CERTIFICATE
      OF DESIGNATION

    


    OF

    


    SERIES
      A CONVERTIBLE PREFERRED STOCK

    


    OF

    


    WHERIFY
      WIRELESS, INC.

    


    Pursuant
      to Section 151 of the General Corporation Law

    of
      the
      State of Delaware

    


    WHERIFY
      WIRELESS, INC.
      (the
“Corporation”),
      a
      corporation organized and existing under the General Corporation Law of the
      State of Delaware, in accordance with the provisions of Section 103 thereof,
      DOES HEREBY CERTIFY:

    


    That
      pursuant to the authority vested in the Board of Directors of the Corporation
      (the “Board”)
      in
      accordance with the provisions of the Amended and Restated Certificate of
      Incorporation of the Corporation (the “Certificate
      of Incorporation”),
      the
      Board on April 5, 2007 adopted the following resolution creating a series
      of 15,000
      shares
      of Preferred Stock designated as “Series A Convertible Preferred
      Stock”:

    


    RESOLVED,
      that pursuant to the authority vested in the Board of Directors of this
      Corporation in accordance with the provisions of the Certificate of
      Incorporation of the Corporation, a series of Preferred Stock, par value $0.01
      per share, of the Corporation 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:

    


    Series
      A Convertible Preferred Stock

    


    1. Designation
      and Amount.
      There
      shall be a series of preferred stock that shall be designated as “Series
      A Convertible Preferred Stock,”
which
      shall have a stated
      value
      of
      $1,000 per share (the “Stated
      Value”),
      and
      the number of shares constituting such series shall be 15,000.
      Such
      number of shares may be increased or decreased by resolution of the Board;
      provided,
      however,
      that
      notwithstanding anything to the contrary provided herein or elsewhere, no
      decrease thereof shall reduce the number of shares of Series A Convertible
      Preferred Stock to less than the number of shares thereof then issued and
      outstanding plus the number of shares thereof issuable upon exercise of
      outstanding rights, options or warrants or upon conversion of outstanding
      securities issued by the Corporation. The Series A Convertible Preferred Stock
      shall rank senior to the Common Stock, par value $0.01 per share, of the
      Corporation (the “Common
      Stock”)
      as to
      the payment of dividends and as to the distribution of assets upon liquidation,
      dissolution, winding up or certain circumstances in connection with a
Change
      of
Control
      (as
      defined below).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Dividends
      and Distribution.

     

    (a) The
      holders of shares of Series A Convertible Preferred Stock will be entitled
      to
      receive cumulative dividends out of funds legally available therefor, payable
      in
      preference and priority to any payment of any dividend on Common Stock. Such
      dividends shall be payable in arrears on a quarterly basis on the last business
      day of March, June, September and December in each year (each such date being
      referred to herein as a “Quarterly
      Dividend Payment Date”).
      Accrued but unpaid dividends shall not bear interest. Any dividends paid on
      the
      shares of Series A Convertible Preferred Stock, whether in cash or through
      the
      issuance of additional shares of Series A Convertible Preferred Stock as stock
      dividends as provided in Section 2(b) below, shall be allocated pro rata on
      a
      share-by-share basis among all such then-outstanding shares of Series A
      Convertible Preferred Stock.

     

    (b) Dividends
      on each share of Series A Convertible Preferred Stock shall begin to accrue
      and
      be cumulative at an annual rate of ten percent (10%) of the Stated
      Value
      (the
“Series
      A Preferred Stock Dividend”),
      beginning on the date each such share of Series A Convertible Preferred Stock
      is
      issued (including upon issuance as a stock dividend). 

     

    (c) Dividends
      payable on Series A Convertible Preferred Stock shall be payable either (i)
      in
      cash or (ii) through the Corporation’s issuance of shares of Series A
      Convertible Preferred Stock
      as a
      stock dividend in an amount equal to (x) the dollar amount of the dividend
      otherwise payable in cash divided by (y) the Stated Value or (iii) any
      combination of the foregoing as the Board may determine in its sole discretion.
      No fractional shares of Series A Convertible Preferred Stock shall be issued
      as
      stock dividends pursuant to Section 2(c)(ii). In lieu of any fractional shares
      to which the holder would otherwise be entitled, the Corporation shall pay
      cash
      equal to such fraction multiplied by the Stated Value.

     

    (d) The
      record
      date with respect to the dividends payable on the last business day of March,
      June, September and December of each year, shall be March 15, June 15, September
      15 and December 15 of each year, respectively, or such other record date, not
      more than 60 days and not less than 10 days preceding the applicable Quarterly
      Dividend Payment Date, as shall be fixed by the Board.

     

    (e) The
      per
      share amounts in this Section 2 will be adjusted for any recapitalization,
      stock
      combinations, stock dividends, stock splits or similar events occurring after
      the date of issuance of any shares of Series A Convertible Preferred Shares
      (each a “Recapitalization”).
      

