceleration”, and such aggregate number of
Preferred Shares in an Acceleration, each, an “Acceleration Amount”), in whole or in part, at the Installment Conversion
Price of such Current Installment Date in accordance with the conversion procedures set forth in Section 4 hereunder, mutatis mutandis;
provided, that if a Conversion Floor Price Condition exists with respect to such Acceleration Date, with each Acceleration the Company
shall also deliver to the Holder the Acceleration Floor Amount on the applicable Share Delivery Deadline. Notwithstanding the foregoing,
with respect to any given Installment Period, the applicable Holder may not elect to effect any Acceleration during such Installment Period
if, in the aggregate, the aggregate number of Preferred Shares subject to Acceleration in such Installment Period exceeds 200% of the
Installment Amount for such Current Installment Date (which, for the avoidance of doubt, assuming the Company elects an Installment Conversion
for the full Installment Amount, could result in an Installment Conversion and Accelerations that, collectively, represent 300% of the
Installment Amount).


 


10. Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the
Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets,
consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry
out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights of the Holders
hereunder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction
Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred
Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and
(c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized
and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of
shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without
regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar
day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for
any reason (other than pursuant to restrictions set forth in Section 4(d)(i) hereof), the Company shall use its best efforts to promptly
remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares
of Common Stock.


 






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11. Authorized
Shares.


 


(a) Reservation.
So long as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 100% of the aggregate number of shares
of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Installment Conversions,
Alternate Conversion and Accelerations, of all of the Preferred Shares then outstanding at the Floor Price then in effect (without regard
to any limitations on conversions and assuming the Preferred Shares remain outstanding until the Maturity Date) (the “Required
Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved)
shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on the Initial Issuance
Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event
that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata
portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases
to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of the Preferred
Shares then held by the Holders.


 


(b) Insufficient
Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, at any time while any of the Preferred Shares
remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation
to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve
Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount
for the Preferred Shares then outstanding (or deemed outstanding pursuant to Section 11(a) above). Without limiting the generality of
the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later
than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the
approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide
each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in
authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal
(or, if a majority of the voting power then in effect of the capital stock of the Company consents to such increase, in lieu of such proxy
statement, deliver to the stockholders of the Company an information statement that has been filed with (and either approved by or not
subject to comments from) the SEC with respect thereto). In the event that the Company is prohibited from issuing shares of Common Stock
to a Holder upon any conversion due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized
but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”),
in lieu of delivering such Authorized Failure Shares to such Holder, the Company shall pay cash in exchange for the redemption of such
portion of the Conversion Amount of the Preferred Shares convertible into such Authorized Failure Shares at a price equal to the sum of
(i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading
Day during the period commencing on the date such Holder delivers the applicable Conversion Notice with respect to such Authorized Failure
Shares to the Company and ending on the date of such issuance and payment under this Section 11(a); and (ii) to the extent such Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of Authorized
Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of such Holder incurred in connection therewith. Nothing
contained in Section 11(a) or this Section 11(b) shall limit any obligations of the Company under any provision of the Securities Purchase
Agreement.


 






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12. Redemptions.



 


(a) General.
If a Holder has submitted a Triggering Event Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable
Triggering Event Redemption Price to such Holder in cash within five (5) Business Days after the Company’s receipt of such Holder’s
Triggering Event Redemption Notice. If a Holder has submitted a Change of Control Redemption Notice in accordance with Section 6(b), the
Company shall deliver the applicable Change of Control Redemption Price to such Holder in cash concurrently with the consummation of such
Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after
the Company’s receipt of such notice otherwise. The Company shall deliver the applicable Installment Redemption Price to each Holder
in cash on the applicable Installment Date. If a Holder has submitted a Maturity Redemption Notice in accordance with Section 13 below,
the Company shall deliver the applicable Maturity Redemption Price to such Holder in cash on the applicable Maturity Redemption Date.
Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time a Holder is entitled to receive
a cash payment under any of the other Transaction Documents, at the option of such Holder delivered in writing to the Company, the applicable
Redemption Price hereunder shall be increased by the amount of such cash payment owed to such Holder under such other Transaction Document
and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other
Transaction Document. In the event of a redemption of less than all of the Preferred Shares, the Company shall promptly cause to be issued
and delivered to such Holder a new Preferred Share Certificate (in accordance with Section 20) (or evidence of the creation of a new Book-Entry)
representing the number of Preferred Shares which have not been redeemed. In the event that the Company does not pay the applicable Redemption
Price to a Holder within the time period required for any reason (including, without limitation, to the extent such payment is prohibited
pursuant to the DGCL), at any time thereafter and until the Company pays such unpaid Redemption Price in full, such Holder shall have
the option, in lieu of redemption, to require the Company to promptly return to such Holder all or any of the Preferred Shares that were
submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon
the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Preferred
Shares, (y) the Company shall immediately return the applicable Preferred Share Certificate, or issue a new Preferred Share Certificate
(in accordance with Section 20(d)), to such Holder (unless the Preferred Shares are held in Book-Entry form, in which case the Company
shall deliver evidence to such Holder that a Book-Entry for such Preferred Shares then exists), and in each case the Additional Amount
of such Preferred Shares shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case
may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Stated Value portion of the Conversion Amount submitted
for redemption and (z) the Conversion Price of such Preferred Shares shall be automatically adjusted with respect to each conversion effected
thereafter by such Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice
is voided, (B) the greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning
on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on
which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum
of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading
Day immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period).
A Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the
Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the
Preferred Shares subject to such notice.


