Exhibit 4.1


 


AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION


 


OF


 


FULL SPECTRUM INC.


 


a Delaware Corporation


 


 Full Spectrum
Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certifies
that:


 


A.           The
name of the Corporation is Full Spectrum Inc. The Corporation's original Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on February 16, 2006.


 


B.           This
Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware, and restates, integrates and further amends the provisions of the Corporation’s
Certificate of Incorporation.


 


C.           The
text of the Certificate of Incorporation, as amended and restated, is amended and restated to read as set forth in Exhibit A
attached hereto.


 


In
Witness Whereof, Full Spectrum, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed
by Stewart Kantor, a duly authorized officer of the Corporation, on December __, 2015.


 


	 	 
	 	Stewart Kantor
	 	Chief Executive Officer and Secretary


 




    	 	 	 



     


    

  


Exhibit A


 


ARTICLE FIRST: 
The name of this corporation is Full Spectrum Inc. (the “Corporation”).


 


ARTICLE SECOND: 
The address of the Corporation’s registered office in the State of Delaware is: 615 South DuPont Highway, Dover, Kent
County, Delaware, 19901. The name of its registered agent at such address is National Corporate Research, Ltd.


 


ARTICLE THIRD: 
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the
General Corporation Law of Delaware, as it may be amended from time to time.


 


ARTICLE FOURTH:


 


A.           This
Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred
Stock.” The total number of shares of stock which the Corporation shall have the authority to issue is 100,000,000. The total
number of shares of Common Stock that the Corporation is authorized to issue is 80,000,000, with a par value of $0.00001 per share
(the “Common Stock”). Subject to the rights of any holders of any series of Preferred Stock, each share of Common Stock
shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at any meeting of stockholders. The total number
of shares of Preferred Stock that the Corporation is authorized to issue is 20,000,000, with a par value of $0.00001 per share
(the “Preferred Stock”).


 


B.           The
Preferred Stock may be issued from time to time in one or more series.  The Board of Directors of the Corporation (the
“Board”) is hereby authorized to provide for the issue of all or any of the shares of Preferred Stock in one or more
series, and to fix the number of shares and to determine or alter for each such series such voting powers, full or limited, or
no voting powers, and such designations, preferences, and relative, participating, optional, or other rights, and such qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing
for the issue of such shares and as may be permitted by the General Corporation Law of the State of Delaware (“DGCL”).  The
Board is also hereby authorized to increase or decrease (but not below the number of shares of such series then outstanding) the
number of shares of any series subsequent to the issue of shares of that series.  In case the number of shares of any
such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption
of the resolution originally fixing the number of shares of such series.


 




    	 	 	 



     


    

  


C.           The
number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares
of such class then outstanding) by the vote of a majority of the outstanding shares of stock entitled to vote thereon, and no separate
class vote of either the Common Stock or the Preferred Stock shall be required to effect any such amendment.


 


ARTICLE FIFTH:


 


A.         The
business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the
powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the
Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation.


  


B.           In
furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation
is expressly authorized to make, alter and repeal the Bylaws of the Corporation. The affirmative vote of at least a majority of
the Board of Directors then in office shall be required in order for the Board to adopt, amend, alter or repeal the Corporation’s
Bylaws. The Corporation’s Bylaws may also be adopted, amended, altered or repealed by the stockholders of the Corporation
in accordance with the Bylaws. No Bylaw hereafter legally amended, altered or repealed shall invalidate any prior act of the directors
or officers of the Corporation that would have been valid if such Bylaw had not been amended, altered or repealed.


 


C.           The
directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.


 


D.          Unless the Corporation
consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole
and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting
a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or
the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv)
any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring
any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of
this Article FIFTH, Section D.


 




    	 	 	 



     


    

  


ARTICLE SIXTH:


 


A.           The
Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person
(a “Covered Person”) who was or is a party or is threatened to be made a party to, or is otherwise involved in, any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature
(a “proceeding”), by reason of the fact that such Covered Person, or a person for whom he or she is the legal representative,
is or was, at any time during which this Section A of Article Sixth is in effect (whether or not such Covered Person
continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the
time any proceeding relating thereto exists or is brought), a director or officer of the Corporation, or has or had agreed to become
a director of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, employee
or agent of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit
entity or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director, officer,
trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, against all
liability and loss suffered (including, without limitation, any judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) and expenses (including attorneys’ fees), actually and reasonably incurred by such Covered Person in connection
with such proceeding to the fullest extent permitted by law, and such indemnification shall continue as to a person who has ceased
to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators;
provided however, that, except as provided in Section B of this Article Sixth, the Corporation shall be required to indemnify
a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by the Board. The right to indemnification conferred in this Section A of Article Sixth and such rights as
may be conferred in the Bylaws of the Corporation shall include the right to be paid by the Corporation the expenses (including
attorneys’ fees) incurred by a Covered Person in defending any such proceeding in advance of its final disposition. The rights
conferred upon Covered Persons in this Section A of Article Sixth shall be contract rights that vest at the time of such
person’s service to or at the request of the Corporation and such rights shall continue as to a Covered Person who has ceased
to be a director, officer, trustee, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors
and administrators. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation
with the same (or lesser) scope and effect as the foregoing indemnification of directors and officers.


 


B.           In
accordance with the Bylaws of the Corporation, if a claim for indemnification under Section A of this Article Sixth is
not paid in full within sixty (60) days after a written claim has been received by the Corporation, the Covered Person making such
claim may at any time thereafter file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim.


 




    	 	 	 



     


    

  


C.           In
accordance with the Bylaws of the Corporation, the right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred any Covered Person by Section A of this Article Sixth (i) shall
not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this
Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise and (ii) cannot
be terminated by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a Covered Person’s
service occurring prior to the date of such termination.


 


D.           If
and to the extent that the Corporation may from time to time be or become subject to certain provisions of the California General
Corporation Law (the “CGCL”) pursuant to Section 2115 thereof, then, as authorized by Section 317(g)
of the CGCL, for the duration of any such period, the Corporation is authorized to indemnify officers, directors, employees and
agents of the Corporation (or any other person to which applicable law permits the Corporation to provide indemnification) in excess
of that which is otherwise permitted under Section 317 of the CGCL, subject only to the limits created by applicable Delaware
law (statutory or non-statutory) with respect to actions for breach of duty to the Corporation, its stockholders or others


 


ARTICLE SEVENTH: 
The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was a director, officer, employee or agent of the Corporation serving at the request
of the Corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability, expense or loss asserted against such person and
incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation
would have the power or the obligation to indemnify such person against such liability, expense or loss under the provisions of
the Bylaws of the Corporation or the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains
any policy or policies providing such insurance, each such person shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage thereunder for any such person.


 


IN WITNESS WHEREOF, the Corporation
has caused this certificate to be executed by its duly authorized officer on this ____ day of December, 2015.


 


	/s/ Stewart Kantor	 
	Stuart Kantor	 
	Chief Executive Officer