     

    (f) Upon
      conversion of any shares of Series A Convertible Preferred Stock to shares
      of
      Common Stock, any cumulative dividends with respect thereto which are accrued,
      payable and/or in arrears as of the date of conversion (the “Conversion
      Date”)
      shall,
      if not paid in cash within 5 business days after such Conversion Date, shall
      be
      deemed to have been paid by the issuance of stock dividends in accordance with
      Section 2(c)(ii) hereof and the subject stock dividend shall also immediately
      convert into shares of Common Stock. 

     

    
      
         

      

      
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    3. Voting
      Rights. 

    


    (a) Except
      as
      otherwise required by law or expressly provided herein, each share of Series
      A
      Convertible Preferred Stock shall be entitled to vote on all matters submitted
      or required to be submitted to a vote of the stockholders of the Corporation
      and
      shall be entitled to the number of votes equal to the number of whole shares
      of
      Common Stock into which such shares of Series A Convertible Preferred Stock
      are
      convertible pursuant to the provisions hereof, at the record date for the
      determination of stockholders entitled to vote on such matters or, if no such
      record date is established, at the date such vote is taken or any written
      consent of stockholders is solicited. In each such case, except as otherwise
      required by law or expressly provided herein, the holders of shares of Series
      A
      Convertible Preferred Stock and Common Stock shall vote together and not as
      separate classes. Fractional votes shall not, however, be permitted and any
      fractional voting rights resulting from the above formula (after aggregating
      all
      shares of Common Stock into which shares of Series A Convertible Preferred
      Stock
      held by each holder could be converted) shall be rounded down to the nearest
      whole number. 

    


    (b) Except
      as
      required by law and by Sections 3(c) hereof, holders of Series A Convertible
      Preferred Stock shall have no special voting rights and their consent shall
      not
      be required (except to the extent they are entitled to vote with holders of
      Common Stock as set forth herein) for taking any corporate action.

    


    (c) So
      long
      as twenty-five (25%) percent of the shares of Series A Convertible Preferred
      Stock issued by the Corporation pursuant to the Securities Purchase and Option
      Agreement dated February 22, 2007 remain outstanding (as appropriately adjusted
      for any recapitalization, stock combinations, stock dividends, stock splits
      or
      similar events occurring after the original issuance date of any shares of
      Series A Convertible Preferred Stock, the “Original
      Issuance Date”),
      the
      Corporation will not, directly or indirectly, including without limitation
      through merger, consolidation or otherwise, without the affirmative vote or
      written consent of the holders of more than fifty percent (50%) of the
      then-outstanding shares
      of
      Series A
      Convertible Preferred Stock, voting as a separate class, given in writing or
      by
      resolution adopted at a duly-called meeting of the holders of Series A
      Convertible Preferred Stock:

     

    (i) Declare
      or pay any dividends on any shares of Common Stock, or other securities of
      the
      Corporation without first paying in full, in addition to the Series A Preferred
      Stock Dividend accrued and unpaid through and including such date, the amount
      which the holders of Series A Convertible Preferred Stock would have received
      had the shares of Series A Convertible Preferred Stock been converted for shares
      of Common Stock at the then-applicable Series A Conversion Price (defined
      below); or 

    


    (ii) Directly
      and/or indirectly, designate, issue, create or otherwise permit to exist, any
      additional shares of preferred stock or other securities of the Corporation
      which, as to the payment of dividends, distribution of assets, redemptions,
      voting, interest payments, liquidation payments and/or any other type of payment
      or right, including, without limitation, distributions to be made upon the
      liquidation, dissolution or winding up of the Corporation, or upon the merger,
      Change
      of
Control,
      consolidation or sale of the assets thereof, is directly and/or indirectly
      senior to or
      pari
      passu
      with the
      Series A Convertible Preferred Stock.

     

    
      
         

      

      
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    (iii) Directly
      and/or indirectly create, incur or assume any liability or indebtedness for
      borrowed money that is secured by the Corporation’s real or personal property or
      other assets of the Corporation.

    


    (iv) Directly
      and/or indirectly create, incur or assume any liability or indebtedness for
      borrowed money that is unsecured (collectively, “New
      Unsecured Debt”),
      unless, after the creation, incurrence or assumption of such New Unsecured
      Debt,
      the difference between the Corporation’s then-current EBITDA and the estimated
      monthly interest on such New Unsecured Debt, on a proforma basis, is not less
      than two
      (2)
      times the amount of the estimated monthly interest on such New Unsecured Debt.
      For the purpose of this Section 3(c)(iv), “EBITDA”
means,
      in any fiscal period, the Corporation’s net income or net loss (other than
      extraordinary or non-recurring items of the Corporation for such period), plus
      (i) the amount of all interest expense, income tax expense, depreciation expense
      and amortization expense of the Corporation for such period, and plus or minus
      (as the case may be) (ii) any other non-cash charges which have been added
      or
      subtracted, as the case may be, in calculating the Corporation’s net income for
      such period. If the Corporation’s accounting is prepared on a consolidated
      basis, EBITDA shall be calculated on a consolidated basis.