 


(b) Redemption
by Multiple Holders. Upon the Company’s receipt of a Redemption Notice from any Holder for redemption or repayment as a result
of an event or occurrence substantially similar to the events or occurrences described in Section 5(b) or Section 6(b), the Company shall
immediately, but no later than one (1) Business Day of its receipt thereof, forward to each other Holder by electronic mail a copy of
such notice. If the Company receives one or more Redemption Notices, during the seven (7) Business Day period beginning on and including
the date which is two (2) Business Days prior to the Company’s receipt of the initial Redemption Notice and ending on and including
the date which is two (2) Business Days after the Company’s receipt of the initial Redemption Notice and the Company is unable to
redeem all of the Conversion Amount of such Preferred Shares designated in such initial Redemption Notice and such other Redemption Notices
received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each Holder based on the Stated
Value of the Preferred Shares submitted for redemption pursuant to such Redemption Notices received by the Company during such seven (7)
Business Day period.


 






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13. Holder
Optional Redemption after Maturity Date. At any time from and after the tenth (10th) Business Day prior to the Maturity Date, any
Holder may require the Company to redeem (a “Maturity Redemption”) all or any number of Preferred Shares held by such
Holder at a purchase price equal to 100% of the Conversion Amount of such Preferred Shares (the “Maturity Redemption Price”)
by delivery of written notice thereof (the “Maturity Redemption Notice”) to the Company. The Maturity Redemption Notice
shall state the date the Company is required to pay to such Holder such Maturity Redemption Price (the “Maturity Redemption Date”),
which date shall be no earlier than ten (10) Business Days following the date of delivery of such Maturity Redemption Notice. Redemptions
required by this Section 13 shall be made in accordance with the provisions of Section 12.


 


14. Voting
Rights. Holders of Preferred Shares shall have no voting rights, except as required by law (including without limitation, the DGCL)
and as expressly provided in this Certificate of Designations. To the extent that under the DGCL the vote of the holders of the Preferred
Shares, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative
vote or consent of the Required Holders of the shares of the Preferred Shares, voting together in the aggregate and not in separate series
unless required under the DGCL, represented at a duly held meeting at which a quorum is presented or by written consent of the Required
Holders (except as otherwise may be required under the DGCL), voting together in the aggregate and not in separate series unless required
under the DGCL, shall constitute the approval of such action by both the class or the series, as applicable. Subject to Section 4(d),
to the extent that under the DGCL holders of the Preferred Shares are entitled to vote on a matter with holders of shares of Common Stock,
voting together as one class, each Preferred Share shall entitle the holder thereof to cast that number of votes per share as is equal
to the number of shares of Common Stock into which it is then convertible (subject to the ownership limitations specified in Section 4(d)
hereof) using the record date for determining the stockholders of the Company eligible to vote on such matters as the date as of which
the Conversion Price is calculated. Holders of the Preferred Shares shall be entitled to written notice of all stockholder meetings or
written consents (and copies of proxy materials and other information sent to stockholders) with respect to which they would be entitled
to vote, which notice would be provided pursuant to the Company’s bylaws and the DGCL.


 


15. Covenants.
For so long as any Preferred Shares are outstanding, without the prior written consent of the Required Holders:


 


(a) Incurrence
of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur
or guarantee, assume or suffer to exist any Indebtedness (other than Permitted Indebtedness).


 


(b) Existence
of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer
to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts
and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.


 


(c) Restricted
Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other
pursuant to this Certificate of Designations) whether by way of payment in respect of principal of (or premium, if any) or interest on,
such Indebtedness or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment,
as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting a Triggering Event has occurred
and is continuing or (ii) an event that with the passage of time and without being cured would constitute a Triggering Event has occurred
and is continuing.


 


(d) Restriction
on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than as required
by the Certificate of Designations).


 






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(e) Restriction
on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company
or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,
leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries
in the ordinary course of business consistent with its past practice, (ii) sales of inventory and product in the ordinary course of business
or (iii) the Company’s Computex business.