    


    4. Conversion 

    


    (a) Right
      to Convert.
      Each
      share of Series A Convertible Preferred Stock shall be convertible, at the
      option of the holder thereof, at any time and from time to time after the date
      of issuance of such share at the office of the Corporation or any transfer
      agent
      for the Series A Convertible Preferred Stock into such number of fully paid
      and
      nonassessable shares of Common Stock as is determined by dividing the Stated
      Value by the Series A Conversion Price (determined as hereinafter provided)
      in
      effect at the time of any conversion. The price at which shares of Common Stock
      shall be deliverable upon conversion of shares of Series A Convertible Preferred
      Stock shall initially be $0.125 per share of Common Stock with respect to each
      share of Series A Convertible Preferred Stock (the “Series
      A Conversion Price”).

    


    (b) Automatic
      Conversion.
      Each
      share of Series A Convertible Preferred Stock shall automatically be converted
      into shares of Common Stock at the then effective Series A Conversion Price
      upon
      the earlier of: 

    


    (i)
       the
      closing of an underwritten public offering pursuant to an effective registration
      statement under the Securities Act of 1933, as amended (the “Securities
      Act”),
      in
      connection with the offer and sale of shares of Common Stock for the account
      of
      the Corporation resulting in gross proceeds to the Corporation of not less
      than
      $20,000,000 (a “Qualified
      Secondary Offering”);
      provided that
      the
      shares of Common Stock issuable upon the conversion of the Series A Convertible
      Preferred Stock (the “Conversion
      Shares”)
      are
      (I) trading or are quoted (as the case may be), on the Bulletin Board, NASDAQ,
      AMEX or the NYSE (any of which shall hereinafter be referred to as an
“Eligible
      Trading Medium”),
      and
      (II) registered under the Securities Act for resale without any selling
      limitations and/or restrictions longer than 180 days following the closing
      date
      of the Qualifying Secondary Offering;

     

    
      
         

      

      
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    (ii)
       the
      date
      upon which (I) the Common Stock has for 20 consecutive trading days (A) closed
      at a price equal to not less than 250% the then-applicable Series A Conversion
      Price and (B) averaged not less than 500,000
      shares
      per day in volume, (II)
      there is an effective resale registration statement covering the resale of
      the
      Conversion Shares and the Conversion Shares have no direct and/or indirect
      selling limitations and/or restrictions, and (III) the Conversion Shares are
      traded and/or quoted on an Eligible Trading Medium; or

    


    (iii)
       immediately
      upon a Change of Control, in which case, immediately prior to such automatic
      conversion, holders of the Series A Convertible
      Preferred Stock shall first receive the Series A Liquidation Preference Amount
      (defined below). As used herein, “Change
      of Control”
shall
      mean (A) the sale of all or substantially all of the assets of the Corporation
      to an Independent Third Party (defined below), or (B) the sale by the
      Corporation of 50% or more of the Corporation’s then issued and outstanding
      voting stock (on a fully diluted and fully converted/exercised basis) in one
      transaction or series of related transactions, unrelated to an investment for
      capital raising purposes or (C) a merger or consolidation of the Corporation
      into or with another corporation for cash and/or other consideration (other
      than
      any merger or consolidation in which stockholders of the Corporation immediately
      prior to such merger or consolidation beneficially own more than 50% of the
      voting shares of the surviving corporation immediately following such merger
      or
      consolidation). As used herein, “Independent
      Third Party”
means
      any person (and/or “group” as defined in Section 13 of the Securities Exchange
      Act of 1934, as amended, who, immediately prior to a contemplated transaction,
      (a) does not beneficially own in excess of the 10% of the Corporation’s issued
      and outstanding Common Equivalents (defined below) (a “10%
      Owner”),
      (b)
      is not a controlling, controlled by or under common control with any 10% Owner,
      (c) is not the spouse or descendant (by birth or adoption) of any 10% Owner,
      or
      (d) is not a trust for the benefit of (i) any 10% Owner, (ii) an entity
      controlling, controlled by or under common control with any 10% Owner, and/or
      (iii) the spouse or descendant (by birth or adoption) of any 10% Owner.
“Common
      Equivalents”
means
      (i) any Common Stock and (ii) any Preferred Stock, option, warrant or other
      security of the Corporation that is convertible into or exercisable for Common
      Stock (or into securities that are convertible into Common Stock), with the
      quantity of Common Equivalents that such a security constitutes being the number
      of shares of Common Stock issuable upon the exercise or conversion of such
      security.