 


(f) Maturity
of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, permit
any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.


 


(g) Change
in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to
be conducted by the Company and/or its Subsidiaries on the Subscription Date or any business reasonably related or incidental thereto;
provided, that the Company shall be permitted to sell its Computex business. The Company shall not, and the Company shall cause each of
its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose in any material respect.


 


(h) Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,
rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing
in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes
such qualification necessary; provided, that the Company shall be permitted to sell its Computex business.


 


(i) Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its
properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and
tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is
a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 


(j) Maintenance
of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to
maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct
of its business in full force and effect.


 


(k) Maintenance
of Insurance. The Company shall use reasonable best efforts to maintain, and cause each of its Subsidiaries to maintain, insurance
with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard,
rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business,
in such amounts and covering such risks as are generally consistent with the coverage held by the Company on the Initial Issuance Date.


 


(l) Transactions
with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,
any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property
or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course of business
in a manner and to an extent, if applicable, consistent with past practice and necessary or desirable for the prudent operation of its
business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be reasonably expected to be obtained
in a comparable arm’s length transaction with a Person that is not an affiliate thereof.


 






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(m) Restricted
Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (i) issue any
Preferred Shares (other than as contemplated by the Securities Purchase Agreement and this Certificate of Designations) or (ii) issue
any other securities that would cause a breach or default under this Certificate of Designations or the Warrants.


 


(n) Stay,
Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted
or in force) that may affect the covenants or the performance of this Certificate of Designations; and (B) expressly waives all benefits
or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power
granted to the Holders by this Certificate of Designations, but will suffer and permit the execution of every such power as though no
such law has been enacted.


 


(o) Taxes.
The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related
interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon
their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except
where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).
The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure
to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding
the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain
adequate reserves therefor in accordance with GAAP.


 


(p) Independent
Investigation. At the request of any Holder either (x) at any time when a Triggering Event has occurred and is continuing, (y) upon
the occurrence of an event that with the passage of time or giving of notice would constitute a Triggering Event or (z) at any time such
Holder reasonably believes a Triggering Event may have occurred or be continuing, the Company shall hire an independent, reputable investment
bank selected by the Company and approved by such Holder to investigate as to whether any breach of the Certificate of Designations has
occurred (the “Independent Investigator”). If the Independent Investigator determines that such breach of the Certificate
of Designations has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written
notice to each Holder of such breach. In connection with such investigation, the Independent Investigator may, during normal business
hours, inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries
and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors
and accountants (including the accountants’ work papers) and any books of account, records, reports and other papers not contractually
required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent
Investigator may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish
the Independent Investigator with such financial and operating data and other information with respect to the business and properties
of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss
the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s
officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said
accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable
times, upon reasonable notice, and as often as may be reasonably requested.


 






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16. Liquidation,
Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of
the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”),
before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding,
an amount per Preferred Share equal to the sum of (i) the Black Scholes Value (as defined in the Warrants) with respect to the outstanding
portion of all Warrants held by such Holder (without regard to any limitations on the exercise thereof) as of the date of such event and
(ii) the greater of (A) 125% of the Conversion Amount of such Preferred Share on the date of such payment and (B) the amount per share
such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such payment,
provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares of Parity Stock,
then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation
Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance with their respective certificate
of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Preferred Shares and
all holders of shares of Parity Stock. To the extent necessary, the Company shall cause such actions to be taken by each of its Subsidiaries
so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance
with this Section 16. All the preferential amounts to be paid to the Holders under this Section 16 shall be paid or set apart for payment
before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Company to the
holders of shares of Junior Stock in connection with a Liquidation Event as to which this Section 16 applies. Upon payment in full of
the Black-Scholes Value (as defined in the Warrants) of such Warrants pursuant to this Section 16, such Warrants shall be deemed repurchased
by the Company and no longer exercisable.


 






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17. Distribution
of Assets. In addition to any adjustments pursuant to Section 7(a) and Section 8, if the Company shall declare or make any dividend
or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return
of capital or otherwise (including 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) (the “Distributions”),
then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares
of Common Stock acquirable upon complete conversion of the Preferred Shares (without taking into account any limitations or restrictions
on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred Share was converted at the Alternate Conversion
Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,
however, that to the extent that such Holder’s right to participate in any such Distribution would result in such Holder
and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution
to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result
of such Distribution (and beneficial ownership) to such extent of any such excess) and the portion of such Distribution shall be held
in abeyance for the benefit of such Holder until such time or times as its right thereto would not result in such Holder and the other
Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such Distribution (and
any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same
extent as if there had been no such limitation).