    


    (c) Mechanics
      of Conversion.
      No
      fractional shares of Common Stock shall be issued upon conversion of the Series
      A Convertible Preferred Stock. In lieu of any fractional shares to which the
      holder would otherwise be entitled, the Corporation shall pay cash equal to
      such
      fraction multiplied by the greater of (i) the
      then-effective
      Series A Conversion Price
      or (ii)
      the then-applicable fair market value of a share of Common Stock, as calculated
      pursuant to Section 7(d).
      Before
      any holder of Series A Convertible Preferred Stock shall be entitled, pursuant
      to Section 4(a), to convert such Series A Convertible Preferred Stock into
      full
      shares of Common Stock and to receive certificates therefore (assuming the
      holder received certificates for its Series A Convertible Preferred Stock),
      the
      holder shall surrender the certificate or certificates therefor, duly endorsed,
      at the office of the Corporation or of any transfer agent for the Series A
      Convertible Preferred Stock (or a Lost Stock Certificate Affidavit (defined
      below)), and shall give written notice to the Corporation at such office that
      the holder elects to convert the same. In the event of an automatic conversion
      pursuant to Section 4(b), a holder’s outstanding shares of Series A Convertible
      Preferred Stock shall be converted automatically without any further action
      by
      the holder of such shares and whether or not the certificates representing
      such
      shares are surrendered to the Corporation or its transfer agent; provided,
      however,
      that
      the Corporation shall not be obligated to issue certificates evidencing the
      shares of Common Stock issuable upon such automatic conversion unless the
      certificates evidencing such shares of Series A Convertible Preferred Stock
      are
      either delivered to the Corporation or its transfer agent as provided above
      (assuming the holder received from the Corporation certificates for its Series
      A
      Convertible Preferred Stock), or the holder notifies the Corporation or its
      transfer agent that such certificates have been lost, stolen or destroyed and
      executes and delivers to the Corporation an affidavit acknowledging the same
      (a
“Lost
      Stock Certificate Affidavit”).
      The
      Corporation shall be responsible for the cost of any transfer agent bond
      required in connection with a lost stock certificate. The Corporation shall,
      as
      soon as practicable after the delivery of such Certificates or such Lost Stock
      Certificate Affidavit, issue and deliver to the holder, at the holder’s address
      set forth in the Corporation’s books and records, the required certificate or
      certificates for the number of shares of Common Stock to which such holder
      is to
      receive as aforesaid and a check payable to the holder in the amount of any
      cash
      amounts payable as the result of a conversion into fractional shares of Common
      Stock. Such conversion shall be deemed to have been made immediately prior
      to
      the close of business on the date of such surrender of the shares of Series
      A
      Convertible Preferred Stock to be converted (or delivery of a Lost Stock
      Certificate Affidavit), or, in the case of automatic conversion, on the date
      of
      the occurrence of a transaction or event requiring automatic conversion as
      set
      forth in Section 4(b)(i), (ii) or (iii) of this Certificate. The person or
      persons to receive the shares of Common Stock issuable upon such conversion
      shall be treated for all purposes as the record holder or holders of such shares
      of Common Stock on such date.

     

    
      
         

      

      
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    (d) Adjustment
      for Stock Splits and Combinations.
      If the
      Corporation at any time or from time to time after the effective date of this
      Certificate of Designation (the “Effective
      Date”)
      effects a division of the outstanding shares of Common Stock, the Series A
      Conversion Price then in effect immediately prior to that division shall be
      proportionately decreased and, conversely, if the Corporation at any time,
      or
      from time to time, after the Effective Date combines the outstanding shares
      of
      Common Stock, the Series A Conversion Price then in effect immediately prior
      to
      that combination shall be proportionately increased. Any adjustment under this
      Section 4(d) shall be effective on the close of business on the date such
      division or combination becomes effective.

    


    (e) Adjustment
      for Certain Dividends and Distributions.
      If the
      Corporation at any time or from time to time after the Effective Date pays
      or
      fixes a record date for the determination of holders of shares of Common Stock
      entitled to receive a dividend or other distribution in the form of shares
      of
      Common Stock, then in each such event the Series A Conversion Price then in
      effect shall be decreased, as of the time of such payment or, in the event
      a
      record date is fixed, as of the close of business on such record date, by
      multiplying the Series A Conversion Price then in effect by a fraction (i)
      the
      numerator of which shall be the total number of shares of Common Stock
      outstanding immediately prior to the time of such payment or the close of
      business on such record date and (ii) the denominator of which shall be (A)
      the
      total number of shares of Common Stock outstanding immediately prior to the
      time
      of such payment or the close of business on such record date plus (B) the number
      of shares of Common Stock issuable in payment of such dividend or distribution;
      provided, however, that if a record date is fixed and such dividend is not
      fully
      paid or such other distribution is not fully made on the date fixed therefor,
      the Series A Conversion Price then in effect shall not be decreased as of the
      close of business on such record date as hereinabove provided as to the portion
      not fully paid or distributed, and thereafter the Series A Conversion Price
      then
      in effect shall be decreased pursuant to this Section 4 as of the date or dates
      of actual payment of such dividend or distribution.