 


18. Vote
to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written
consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without
first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required
Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its
Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred
stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided
for the benefit of the Preferred Shares hereunder, regardless of whether any such action shall be by means of amendment to the Certificate
of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of
Preferred Shares; (c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise) any new class
or series of Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or redeem any shares of Junior Stock (other than pursuant
to the terms of the Company’s equity incentive plans and options and other equity awards granted under such plans (that have in
good faith been approved by the Board)); (e) without limiting any provision of Section 2, pay dividends or make any other distribution
on any shares of any Junior Stock; (f) issue any Preferred Shares other than as contemplated hereby or pursuant to the Securities Purchase
Agreement; or (g) without limiting any provision of Section 10, whether or not prohibited by the terms of the Preferred Shares, circumvent
a right of the Preferred Shares hereunder.


 


19. Transfer
of Preferred Shares. A Holder may transfer some or all of its Preferred Shares without the consent of the Company.


 






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20. Reissuance
of Preferred Share Certificates and Book Entries.


 


(a) Transfer.
If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate to the
Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company
will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 20(d)) (or
evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred
Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new
Preferred Share Certificate (in accordance with Section 20(d)) to such Holder representing the outstanding number of Preferred Shares
not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee,
by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason
of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number of Preferred
Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred Shares.


 


(b) Lost,
Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification
contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking
by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation
of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance
with Section 20(d)) representing the applicable outstanding number of Preferred Shares.


 


(c) Preferred
Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate is exchangeable,
upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred
Share Certificate(s) or new Book-Entry (in accordance with Section 20(d)) representing, in the aggregate, the outstanding number of the
Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate and/or new Book-Entry, as
applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate as
is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred
Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or more new Book-Entries
(in accordance with Section 20(d)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original Book-Entry,
and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding number
of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at the time of such surrender.


 






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(d) Issuance
of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate or a
new Book-Entry pursuant to the terms of this Certificate of Designations, such new Preferred Share Certificate or new Book-Entry (i) shall
represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred
Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section 20(a)
or Section 20(c), the number of Preferred Shares designated by such Holder) which, when added to the number of Preferred Shares represented
by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection with such issuance, does not
exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry, as
applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable, and (ii) shall have
an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which is
the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.


 


21. Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations shall
be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction
Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit
any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate
of Designations. No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of a
Holder at law or equity or under this Certificate of Designations or any of the documents shall not be deemed to be an election of such
Holder’s rights or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall be no
characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect
to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall not, except
as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). No failure on the part of
a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. In addition, the exercise of any right or remedy of any Holder at law or equity or under Preferred
Shares or any of the documents shall not be deemed to be an election of such Holder’s rights or remedies under such documents or
at law or equity. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders
and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or
threatened breach, each Holder shall be entitled, in addition to all other available remedies, to specific performance and/or temporary,
preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity
of proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to
a Holder that is requested by such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions
of this Certificate of Designations.


 






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22. Payment
of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate
of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations or (b) there occurs
any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving
a claim under this Certificate of Designations, then the Company shall pay the costs incurred by such Holder for such collection, enforcement
or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’
fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Certificate of Designations with
respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase price paid for each Preferred Share was less
than the original Stated Value thereof.


 


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


 


24. Failure
or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by the Company and all Holders
and shall not be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing contained in this Section
24 shall permit any waiver of any provision of Section 4(d).


 






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25. Dispute
Resolution.


 


(a) Submission
to Dispute Resolution. 


 


(i)  In
the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Installment Conversion Price, an Alternate
Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price
(as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or
the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within
two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by such Holder at any time after
such Holder learned of the circumstances giving rise to such dispute. If such Holder and the Company are unable to promptly resolve such
dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Alternate
Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable Redemption
Price (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or
such Holder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such Holder may, at its sole
option, select an independent, reputable investment bank to resolve such dispute.


 


(ii) Such Holder and
the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the
first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each case, no
later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such Holder selected
such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses
(A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed
that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline,
then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its
right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment
bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to
the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwise requested by
such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentation or other support
to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


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


 






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(b) Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate between the Company and each
Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)
and that any Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance
with this Section 25, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance
or sale or deemed issuance or sale of Common Stock occurred under Section 8(a), (B) the consideration per share at which an issuance or
deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance
or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and
Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Certificate of Designations and each
other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute,
such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such
investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving
such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations
and any other applicable Transaction Documents, (iv) the applicable Holder (and only such Holder with respect to disputes solely relating
to such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 25 to any state or federal
court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 25 and (v) nothing
in this Section 25 shall limit such Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation,
with respect to any matters described in this Section 25).


 


26. Notices;
Currency; Payments.


 


(a) Notices.
The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to the terms of this
Certificate of Designations, including in reasonable detail a description of such action and the reason therefor. Whenever notice is required
to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing and shall be given
in accordance with Section [ ] of the Securities Purchase Agreement. The Company shall provide each Holder with prompt written notice
of all actions taken pursuant to this Certificate of Designations, including in reasonable detail a description of such action and the
reason therefore. Without limiting the generality of the foregoing, the Company shall give written notice to each Holder (i) immediately
upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and
(ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to such Holder.


 






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


 


(c) Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations, unless otherwise
expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately
available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever
any amount expressed to be due by the terms of this Certificate of Designations is due on any day which is not a Business Day, the same
shall instead be due on the next succeeding day which is a Business Day. Any amount due under the Transaction Documents which is not paid
when due (except to the extent such amount is simultaneously accruing Dividends at the Default Rate hereunder) shall result in a late
charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of fifteen percent (15%) per
annum from the date such amount was due until the same is paid in full (“Late Charge”).


 


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


 


28. Governing
Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Delaware. Except as otherwise required by Section
25 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of
New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit
or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder,
to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such
Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 25 above. THE COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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29. Judgment
Currency.


 


(a) If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert
into any other currency (such other currency being hereinafter in this Section 29 referred to as the “Judgment Currency”)
an amount due in U.S. dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on
the Trading Day immediately preceding:


 


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


 


(ii) the date on which
the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion
is made pursuant to this Section 29(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).


 


(b) If
in the case of any proceeding in the court of any jurisdiction referred to in Section 29(a)(ii) above, there is a change in the Exchange
Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay
such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate
prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.


 


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


 


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


 






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31. Maximum
Payments. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to establish
or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that
the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of
such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.


 


32. Stockholder
Matters; Amendment.


 


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


 


(b) Amendment.
Except for Section 4(d)(i), which may not be amended or waived hereunder, this Certificate of Designations or any provision hereof may
be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance
with the DGCL, of the Required Holders, voting separate as a single class, and with such other stockholder approval, if any, as may then
be required pursuant to the DGCL and the Certificate of Incorporation.


 


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


 


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


 


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


 


(c) “Acceleration
Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions
delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest price
that the Common Stock trades at on the Trading Day immediately preceding the relevant Acceleration Date with respect to such Acceleration
and (II) the applicable Acceleration Conversion Price of such Acceleration Date and (B) the difference obtained by subtracting (I) the
number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to
such Acceleration from (II) the quotient obtain by dividing (x) the applicable Acceleration Amount that the Holder has elected to be the
subject of the applicable Acceleration, by (y) the applicable Acceleration Conversion Price of such Acceleration Date without giving effect
to clause (x) of such definition or clause (x) of the definition of the Installment Conversion Price, as applicable.


 






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


 


(e) “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or
sale (or deemed issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights of the type described in
Section 7(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect
to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).


 


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


 


(g) “Alternate
Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to
wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I)
the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Alternate Conversion Date and
(II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stock
delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion from
(II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable
Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such definition.


 


(h)
“Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lowest of
(i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the
greater of (x) the Floor Price and (y) 75% of the lowest VWAP of the Common Stock of any Trading Day during the twenty (20) consecutive
Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion
Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases
the Common Stock during such Alternate Conversion Measuring Period.


 






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(i)
“Approved Stock Plan” means any employee benefit plan or agreement which has been approved by the Board prior to or
subsequent to the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued
to any employee, officer, consultant or director for services provided to the Company in their capacity as such.


 


(j)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed
or advised by a Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such
Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with such Holder or any
of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated
with such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of
the foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.


 


(k) “Bloomberg”
means Bloomberg, L.P.


 


(l) “Book-Entry”
means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of a Preferred Share Certificate issuable
hereunder.


 


(m) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.


 






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(n)
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct
or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification
of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or
reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly
or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority
or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or
entities) after such reorganization, recapitalization or reclassification, (iii) pursuant to a migratory merger effected solely for the
purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries or (iv) bone fide arm’s length sales
or acquisitions by the Company (including, without limitation, the sale by the Company of its Computex business) with one or more third
parties as long as holders of the Company’s voting power as of the Issuance Date continue after such sale or acquisition to hold
publicly traded securities and, directly or indirectly, are, in all material respects, the holders of at least 51% of the voting power
of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their
equivalent if other than a corporation) of such entity or entities) after such sale or acquisition








 


(o) “Change
of Control Redemption Premium” means 125%.


 


(p) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and
last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may
be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date
shall be the fair market value as mutually determined by the Company and the Required Holder. If the Company and the Required Holders
are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures
in Section 25. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations
or other similar transactions during such period.


 


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


 


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


 






    38


     


    

 


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


 


(t) “Conversion
Floor Price Condition” means that the relevant Alternate Conversion Price or Installment Conversion Price, as applicable, is
being determined based on clause (x) of such definitions.