     

    
      
         

      

      
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    (f) Adjustments
      for Other Dividends and Distributions.
      If the
      Corporation, at any time or from time to time after the Effective Date, pays
      or
      fixes a record date for the determination of holders of shares of Common Stock
      entitled to receive, a dividend or other distribution in the form of securities
      of the Corporation (other than shares of Common Stock or rights or options
      for
      the purchase of, or securities convertible into, Common Stock), then in each
      such event provision shall be made so that all holders of outstanding shares
      of
      Series A Convertible Preferred Stock shall receive the amount of securities
      of
      the Corporation which they would have received had their respective shares
      of
      Series A Convertible Preferred Stock been converted at the then-effective
      Conversion Price into shares of Common Stock on the date of such event.


    


    (g) Adjustment
      for Reclassification, Exchange and Substitution.
      If, at
      any time or from time to time after the Effective Date, the number of shares
      of
      Common Stock issuable upon conversion of the shares of Series A Convertible
      Preferred Stock is changed into the same or a different number of shares of
      any
      other class or classes of stock or other securities, whether by
      recapitalization, reclassification or otherwise (other than a Change
      of
      Control, Reorganization (as defined below),
      division or combination of shares or stock dividend provided
      for elsewhere in this Section 4), then in any such event each holder of
      outstanding shares of Series A Convertible Preferred Stock shall have the right
      thereafter to convert such shares of Series A Convertible Preferred Stock into
      the same kind and amount of stock and other securities receivable upon such
      recapitalization, reclassification or other change, as the maximum number of
      shares of Common Stock into which such shares of Series A Convertible Preferred
      Stock could have been converted immediately prior to such recapitalization,
      reclassification or change, all subject to further adjustment as provided
      herein.

    


    (h) Reorganizations.
      If, at
      any time or from time to time after the Effective Date, there is a capital
      reorganization of the Common Stock with a party not otherwise an Independent
      Third Party (other than a Change
      of
      Control
      provided
      for elsewhere in this Section 4) (a
      “Reorganization”),
      then,
      as
      a part of such Reorganization,
      provision shall be made so that the holders of outstanding shares of Series
      A
      Convertible Preferred Stock shall thereafter receive upon conversion thereof
      the
      number of shares of stock or other securities or property of the Corporation,
      or
      of the successor corporation resulting from such Reorganization,
      to
      which a holder of the number of shares of Common Stock into which their shares
      of Series A Convertible Preferred Stock were convertible would have been
      entitled on such Reorganization.
      In any
      such case, appropriate adjustment shall be made in the application of the
      provisions of this Section 4 with respect to the rights of the holders of the
      outstanding shares of Series A Convertible Preferred Stock after the
Reorganization
      to the
      fullest extent that the provisions of this Section 4 (including adjustment
      of
      the Series A Conversion Price then in effect and the number of shares into
      which
      the shares of Series A Convertible Preferred Stock then outstanding may be
      converted) shall be applicable after that event and be as nearly equivalent
      to
      such Series A Conversion Price and number of shares as may be
      practicable.

     

    
      
         

      

      
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    (i) Sale
      of Shares Below Series A Conversion Price.
      If, at
      any time or from time to time after the Effective Date, the Corporation issues
      or sells, or is deemed by the express provisions of this Section 4(i) to have
      issued or sold, Additional Shares of Common Stock (as hereinafter defined)
      for
      an Effective Price (as hereinafter defined) less than the then current Series
      A
      Conversion Price, other than (A) as a dividend or other distribution on any
      class of stock as provided in Section 4(e) or 4(f) above or (B) upon a division
      or combination of shares of Common Stock as provided in Section 4(d) above,
      then, in any such event, the Series A Conversion Price shall be reduced, as
      of
      the close of business on the date of such issuance or sale, to an amount
      determined by multiplying the Series A Conversion Price by a fraction (A) the
      numerator of which shall be (x) the number of shares of Common Stock outstanding
      at the close of business on the day immediately preceding the date of such
      issuance or sale, plus (y) the number of shares of Common Stock which the
      aggregate consideration received (or by the express provisions hereof deemed
      to
      have been received) by the Corporation for the total number of Additional Shares
      of Common Stock so issued or sold would purchase at the Series A Conversion
      Price then in effect and (B) the denominator of which shall be the number of
      shares of Common Stock outstanding at the close of business on the date of
      such
      issuance or sale of the Additional Shares of Common Stock (after giving effect
      to such issuance or sale). For the purpose of the calculation described in
      this
      Section 4(i), the number of shares of Common Stock outstanding shall include,
      in
      addition to the number of shares of Common Stock actually outstanding, (A)
      the
      number of shares of Common Stock into which the then outstanding shares of
      Series A Convertible Preferred Stock could be converted if fully converted
      on
      the day immediately preceding the issuance or sale or deemed issuance or sale
      of
      Additional Shares of Common Stock; and (B) the number of shares of Common Stock
      which would be obtained through the exercise or conversion of all rights,
      options and Convertible Securities (as hereinafter defined) outstanding on
      the
      day immediately preceding the issuance or sale or deemed issuance or sale of
      Additional Shares of Common Stock. 