 


(u) “Conversion
Installment Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant
to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of
(I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Installment Date and (II)
the applicable Installment Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stock delivered
(or to be delivered) to the Holder on the applicable Installment Date with respect to such Installment Conversion from (II) the quotient
obtain by dividing (x) the applicable Installment Amount subject to such Installment Conversion, by (y) the applicable Installment Conversion
Price without giving effect to clause (x) of such definition.


 


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


 


(w)
“Dividend Date” means, with respect to any given calendar month, (x) if prior to the initial Installment Date or after
the Maturity Date, the first Trading Day of such calendar month or (y) if on or after the initial Installment Date, but on or prior to
the Maturity Date, such Installment Date, if any, in such calendar month.


 


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


 






    39


     


    

 


(y)
“Equity Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning
thirty calendar days prior to such applicable date of determination and ending on and including such applicable date of determination
all shares of Common Stock issuable upon conversion of the Preferred Shares shall be eligible to be resold by the Holders without restriction
or any legend under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Preferred
Shares, other issuance of securities with respect to the Preferred Shares); (ii) on each day during the period beginning thirty calendar
days prior to the applicable date of determination and ending on and including the applicable date of determination (the “Equity
Conditions Measuring Period”), the Common Stock (including all shares of Common Stock issued or issuable upon conversion of
the Preferred Shares and exercise of the Warrants) is listed or designated for quotation (as applicable) on an Eligible Market and shall
not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to
the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible Market
have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance
and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company
falling below the minimum listing maintenance requirements of the Eligible Market on which the Common Stock is then listed or designated
for quotation, as applicable; (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common
Stock issuable upon conversion of the Preferred Shares on a timely basis as set forth in Section 4 hereof and all other shares of capital
stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common
Stock to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed
in the event requiring this determination) may be issued in full without violating Section 4(d) hereof; (v) any shares of Common Stock
to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed
in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without
violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable);
(vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental
Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) none of the Holders shall be in possession
of any material, non-public information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates,
employees, officers, representatives, agents or the like; (viii) on each day during the Equity Conditions Measuring Period, the Company
otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in any material respect
(other than representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect)
or any covenant or other term or condition of any Transaction Document, including, without limitation, the Company shall not have failed
to timely make any payment pursuant to any Transaction Document; (ix) on each Trading Day during the Equity Conditions Measuring Period,
there shall not have occurred any Volume Failure or Price Failure as of such applicable date of determination; (x) on the applicable date
of determination (A) no Authorized Share Failure shall exist or be continuing and the applicable Required Minimum Securities Amount of
shares of Common Stock are available under the certificate of incorporation of the Company and reserved by the Company to be issued pursuant
to this Certificate of Designations and the Warrants and (B) all shares of Common Stock to be issued in connection with the event requiring
this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without
regards to any limitations on conversion set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xi)
on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist a Triggering Event
or an event that with the passage of time or giving of notice would constitute a Triggering Event; (xii) the Installment Conversion Price
is not determined by the Conversion Floor Price Condition; or (xiii) the shares of Common Stock issuable pursuant to the event requiring
the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market.


 






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(z) “Equity
Conditions Failure” means that (i) solely with respect to any Installment Conversion, on any day during the applicable Installment
Conversion Price Measuring Period or (ii) with respect to any other date of determination, on any day during the thirty calendar day period
ending on, and including, such date of determination, the Equity Conditions have not been satisfied (or waived in writing by the applicable
Holder).


 


(aa) “Event
Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the
VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period ending and
including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y)
five (5).


 


(bb) “Excluded
Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees
of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided
that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription
Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately
prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase
the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any
manner that adversely affects any of the Buyers (as defined in the Securities Purchase Agreement); (ii) shares of Common Stock issued
upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an
Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of
any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are
covered by clause (i) above) is not lowered (other than in accordance with the terms thereof in effect as of the Subscription Date) from
the conversion price in effect as of the Subscription Date (whether pursuant to the terms of such Convertible Securities or otherwise),
none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that
are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions
of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that
are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares
of Common Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations;
provided, that the terms of this Certificate of Designations are not amended, modified or changed on or after the Subscription Date (other
than in accordance with the terms thereof, including antidilution adjustments pursuant to the terms thereof in effect as of the Subscription
Date), and (iv) the shares of Common Stock issuable upon exercise of the Warrants; provided, that the terms of the Warrants are not amended,
modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as
of the Subscription Date).


 


(cc)  “Floor
Price” means $[    ]2 (or such lower
amount as permitted, from time to time, by the Principal Market), subject to adjustment for stock splits, stock dividends, stock combinations,
recapitalizations or other similar events.


 





 






	2	Insert 20% of the Nasdaq “market price” as of
the Trading Day ended immediately prior to the time of execution of the Securities Purchase Agreement.