    


    (i) For
      the
      purpose of making any adjustment required under this Section 4(i), the
      consideration received by the Corporation for any issuance or sale of securities
      shall (A) to the extent it consists of property other than cash, be the fair
      value of that property as mutually agreed upon in good faith by the Board of
      Directors and holders owning no less than 50.1% of the then issued and
      outstanding shares of Series A Convertible Preferred Stock (the “Required
      A Amount”);
      and
      (B) if Additional Shares of Common Stock, Convertible Securities (as hereinafter
      defined) or rights or options to purchase either Additional Shares of Common
      Stock or Convertible Securities are issued or sold together with other stock
      or
      securities or other assets of the Corporation for a consideration which covers
      both, be the portion of the consideration so received mutually agreed upon
      in
      good faith by the Board of Directors and the holders of the Required A Amount
      to
      be allocable to such Additional Shares of Common Stock, Convertible Securities
      or rights or options.

    


    (ii) For
      the
      purpose of the adjustment required under this Section 4(i), if the Corporation
      issues or sells any rights, warrants or options for the purchase of, or stock
      or
      other securities convertible into, Additional Shares of Common Stock (such
      convertible stock or securities being hereinafter referred to as “Convertible
      Securities”)
      and if
      the Effective Price (as defined in Clause (iv) below) of such Additional Shares
      of Common Stock is less than the then current Series A Conversion Price, the
      Corporation shall be deemed to have issued, at the time of the issuance of
      such
      rights, options or Convertible Securities, the maximum number of Additional
      Shares of Common Stock issuable upon exercise or conversion thereof and to
      have
      received as consideration therefor an amount equal to (A) the total amount
      of
      the consideration, if any, received by the Corporation for the issuance of
      such
      rights or options or Convertible Securities plus (B) in the case of such rights
      or options, the minimum amount of consideration, if any, payable to the
      Corporation upon the exercise of such rights or options or, in the case of
      Convertible Securities, the minimum amount of consideration, if any, payable
      to
      the Corporation upon the conversion thereof. Thereafter, no further adjustment
      of the Series A Conversion Price shall be made as a result of the actual
      issuance of Additional Shares of Common Stock on the exercise of any such rights
      or options or the conversion of any such Convertible Securities, unless the
      price is subsequently again amended. If any such rights or options or the
      conversion privilege represented by any such Convertible Securities shall expire
      or otherwise terminate without having been exercised, the Series A Conversion
      Price shall thereafter be the Series A Conversion Price which would have been
      in
      effect had an adjustment been made on the basis that the only Additional Shares
      of Common Stock so issued were the Additional Shares of Common Stock, if any,
      actually issued or sold on the exercise of such rights or options or rights
      of
      conversion of such Convertible Securities, and were issued or sold for the
      consideration actually received by the Corporation upon such exercise plus
      (A)
      the consideration, if any, actually received for the granting of all such rights
      or options, whether or not exercised, (B) the consideration, if any, actually
      received by issuing or selling the Convertible Securities actually converted,
      and (C) the consideration, if any, actually received on the conversion of such
      Convertible Securities. However, if any such rights or options or Convertible
      Securities by their terms provide, with the passage of time or otherwise, for
      any increase in the consideration payable to the Corporation, upon the exercise,
      conversion or exchange thereof, the Conversion Price for the Series A
      Convertible Preferred Stock, and any subsequent adjustments based thereon,
      shall, upon any such increase or decrease becoming effective, be recomputed
      to
      reflect such increase or decrease insofar as it affects such rights, options
      or
      the rights of conversion or exchange under such Convertible
      Securities.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (iii) For
      the
      purpose of any adjustment required under this Section 4(i), if (a) the
      Corporation issues or sells any rights or options for the purchase of
      Convertible Securities and (b) if the Effective Price of the Additional Shares
      of Common Stock underlying such Convertible Securities is less than the Series
      A
      Conversion Price then in effect, then in each such event the Corporation shall
      be deemed to have issued at the time of the issuance of such rights or options
      the maximum number of Additional Shares of Common Stock issuable upon conversion
      of the total number of Convertible Securities covered by such rights or options
      (as set forth in the legal instruments setting forth the terms of such
      Convertible Securities) and to have received as consideration for the issuance
      of such Additional Shares of Common Stock an amount equal to the amount of
      consideration, if any, received for the issuance of such rights or options
      plus
      (A) the minimum amount of consideration, if any, payable upon the exercise
      of
      such rights or options and (B) the minimum amount of consideration, if any,
      payable upon the conversion of such Convertible Securities, unless the price
      is
      subsequently amended. No further adjustment of the Series A Conversion Price
      shall be made as a result of the actual issuance of the Convertible Securities
      upon the exercise of such rights or options or upon the actual issuance of
      Additional Shares of Common Stock upon the conversion of such Convertible
      Securities. The provisions of Section 4(i)(ii) for the adjustment of the Series
      A Conversion Price upon the expiration of rights or options or the rights of
      conversion of Convertible Securities shall apply mutatis
      mutandis
      upon the
      expiration of the rights, options and Convertible Securities referred to in
      this
      Section 4(i)(iii).