 






    41


     


    

 


(dd) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another
Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of
the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,
or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject
to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either
(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common
Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender
or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,
or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial
owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, in any
transaction or series or related transactions, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least
50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party
to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;
or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its
Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more
related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in
any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such
Subject Entities as of the date of this Certificate of Designations calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares
of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger
or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders
of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the
intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.





 






    42


     


    

 


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


 


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


 


(gg)  “Holder
Pro Rata Amount” means, with respect to any Holder, a fraction (i) the numerator of which is the number of Preferred Shares
issued to such Holder pursuant to the Securities Purchase Agreement on the Initial Issuance Date and (ii) the denominator of which
is the number of Preferred Shares issued to all Holders pursuant to the Securities Purchase Agreement on the Initial Issuance Date.


 


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


 


(ii) “Installment
Amount” means, as of the applicable date of determination, with respect to a particular Holder, (A) a number of Preferred Shares
equal to (i) the product of (1) the Installment Schedule Amount multiplied by (2) such Holder’s Pro Rata Amount (rounded to the
nearest whole number) or (ii) all Preferred Shares then held by such Holder only if such number of Preferred Shares then held by such
Holder is less than the amount determined under the immediately preceding clause (i), (B) any Deferral Amount deferred pursuant to Section
9(d) to such applicable Installment Date and included in such Installment Amount in accordance therewith, and (C) any Acceleration Amount
accelerated pursuant to Section 9(e) for such Current Installment Date and included in such Installment Amount in accordance therewith.


 


(jj) “Installment
Conversion Price” means, with respect to a particular date of determination, lowest of (i) the Conversion Price then in effect,
and (ii) the greater of (x) the Floor Price and (y) 88% of the lowest VWAP of the Common Stock of any Trading Day during the eight (8)
consecutive Trading Day period (each, an “Installment Conversion Price Measuring Period”) ending and including the
Trading Day immediately prior to the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split,
stock dividend, stock combination or other similar transaction during any such measuring period.


 


(kk) “Installment
Schedule Amount” means, (i) if prior to the Additional Closing (as defined in the Securities Purchase Agreement), [    ]3
(the “Initial Installment Schedule Amount”), or (ii) on or after the Additional Closing Date (as defined in the Securities
Purchase Agreement), the sum of (x) the Initial Installment Schedule Amount and (y) the quotient of (A) such aggregate number of Preferred
Shares issued in the Additional Closing, divided by (B) such aggregate number of Installment Dates remaining from the twenty-first (21st)
calendar day immediately following the Additional Closing Date through the Maturity Date.


 





 






	3	Insert 1/12 of Initial Preferred Shares (as defined in the
Securities Purchase Agreement)



 






    43


     


    

 


(ll) “Installment
Date” means (i) April 1, 2022, (ii) thereafter, the first Trading Day of the calendar month immediately following the previous
Installment Date until the Maturity Date, and (iv) the Maturity Date.


 


(mm) “Intellectual
Property Rights” means, with respect to the Company and its Subsidiaries, all of their rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications
and registrations therefor.


 


(nn) “Investment”
means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,
advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the
purchase of any assets of another Person for greater than the fair market value of such assets.


 


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


 


(pp) “Material
Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the
transactions contemplated hereby or on the other Transaction Documents (as defined below), or by the agreements and instruments to be
entered into in connection therewith or on the authority or ability of the Company to perform its obligations under the Transaction Documents.


 


(qq) “Maturity
Date” shall mean April 1, 2023; provided, however, the Maturity Date may be extended at the option of a Holder (i) in the event
that, and for so long as, a Triggering Event shall have occurred and be continuing or any event shall have occurred and be continuing
that with the passage of time and the failure to cure would result in a Triggering Event or (ii) through the date that is twenty (20)
Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly announced or
a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some or all of
its Preferred Shares pursuant to Section 4 hereof, and the Conversion Amount would be limited pursuant to Section 4(d) hereunder, the
Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of such Preferred Shares.


 


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


 


(ss) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 






    44


     


    

 


(tt) “Permitted
Indebtedness” means (i) Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the
Subscription Date, (ii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition
of Permitted Liens and (iii) if (x) the Stockholder Approval Date has occurred, and (y) less than 10,000 Preferred Shares remain outstanding,
the Permitted Senior Indebtedness.


 


(uu) “Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business
by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as
materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to
a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon
or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness
incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time
of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of
such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $150,000, (v) Liens incurred in
connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above,
provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal
amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (vii) Liens arising from judgments,
decrees or attachments in circumstances not constituting a Triggering Event under Section 5(a)(vii) and (viii) Liens with respect to the
Permitted Senior Indebtedness.