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (iv) "Additional
      Shares of Common Stock"
      shall
      mean all shares of Common Stock issued or deemed to be issued under this Section
      4(i) after the Effective Date, other than (A) shares
      of
      Common Stock issued upon conversion of the shares of Series A Convertible
      Preferred Stock; (B) shares of Common Stock (or options, warrants or rights
      therefor) granted or issued subsequent to the Effective Date to employees,
      officers, directors or consultants of the Corporation or any subsidiary pursuant
      to incentive agreements, stock purchase or stock option plans, stock bonuses
      or
      awards, warrants, contracts or other arrangements that are approved by the
      Board
      of Directors; (C) any additional Series A Convertible Preferred Stock by way
      of
      a dividend to the holders of the Series A Convertible Preferred Stock; (D)
      securities issued pursuant to any anti-dilution rights of the holders of Series
      A Convertible Preferred Stock; (E) securities issued in connection with or
      pursuant to the acquisition of all or any portion of another company by the
      Corporation whether by merger or any other reorganization or by the purchase
      of
      all or any portion of the assets of another company, pursuant to a plan,
      agreement or other arrangement approved by the independent Directors of the
      Board of Directors, which transaction is effectuated with persons not affiliated
      with the Corporation; (F) securities issued or issuable upon the exercise of
      any
      warrants, options or other rights that are outstanding as of the Effective
      Date
      (unless the exercise, conversion or exchange price of any such securities is
      reduced, in which case the anti-dilution provisions of this Section 4(i) shall
      apply); (G) shares of Common Stock issued by way of dividend or other
      distribution on shares of Common
      Stock in transactions pursuant to Sections 4(d), 4(e) and 4(f) excluded from
      the
      definition of Additional Shares of Common Stock by the clauses
      (A)
      through
      (F) hereof; and (H) any other issuance or offering of Additional Shares of
      Common Stock that
      holders
      of at least a majority of the then issued and outstanding Series A Convertible
      Preferred Stock
      agree (as
      evidenced by a written consent of such holders) should
      not
      be
      deemed to
      be
      Additional Shares of Common Stock for purposes of adjusting the Series A
      Conversion Price under this Section 4. The “Effective
      Price”
of
      Additional Shares of Common Stock shall mean the quotient obtained by dividing
      the total number of Additional Shares of Common Stock issued or sold, or deemed
      to have been issued or sold, under this Section 4 into the aggregate
      consideration received, or deemed to have been received for such Additional
      Shares of Common Stock. 

    


    (j) No
      Impairment.
      The
      Corporation will not, by amendment of its Certificate of Incorporation or
      through any reorganization, transfer of assets, consolidation, merger,
      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 to be observed
      or performed hereunder by the Corporation but will at all times in good faith
      assist in the carrying out of all the provisions of this Section 4 and in the
      taking of all such action as may be necessary or appropriate in order to protect
      the conversion rights of the holders of the Series A Convertible Preferred
      Stock
      against impairment.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    (k) Certificate
      as to Adjustments. Upon
      the
      occurrence of each adjustment or readjustment of the Series A Conversion Price
      pursuant to this Section 4, the Corporation at its expense shall promptly
      compute such adjustment or readjustment in accordance with the terms hereof
      and
      furnish to each holder of Series A Convertible Preferred Stock that is affected
      by such adjustment, a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based. 

    


     

    5. Redemption.
      Shares
      of
      Series A Convertible Preferred Stock shall not directly and/or indirectly be
      subject to redemption and/or any similar right by the Corporation.

    


    6. [Reserved]

    


    7. Liquidation
      Preference. In
      the
      event of any Liquidation Event (defined below), either voluntary or involuntary,
      distributions to the stockholders of the Corporation shall be made in the
      following manner:

    


    (a) Series
      A Convertible Preferred Stock Preference. The
      holders of each share of the Series A Convertible Preferred Stock then
      outstanding shall be entitled to be paid, prior and in preference to any payment
      or distribution to the holders of Common Stock or any other stock ranking junior
      to the Series A Convertible Preferred Stock, out of the capital, surplus or
      earnings of the Corporation legally available therefor an amount equal to the
      sum of (i) 125% of the Stated Value of a share of Series A Convertible Preferred
      Stock ($1,250 per share, based upon the per share Stated Value of a share of
      Series A Convertible Preferred Stock) (as adjusted for any stock dividends,
      combinations or splits with respect to such shares) (“Appropriately
      Adjusted”),
      plus
      (ii) any accrued and unpaid dividends thereon (such liquidation preference,
      the
“Series
      A Liquidation Preference Amount”).
      If
      the assets and funds of the Corporation legally available for distribution
      to
      the holders of the Series A Convertible Preferred Stock shall be insufficient
      to
      permit full payment of the Series A Liquidation Preference Amount to all holders
      of Series A Convertible Preferred Stock, then the entire assets and funds of
      the
      Corporation legally available for distribution to such holders shall be
      distributed ratably among the holders of Series A Convertible Preferred Stock.
      

     

    (b) Remaining
      Assets.  After
      full payment has been made to the holders of the Series A Convertible Preferred
      Stock of the Series A Liquidation Preference Amount, the entire remaining assets
      and funds of the Corporation legally available for distribution, if any, shall
      be distributed ratably among the holders of the Common Stock, including holders
      of Conversion Shares following an automatic conversion under Section 4(b),
      in
      proportion to the number of shares of Common Stock held by them. If
      any of
      the assets of the Corporation are to be distributed (other than in cash or
      securities under this Section 7), then the Board of Directors of the Corporation
      shall promptly engage and pay for independent competent appraisers to determine
      the value of the assets to be distributed to the holders of the Series A
      Convertible Preferred Stock and/or Common Stock. The Corporation shall, upon
      receipt of such appraisers' valuation, give prompt written notice of the
      appraisers' valuation together with copies of any such valuation report prepared
      by the appraisers to each holder of Series A Convertible Preferred Stock and
      Common Stock of the Corporation, but in no event later than at least twenty
      (20)
      days prior to the transaction in question.  

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (c) Reorganization
      or Merger. For
      purposes of this Section 7, the following shall be deemed to be a liquidation,
      dissolution or winding up within the meaning of this Section 7 with respect
      to
      the Series A Convertible Preferred (each, a “Liquidation
      Event”):
      (i)
a
      Change
      in Control transaction or (ii)
      the
      voluntary dissolution, liquidation, or winding up of the affairs of the
      Corporation. 

     

    (d) Securities
      Valuation. Any
      securities to be delivered to the holders of the Series A Convertible Preferred
      Stock and/or Common Stock pursuant to this Section 7 above shall be valued
      as
      follows:

    


    (i) For
      securities not subject to an investment letter or other similar restrictions
      on
      free marketability:

     

    (A) If
      traded
      on a securities exchange or the Nasdaq National Market, the value shall be
      deemed to be the average of the closing prices of the securities on such
      exchange over the 30-day period ending three (3) days prior to the
      closing;

    


    (B) If
      actively traded over-the-counter, the value shall be deemed to be the average
      of
      the closing bid prices over the 30-day period ending three (3) days prior to
      the
      closing; and

    


    (C) If
      there
      is no active public market, the value shall be the fair market value thereof,
      as
      mutually agreed upon in good faith by the holders of the Required A Amount
      and
      the Board of Directors, provided, that if the Board and the holders of the
      Required A Amount are unable to reach an agreement, then by appraisal by an
      independent investment banker hired and paid by the Corporation, who is
      reasonably acceptable to the holders of the Required A Amount.

     

    


    (ii) The
      method of valuation of securities subject to an investment letter or other
      restrictions on marketability shall include an appropriate discount from the
      market value determined in Section 7(d)(i)(A), (B) or (C), above, to reflect
      the
      approximate current fair market value thereof, as mutually agreed upon in good
      faith by the holders of the Required A Amount and the Board of
      Directors.

    


    8. Board
      of Directors.
      In the
      event that, within six (6) months after the Original Issuance Date (the
“Trigger
      Date”),
      the
      Corporation shall have failed to consummate a follow-on financing resulting
      in
      gross proceeds to the Corporation of at least $5,000,000, based on an issue,
      conversion or exercise price of at least $0.20 per share (the “Enabling
      Financing”),
      then
      the holders of shares of Series A Convertible Preferred Stock shall have the
      right to designate and elect three (3) members to the Corporation’s Board of
      Directors for the purpose of causing the Company to actively consider all its
      options. Prior to Trigger Date, the Corporation’s Board of Directors shall
      consist of no more than six (6) members; provided, however, that the number
      of
      members of the Corporation’s Board of Directors may be increased in connection
      with the consummation of the Enabling Financing. 

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate this
      10th
      day of
      April, 2007.

     

    
      	 	 	 
	 	WHERIFY
              WIRELESS, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              William Scigliano
	 	
              
Name:
              William Scigliano
	 	Title:
              Secretary


    

     

    
      
         

      

      
        -13-