 


(vv) “Permitted
Senior Indebtedness” means non-convertible Indebtedness issued pursuant to a credit facility with a bank or similar financial
institution with no principal payments required prior to the 91st calendar day after the Maturity Date, provided, however,
that the aggregate outstanding principal amount of such Indebtedness permitted hereunder does not at any time exceed $10 million.


 


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


 


(xx) “Price
Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the
twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed $0.40 (as adjusted
for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription
Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations
or other similar transactions during any such measuring period.


 






    45


     


    

 


(yy)  “Principal
Market” means the Nasdaq Capital Market.


 


(zz) “Redemption
Notices” means, collectively, the Triggering Events Redemption Notices, the Maturity Redemption Notice, the Installment Notices
with respect to any Installment Redemption and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption
Notice.”


 


(aaa) “Redemption
Premium” means 130%.


 


(bbb) “Redemption
Prices” means, collectively, any Triggering Event Redemption Price, Change of Control Redemption Price, Maturity Redemption
Price, and Installment Redemption Price, and each of the foregoing, individually, a “Redemption Price.”


 


(ccc) “SEC”
means the United States Securities and Exchange Commission or the successor thereto.


 


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


 


(eee) “Stated
Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,
reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred
Shares.


 


(fff) “Subscription
Date” means February __, 2022.


 


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


 


(hhh) “Subsidiaries”
shall have the meaning as set forth in the Securities Purchase Agreement.


 


(iii) “Successor
Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(jjj) “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any
day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the
Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours
or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange
or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00
p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder or (y) with respect
to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any
successor thereto) is open for trading of securities.


 






    46


     


    

 


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


 


(lll)  “Volume
Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on
Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading
Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less
than $1,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
occurring after the Subscription Date).


 


(mmm) “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date
on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company
and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then
such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


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


 


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


 






    47


     


    

 


34. Disclosure.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company
has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the
Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following
such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the
event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries,
the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from such Holder,
as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt
of notice from such Holder), such Holder shall be entitled to presume that information contained in the notice does not constitute material,
non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 34 shall limit any obligations
of the Company, or any rights of any Holder, under Section [ ] of the Securities Purchase Agreement.


 


35. Absence
of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company
and that each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain
from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an
officer of such Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,
written non-disclosure agreement, the Company acknowledges that each Holder may freely trade in any securities issued by the Company,
may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information
to any third party.


 


* * * * *


 




    48


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Certificate of Designations of Series B Convertible Preferred Stock of American Virtual Cloud Technologies, Inc. to be
signed by its __________ on this ___ day of February, 2022.


 


	 	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	 	Name:	             
	 	 	Title:	 






 




    49


     


    

 


EXHIBIT
I


 


AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.


CONVERSION
NOTICE


 


Reference
is made to the Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock of American Virtual Cloud
Technologies, Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations,
the undersigned hereby elects to convert the number of shares of Series B Convertible Preferred Stock, $0.0001 par value per share (the
“Preferred Shares”), of American Virtual Cloud Technologies, Inc. a Delaware corporation (the “Company”),
indicated below into shares of common stock, $0.0001 value per share (the “Common Stock”), of the Company, as of the
date specified below.


 


	Date of Conversion:	 
	 	 
	Aggregate
    number of Preferred Shares to be converted	 
	 	 
	Aggregate
    Stated Value of such Preferred Shares to be converted:	 
	 	 
	Aggregate
    accrued and unpaid Dividends and accrued and unpaid Late Charges with respect to such Preferred Shares and such Aggregate Dividends
    to be converted:	 
	 	 
	AGGREGATE CONVERSION
    AMOUNT TO BE CONVERTED:	 
	 
	Please confirm
    the following information:
	 	 
	Conversion
    Price:	 
	 	 
	Number
    of shares of Common Stock to be issued:	 
	 	 
	 

    Installment
    Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction:
	 
	 
	☐ If
                    this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the
                    following Alternate Conversion Price:____________

     

    ☐ If
    this Conversion Notice is being delivered with respect to an Acceleration, check here if Holder is electing to use the following
    Installment Conversion Price:____________ 

	 	 	 	 	 




    50


     


    

 


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

     

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

     

	Issue
    to:	 
	 	 
	 	 
	 	 
	
    ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
	 	 
	DTC
    Participant:	 
	 	 
	DTC
    Number:	 
	 	 
	Account
    Number:	 
	 	 	 	 	 


Date:
                          
    ,           


 


	 	 
	Name of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Tax
ID:                                              


E-mail
Address:                                               


 






    51


     


    




 


EXHIBIT II


 


ACKNOWLEDGMENT


 


The Company hereby (a) acknowledges
this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock are eligible to be resold by the Holder
without restriction or any legend and (c) hereby directs _________________ to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated February ___, 2022 from the Company and acknowledged and agreed to by ________________________.





 


 


	 	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	 	Name:	          
	 	 	Title: