Exhibit 4.7


 


EXECUTION
COPY


 


CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF

KBL Merger Corp. IV


 


I,
Marlene Krauss, hereby certify that I am the CEO of KBL Merger Corp. IV (the “Company”), a corporation incorporated
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”), the Board on
May 11, 2020 adopted the following resolutions creating a series of shares of preferred stock designated as Series A Convertible
Preferred Stock, none of which shares have been issued:


 


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


 


TERMS
OF SERIES A 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 A Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred
Shares shall be 1,000,000 shares (for a purchase price of $3,000,000). 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.


 


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) other than the 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”), each holder
of a Preferred Share (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive
dividends (“Dividends”), which Dividends shall be paid by the Company out of funds legally available therefor,
payable, subject to the conditions and other terms hereof, in shares of Common Stock or cash on the Stated Value (as defined below)
of such Preferred Share at the Dividend Rate (as defined below), which shall be cumulative and shall continue to accrue and compound
daily whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment
of dividends in such fiscal year. Dividends on the Preferred Shares shall commence accumulating on the Initial Issuance Date and
shall be computed on the basis of a 360-day year and twelve 30-day months. Accrued and unpaid Dividends shall be payable either
(x) in cash on the Maturity Date, or in cash on any applicable Redemption Date or upon any required payment upon any Bankruptcy
Triggering Event or (y) with respect to such Dividends attributable to Preferred Shares subject to conversion hereunder, by way
of inclusion of such Dividends in the Conversion Amount subject to conversion hereunder. From and after the occurrence and during
the continuance of any Triggering Event, the Dividend Rate shall automatically be increased to twenty-four percent (24%) per annum.
In the event that such Triggering Event is subsequently cured, the adjustment referred to in the preceding sentence shall cease
to be effective as of the calendar day immediately following the date of such cure; provided, that the Dividends as calculated
and unpaid at such increased rate during the continuance of such Triggering Event shall continue to apply to the extent relating
to the days after the occurrence of such Triggering Event through and including the date of such cure of such Triggering Event.


 






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4. Conversion.
At any time after the 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 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 Conversion Amount.


 


(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 (without
duplication) (1) the Stated Value thereof, plus (2) the Additional Amount thereon, plus (3) the Make-Whole Amount, plus (4) any
accrued and unpaid Late Charges with respect to such Stated Value and Additional Amount as of such date of determination.


 


(ii) “Conversion
Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, $5.28


 


(iii)
All such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification
or similar transaction that proportionately decreases or increases the Common Stock.


 


(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 facsimile or electronic mail), for receipt on or prior to 11:59 p.m., New York time, on such
date, an electronic 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 (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder, if Holder is holding a
physical certificate, shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original
certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid
(or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction as contemplated
by Section 20). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company
shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II,
of receipt of such Conversion Notice to such Holder and the 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 first (1st) Trading Day following the date of receipt of a Conversion Notice (or such earlier
date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated
on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share
Delivery Deadline”), the Company shall (1) provided, that the Transfer Agent is participating in the Depository
Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of
Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through
its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a
certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder
shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion
pursuant to Section 4(c)(iii) is greater than the number of Preferred Shares being converted, then the Company shall, as
soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and
at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate (in accordance with Section 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.


 






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(ii) Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to a Holder on or prior to
the applicable Share Delivery Deadline, 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 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 Preferred Shares (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies
available to such Holder, such Holder, upon written notice to the Company, (x) may void its Conversion Notice with respect to,
and retain or have returned (as the case may be) any Preferred Shares that have not been converted pursuant to such Holder’s
Conversion Notice, provided, that the voiding of a 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 the terms of this Certificate of Designations
or otherwise and (y) 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 2% of the product of (A) the aggregate number
of shares of Common Stock not issued to such Holder on a timely basis and to which such Holder is entitled and (B) the Closing
Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have
issued such shares of Common Stock to such Holder without violating Section 4(c). In addition to the foregoing, if the Company
shall fail, for any reason or for no reason, to issue to a Holder on or prior to the Share Delivery Deadline, a certificate to
such Holder and register such shares of Common Stock on the Company’s share register or credit such Holder’s or its
designee’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such
Holder’s conversion hereunder (as the case may be), and if on or after such Share Delivery Deadline such Holder (or any
other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the number of shares of Common Stock, or a
sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon
such conversion that such Holder so anticipated receiving from the Company, then, in addition to all other remedies available
to such Holder, the Company shall, within three (3) Business Days after receipt of such Holder’s request and in such Holder’s
discretion, either: (I) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage
commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, 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 or credit such Holder’s balance account with DTC for the number of shares
of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue
such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate
or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC for the number
of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be)
and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number
of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period
commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause
(II).


 






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(iii) Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and
addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares (the “Registered Preferred
Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The 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 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 A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii)
THEREOF. THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER
OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE
OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A CONVERTIBLE 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 Conversion.


 


(i) Beneficial
Ownership. Notwithstanding anything to the contrary contained in this Certificate of Designations, the Preferred Shares held
by a Holder shall not be convertible by such Holder, and the Company shall not effect any conversion of any Preferred Shares held
by such Holder, to the extent (but only to the extent) that such Holder (together with the Holder’s Affiliates, and any
other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock.
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Shares with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon
(i) conversion of the remaining, unconverted principal amount of the Preferred Shares beneficially owned by the Holder or any
of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. No prior inability of a Holder to convert Preferred
Shares, or of the Company to issue shares of Common Stock to such Holder, pursuant to this Section 4(d) shall have any effect
on the applicability of the provisions of this Section 4(d) with respect to any subsequent determination of convertibility
or issuance (as the case may be). Except as set forth above, for purposes of this Section 4(d), beneficial ownership and
all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall
be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. The provisions
of this Section 4(d) shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)
to correct this Section 4(d) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage
beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such Maximum Percentage limitation. The limitations contained in this Section 4(d) shall apply to a successor holder of
Preferred Shares. The holders of Common Stock shall be third party beneficiaries of this Section 4(d) and the Company may
not waive this Section 4(d) without the consent of holders of a majority of its Common Stock. For any reason at any time,
upon the written or oral request of a Holder, the Company shall within one (1) Business Day confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible
or exercisable securities into Common Stock, including, without limitation, pursuant to this Certificate of Designations or securities
issued pursuant to the other Transaction Documents. By written notice to the Company, any Holder may increase or decrease the
Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such
increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or
decrease will apply only to such Holder sending such notice and not to any other Holder.


 






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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 would exceed the aggregate
number of shares of Common Stock which the Company may issue upon conversion of the Preferred Shares or otherwise pursuant to
the terms of this Certificate of Designations without breaching the Company’s obligations under the rules or regulations
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 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 Buyer (as defined in the Securities
Purchase Agreement) shall be issued in the aggregate, upon conversion of any Preferred Shares or otherwise pursuant to the terms
of this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of
the Issuance Date multiplied by (ii) the quotient of (1) the aggregate original Stated Value of the Preferred Shares issued to
such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate original Stated Value
of the Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to
each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any
of such Buyer’s Preferred Shares, the transferee shall be allocated a pro rata portion of such Buyer’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 on a pro rata
basis in proportion to the shares of Common Stock underlying the Preferred Shares hen held by each such holder of Preferred Shares.
In the event that 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 the 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 Closing Sale Price on the Trading Day immediately
preceding the date such Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company
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, brokerage commissions, if any, of such Holder incurred in connection
therewith.


 


(e) Company’s
Conversion Right. If beginning on the eleventh (11) Trading Day following the later
to occur: (A) the completion of the Business Combination and (B) the receipt by the Company of all final and unconditional regulatory
approvals (the “Mandatory Conversion Measuring Time”) (unless otherwise waived by the Required Holders) (u)
the Closing Sale Price of the Common Stock listed on the Principal Market exceeds $6.00 throughout the Mandatory Conversion Measuring
Time (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Mandatory
Conversion Minimum Price”), (v) no failure of the Equity Conditions then exists, (w) the daily average trading volume
for the prior five (5) consecutive Trading Days was in excess of $80,000 per Trading Day; (x) the Common Stock is DWAC Eligible
and not subject to a “DTC chill”, and (y) the shares of Common Stock subject to the Company’s Conversion Right
are “freely tradeable” shares (for the purposes of this sub-section, “freely tradeable” shares shall mean
that such shares are eligible for resale pursuant to Rule 144 (provided the Company is compliant with its current public
information requirements) promulgated by the SEC pursuant to the Securities Act of 1933, as amended, or such shares are the subject
of a then effective registration statement, the Company shall have the right to require
the Holder to convert an amount of the purchase price of the Preferred Shares not to exceed $1,000,000 in the aggregate and not
to exceed $100,000 during any five (5) consecutive Trading Days (the “Mandatory Conversion Amount”) (but in
no event more than the lesser of (I) two (2) times the daily average trading volume for the prior ten (10) consecutive Trading
Days, and (II) all of the Conversion Amount then remaining hereunder), as designated in the Mandatory Conversion Notice (as herein
defined) into freely tradeable, fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 4(c)
hereof at the Fixed Conversion Price as of the Mandatory Conversion Date (as herein defined) (the “Mandatory Conversion”).
The Company may exercise its right to require conversion under this Section 4(e) by delivering within two (2) Trading Days following
the date of the Mandatory Conversion Measuring Time a written notice thereof by electronic mail or facsimile and overnight courier
to the Holder and the Transfer Agent (the “Mandatory Conversion Notice”) and the date the Holder received such
notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be
irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance
with this Section 4(e), which Trading Day shall be no less than five (5) Trading Days and no more than fifteen (15) Trading
Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (ii) the aggregate Mandatory
Conversion Amount subject to mandatory conversion from the Holder pursuant to this Section 4(e), (iii) the number of shares
of Common Stock to be issued to the Holder on the Mandatory Conversion Date, and (iv) that there has been no failure to meet the
Equity Conditions hereunder and no failure to meet the other conditions of this Section 4(e) (the “Mandatory Conversion
Conditions”). Notwithstanding anything herein to the contrary, (i) if there has been a failure to meet the Mandatory
Conversion Conditions at any time prior to the Mandatory Conversion Date, (A) the Company shall provide the Holder a subsequent
notice to that effect and (B) unless the Holder waives the applicable Mandatory Conversion Condition failure, the Mandatory Conversion
shall be cancelled and the applicable Mandatory Conversion Notice shall be null and void and (ii) at any time prior to the date
all of the shares of Common Stock to be delivered to the Holder (or its designee) in such Mandatory Conversion have been delivered
in full in compliance with Section 4(c) above, the Mandatory Conversion Amount may be converted, in whole or in part, by the Holder
into shares of Common Stock pursuant to Section 4; provided, however, that in no instance may the Company effect
a Mandatory Conversion that would result in the Holder exceeding the limitations of Section 4(d). Notwithstanding the foregoing,
any Conversion Amount subject to a Mandatory Conversion may be converted by the Holder hereunder prior to the applicable Mandatory
Conversion Date and such aggregate Conversion Amount converted hereunder whether or not before or after the Mandatory Conversion
Notice Date and prior to such Mandatory Conversion Date shall reduce the Mandatory Conversion Amount to be converted on such Mandatory
Conversion Date. For the avoidance of doubt, the Company shall have no right to effect a Mandatory Conversion if any Event of
Default (as defined in the Notes) has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s
right to convert hereunder in its discretion.


 






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5. Triggering
Event Redemptions.


 


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


 


(i) any
of the Preferred Shares or shares of Common Stock issuable upon conversion of the Preferred Shares are not freely tradable without
restriction by any of the Holders due to an uncured breach by the Company after the applicable grace period has run;


 


(ii) the
suspension from trading or 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;


 


(iii) the
Company’s written notice to any holder of the Preferred Shares, 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 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);


 


(iv) at
any time following the tenth (10th) consecutive day that a Holder’s Authorized Share Allocation (as defined in Section 11(a))
is less than 100% of the sum of the number of shares of Common Stock that such Holder would be entitled to receive upon a conversion
in full of the Preferred Shares held by such Holder (without regard to any limitations on conversion set forth in this Certificate
of Designations);


 


(v) the
Company’s Board of Directors fails to declare any Dividend to be paid on the applicable Dividend Date in accordance with
Section 3;


 


(vi) the
Company’s failure to pay to any Holder any Dividend (whether or not declared by the Board of Directors) 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, as 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 three (3) Trading Days;


 






    		- 7 -	 



     


    

 


(vii) the
Company, on three or more occasions, either (A) fails to cure a Conversion Failure by delivery of the required number of shares
of Common Stock within five (5) Trading Days after the applicable Conversion Date or (B) fails to remove any restrictive legend
on any certificate or any shares of Common Stock issued to such Holder upon conversion of any Preferred Shares acquired by such
Holder under the Securities Purchase Agreement as and when required by this Certificate of Designations or the Securities Purchase
Agreement, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at
least five (5) Trading Days;


 


(viii) the
occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $250,000 of Indebtedness
(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries;


 


(ix) 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;


 


(x) 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;


 


(xi) 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;


 


(xii) a
final judgment or judgments for the payment of money aggregating in excess of $250,000 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 that
any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the
$250,000 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;


 






    		- 8 -	 



     


    

 


(xiii) the
Company and/or any Subsidiary, individually or in the aggregate fails to pay, when due, or within any applicable grace period,
any payment with respect to any Indebtedness in excess of $250,000 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 $250,000, which breach or violation
causes the other party thereto to declare a default or otherwise accelerate amounts due thereunder;


 


(xiv) 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, unless such breach does not have a Material Adverse Effect;


 


(xv) 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,
and such Holder suffers economic damage thereby;


 


(xvi) any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15, unless such
breach does not have a Material Adverse Effect;


 


(xvii) any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;


 


(xviii) (A)
the Common Stock cannot be issued and transferred electronically to third parties via DTC through its Deposit/Withdrawal at Custodian
system or (B) the Company has received notice from DTC to the effect that a suspension of, or restriction on, accepting additional
deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed
or is contemplated;


 


(xix) failure
to have the Registration Statement (as defined in the Registration Rights Agreement) declared effective and remain effective in
accordance with the terms of the Securities Purchase Agreement,


 


(xx) failure
to have a duly constituted meeting of the Company’s stockholders take place at which the stockholders have approved the
Company’s  contemplated business combination as initially reported in the Company’s Current Report on Form 8-K
filed with the Commission on July 23, 2019 (the “Business Combination”), within thirty (30) days of the deposit
of the proceeds from the purchase and sale of the Preferred Shares in escrow pursuant to the terms of the Western Alliance Bank
Escrow Agreement (as defined in the Securities Purchase Agreement) and the Securities Purchase Agreement;


 


(xxi) failure
to complete the Business Combination within three (3) days after the Escrow Funds (as defined in the Western Alliance Bank Escrow
Agreement) have been released under the Western Alliance Bank Escrow Agreement; or


 


(xxii) [Reserved].


 









    		- 9 -	 



     


    

 


(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 facsimile or electronic mail and overnight courier
(with next day delivery specified) (a “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, a “Triggering Event Redemption Right Period”) on the
twentieth (20th) Trading Day after the later of (x) the date such Triggering Event is cured 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, if curable, 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 purchase price of the Preferred Shares as set
forth in the Securities Purchase Agreement (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 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. To be free from doubt, the original issue discount with respect to the purchase price of the Preferred
Shares, as described in the Securities Purchase Agreement and the Make Whole Amount (collectively, the “Trigger Event
Conversion Shares”) shall not be redeemed in accordance with this Section 5(b) but may be converted by such Holder into
Common Stock pursuant to the terms of this Certificate of Designations.


 


(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.


 






    		- 10 -	 



     


    

 


6. Rights
Upon Fundamental Transactions.


 


(a) Assumption.
The Company shall use its commercially reasonable efforts to not enter into or be party to a Fundamental Transaction unless (i) the
Successor Entity 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 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(a) 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.


 


(b) 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 facsimile 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 twenty (20) Trading Days after (A) consummation
of such Change of Control or (B) the date of receipt of such Change of Control Notice, 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 product of the Change of Control Redemption Premium multiplied
by the Stated Value (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 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.


 






    		- 11 -	 



     


    

 


7. Rights
Upon Issuance of Purchase Rights, Dilutive Issuances, and Other Corporate Events. So long as any Preferred Shares are outstanding
and except with respect to an Exempt Issuance, if applicable:


 


(a) Purchase
Rights. 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) 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, that to the
extent that such Holder’s right to participate in any such Purchase Right would result in such Holder exceeding the Maximum
Percentage, then such Holder shall not be entitled to participate in such Purchase Right to such extent (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)
and such Purchase Right to such extent shall be held in abeyance for such Holder until such time or times, if ever, as its right
thereto would not result in such Holder exceeding the Maximum Percentage), at which time or times such Holder shall be granted
such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right
to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(b) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets
with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate
provision to insure that each Holder will thereafter have the right to receive upon a conversion of all the Preferred Shares held
by such Holder (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets
to which such Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been
held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions
on the convertibility of the Preferred Shares contained in this Certificate of Designations) or (ii) in lieu of the shares of
Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common
Stock in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive
had the Preferred Shares held by such Holder initially been issued with conversion rights for the form of such consideration (as
opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision
made pursuant the proceeding 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 contained in this Certificate of Designations.


 


(c) Dilutive
Issuance. The Company shall not issue shares of Common Stock or Common Stock Equivalents (including, without limitation, the
issuance of any shares of Common Stock or Common Stock Equivalents under the Securities Purchase Agreement) at a price lower than
the Conversion Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
following the sale of the Preferred Shares) (subject to adjustment in accordance with Section 7(a)) without the prior written
consent of the Required Holders. Subject to the foregoing, if the Company or any Subsidiary thereof, as applicable, at any time
while any of the Preferred Shares is outstanding or the Holders hold any shares of Common Stock, shall sell or grant any option
to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any
option to purchase or other disposition) any shares of Common Stock or Common Stock Equivalents, at an effective price per share
less than the Conversion Price then in effect (such lower price, the “Base Share Price” and such issuances
collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common
Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued
in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than
the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive
Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Conversion Price shall
be reduced and only reduced to equal the lower of (i) the Base Share Price and (ii) the lowest VWAP in the five (5) days immediately
following such Dilutive Issuance. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents
are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 7(c) in respect
of an Exempt Issuance (as defined in the Securities Purchase Agreement). The Company shall notify the Holder, in writing, no later
than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject
to this Section 5(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion
price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification,
whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any
Dilutive Issuance, each Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless
of whether such Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable
Rate Transaction (as defined in the Securities Purchase Agreement), despite the prohibition thereon in the Securities Purchase
Agreement, the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible
conversion or exercise price at which such securities may be converted or exercised.


 






    		- 12 -	 



     


    

 


8. Holder
Optional Redemption. In addition to the Holder’s redemption rights under Section 12, at any time on or after the three-month
anniversary of the completion of the Business Combination, the Holder shall have the right to redeem all, or any portion, of the
Preferred Shares then owned by the Holder (the “Holder Optional Redemption Amount”) on the Holder Optional
Redemption Date (each as defined below) (a “Holder Optional Redemption”). The Preferred Shares subject to redemption
pursuant to this Section 8 shall be redeemed by the Company in cash at a price (the “Holder Optional Redemption
Price”) equal to 100% of the purchase price of the Preferred Shares, as described in the Securities Purchase Agreement.
The Holder may exercise its right to require redemption under this Section 8 by delivering a written notice thereof by facsimile
or electronic mail and overnight courier to the Company (a “Holder Optional Redemption Notice” and the date
such notice is delivered, the “Holder Optional Redemption Notice Date”). The Holder Optional Redemption (the
“Holder Optional Redemption Date”) shall occur on the third (3rd) Trading Day following the Holder
Optional Redemption Notice Date. To be free from doubt, the original issue discount with respect to the purchase price of the
Preferred Shares, as described in the Securities Purchase Agreement and the Make Whole Amount shall not be redeemed in accordance
with this Section 8 but may be converted by such Holder into Common Stock pursuant to Section 4. At any time prior to the date
the Holder Optional Redemption Price is paid, in full, the Holder Optional Redemption Amount may be converted, in whole or in
part, by the Holder into shares of Common Stock pursuant to Section 4. Redemptions made pursuant to this Section 8 shall be made
in accordance with Section 12.


 


9. Company
Optional Redemption. [Reserved].


 


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. 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).


 






    		- 13 -	 



     


    

 


11. Authorized
Shares.


 


(a) Reservation.
So long as any of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve and keep available
out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, a
number of shares of Common Stock, as of any date of determination, for each of the Preferred Shares in accordance with the following
formula:


 


P

______________ x 2.5 = Share Reserve


 


(T
x B)


 


P
=  The aggregate Purchase Price (as defined the Securities Purchase Agreement) of the Preferred Shares issued on or prior
to such date of determination;


 


T
=  The applicable Conversion Base Price as of such date of determination;


 


B
=  0.75;


 


Provided,
that the Share Reserve shall in no event be less than 250% of the number of shares of Common Stock as shall from time to time
be necessary to effect the conversion of all of the Preferred Shares then outstanding (without regard to any limitations on conversions)
(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, 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. 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 reasonable best efforts to solicit its stockholders’ approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that
they approve such proposal. In 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 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, 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.


 






    		- 14 -	 



     


    

 


12. Redemptions.
Provided, that a Redemption under this Section 12 may be effected in a manner that is not inconsistent with the Company’s
obligations under the rules or regulations of the Principal Market, or would otherwise cause the Company not to satisfy the Initial
Listing Obligations of the Principal Market:


 


(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 accompanied by the applicable number of Trigger Event Conversion Shares 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. If a Holder has submitted a Maturity Redemption Notice in accordance with
Section 13, the Company shall deliver the applicable Maturity Redemption Price to such Holder in cash on the applicable Maturity
Redemption Date. The Company shall deliver the applicable Holder Optional Redemption Price to each Holder in cash on the applicable
Holder Optional Redemption Date. 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 Certificate (in accordance with Section 20) 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 (except if 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, 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 Conversion Price as in effect on the date on which the applicable Redemption Notice is voided
(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.
To be free from doubt, if a redemption under this Section 12 may not be undertaken without causing the Company to violate an Initial
Listing Standard or other applicable rule or regulation of the Principal Market, then in any such event, the Company shall be
obligated to redeem Holder’s shares of Preferred Stock in accordance with Section 5(c) hereof.


 


(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
facsimile or 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 three (3) Business Days prior to the Company’s receipt
of the initial Redemption Notice and ending on and including the date which is three (3) Business Days after the Company’s
receipt of the initial Redemption Notice and the Company is unable to redeem all principal, interest and other amounts designated
in such initial Redemption Notice and such other Redemption Notices received during such seven (7) Business Day period, then the
Company shall redeem a pro rata amount from each Holder based on the principal amount of the Preferred Shares submitted for redemption
pursuant to such Redemption Notices received by the Company during such seven (7) Business Day period.


 






    		- 15 -	 



     


    

 


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 “Mandatory Redemption Date”), which date shall be no earlier than ten (10) Business Days following
the date of delivery of such Mandatory 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.


 


15. Covenants.


 


(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 Debt) and shall not modify the terms of any
Permitted Debt.


 


(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 Lien upon or in any property or assets (including accounts and contract rights) owned by the Company or
any of its Subsidiaries other than Permitted Liens.


 


(c) Restricted
Payments. 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 than any amounts payable 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 if at the time such payment 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 Asset Transfers. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
enter into any Asset Transfer with respect to any assets or rights of the Company or any Subsidiary owned or hereafter acquired
to any Person(s) (including, without limitation, to any foreign Subsidiary), other than (i) Asset Transfers in the ordinary course
of business consistent with its past practice and (ii) sales of inventory and product in the ordinary course of business.


 


(e) 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.


 


(f) 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 each of its Subsidiaries on the Subscription Date or any business substantially
related or incidental thereto. 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.


 


(g) 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.


 


(h) 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.


 






    		- 16 -	 



     


    

 


(i) 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.


 


(j) Maintenance
of Insurance. The Company shall 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 is required by any governmental authority having jurisdiction with respect thereto or
as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.


 


(k) 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 Subsidiary or Affiliate, except
in the ordinary course of business in a manner and to an extent 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 obtainable in a comparable arm’s length transaction with a Person that is not a Subsidiary or Affiliate thereof.


 


(l) Restricted
Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Holders of sixty-five percent
(65%) in aggregate principal amount of the Preferred Shares then outstanding, (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.


 


(m) Business
Combination. The Company shall not amend or otherwise modify the terms of the Business Combination.


 


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 greater of (i) 200% of Stated Value or (ii) the amount the
Holder would receive if such Holder converted such Preferred Shares into Common Stock immediately prior to the date of such payment,
including accrued and unpaid dividends; 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.


 


17. Distribution
of Assets. 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) 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, that to the extent that such Holder’s right to participate in any such Distribution would result in such
Holder exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution to such extent
(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) and the portion of such Distribution shall be held in abeyance for such Holder until such time or times
as its right thereto would not result in such Holder exceeding the Maximum Percentage, at which time or times, if any, such Holder
shall be granted such rights (and any rights under this Section 17 on such initial rights or on any subsequent such rights
to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 






    		- 17 -	 



     


    

 


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, 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 shares that has a preference over or is on a
parity with the Preferred Shares with respect to dividends or the distribution of assets on the liquidation, dissolution or winding
up of the Company; (d) purchase, repurchase or redeem any shares of capital stock of the Company junior in rank to the Preferred
Shares (other than pursuant to equity incentive agreements (that have in good faith been approved by the Board) with employees
giving the Company the right to repurchase shares upon the termination of services); (e) without limiting any provision of Section 2,
pay dividends or make any other distribution on any shares of any capital stock of the Company junior in rank to the Preferred
Shares; (f) issue any Preferred Shares other than pursuant to the Securities Purchase Agreement; or (g) without limiting any provision
of Section 9, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares.


 


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


 


20. Reissuance
of Preferred Certificates.


 


(a) Transfer.
If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate
to the 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)), 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. Such Holder and any assignee, by acceptance of the Preferred Share Certificate, acknowledge
and agree that, by reason of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred
Shares, the outstanding number of Preferred Shares represented by the Preferred Shares may be less than the number of Preferred
Shares stated on the face of the Preferred Shares.


 


(b) Lost,
Stolen or Mutilated Preferred Share Certificate. Upon receipt by the 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 Exchangeable for Different Denominations. 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) (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 will represent such portion of such
outstanding number of Preferred Shares from the original Preferred Share Certificate as is designated by such Holder at the time
of such surrender.


 






    		- 18 -	 



     


    

 


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


 


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. 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). 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 an injunction restraining any such breach or any such threatened
breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall
provide all information and documentation to a Holder that is reasonably requested by such Holder to enable such Holder to confirm
the Company’s compliance with the terms and conditions of this Certificate of Designations.


 


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, reasonable attorneys’ fees and disbursements.


 


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 Closing 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 the Company or 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).


 






    		- 19 -	 



     


    

 


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, 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 facsimile or 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 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.


 


(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) 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, (iii) 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 (iv) 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).


 






    		- 20 -	 



     


    

 


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 9(f) 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, that, in each case, such information shall be made known to the public prior to or
in conjunction with such notice being provided to such Holder.


 


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


 


(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 a certified check drawn
on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to
the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement); provided, that such Holder may elect to receive a payment of cash via wire
transfer of immediately available funds by providing the Company with prior written notice setting out such request and such Holder’s
wire transfer instructions. Whenever any amount expressed to be due by the terms of this Certificate of Designations is due on
any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount
due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the
Company in an amount equal to interest on such amount at the rate of nine percent (9%) 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, 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 shall limit, or shall be deemed or construed to limit, any provision of Section 25. 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.


 






    		- 21 -	 



     


    

 


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), 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).


 


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.


 






    		- 22 -	 



     


    

 


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.
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. Capitalized terms not otherwise defined below or elsewhere in this Certificate of Designations shall have the
respective meanings ascribed to them in the Securities Purchase Agreement. For purposes of this Certificate of Designations, the
following terms shall the following meanings:


 


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


 


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


 


(c) “Asset
Transfer” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, conveyance, transfer, assignment
or other disposition to, or any exchange of property (other than cash) with, any Person of, or any other transaction permitting
any Person to acquire, in one transaction or a series of transactions, any interest in, all or any part of a business or any property
of any kind (other than cash) including a spin-off, split-off, sale, factoring at maturity, collection of or other disposal, with
or without recourse, of any notes or accounts receivable.


 


(d) “Bloomberg”
means Bloomberg, L.P.


 


(e) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required by law to remain closed.


 


(f) “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 shares of 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, such 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, or (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.


 


(g) “Change
of Control Redemption Premium” means 0.00%.


 


(h) “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 sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). 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.


 






    		- 23 -	 



     


    

 


(i) “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.


 


(j) “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.


 


(k) “Current
Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of
the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part
of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.


 


(l) “Customary
Permitted Liens” means all of the following:


 


(i) Liens
securing the payment of taxes, assessments or other charges or levies imposed by any Governmental Authority which are either not
yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and with
respect to which adequate reserves have been set aside on its books;


 


(ii)
 non-consensual statutory Liens (other than Liens securing the payment of taxes) arising
in the ordinary course of business to the extent (A) such Liens secure Indebtedness that is not overdue for a period of more than
30 days or (B) such Liens secure Indebtedness relating to claims or liabilities that are fully insured and being defended at the
sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently
pursued, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate
reserves have been set aside on its books;


 


(iii) zoning,
building and land use restrictions, easements, servitudes, encumbrances, licenses, covenants and other restrictions affecting
the use of real property or minor defects or irregularities in title thereto that do not interfere in any material respect with
the use of such real property or the ordinary conduct of the business of the Company and its Subsidiaries as presently conducted
thereon or materially impair the value of the real property that may be subject thereto;


 


(iv) pledges
and deposits of cash in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of social security benefits consistent with current practices as in effect on the date hereof;


 


(v) undetermined
or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed
or registered in accordance with applicable Law or of which written notice has not been duly given in accordance with applicable
Regulation or which although filed or registered, relate to obligations not due or delinquent, including without limitation statutory
Liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security
legislation;


 


(vi) Liens
or deposits to secure the performance of bids, tenders, expropriation proceedings, trade contracts, leases, statutory obligations,
surety and performance bonds and other obligations of a like nature (other than for borrowed money), and deposits to secure equipment
contracts, in each case incurred in the ordinary course of business;


 






    		- 24 -	 



     


    

 


(vii) appeal
bonds;


 


(viii) landlord
Liens for rent not yet due and payable;


 


(ix) Liens
arising from operating leases and the precautionary UCC financing statement filings in respect thereof;


 


(x) judgments
and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default; provided,
that (A) such Liens are being contested in good faith and by appropriate proceedings diligently pursued, (B) adequate reserves
or other appropriate provision, if any, as are required by GAAP have been made therefor and (C) a stay of enforcement of any such
Liens is in effect; and


 


(xi) customary
rights of set-off or combination of accounts in favor of a financial institution with respect to deposits maintained by it.


 


(m) “Derivative”
means (a) any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging
agreement or other similar agreement or arrangement, (b) any foreign exchange contract, currency swap agreement, futures contract,
option contract, synthetic cap or other similar agreement or arrangement, (d) any futures or forward contract, spot transaction,
commodity swap, purchase or option agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any
credit default or total return swap, and (e) any other derivative instrument, any other similar speculative transaction and any
other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable,
including interest rates, currency values, insurance, catastrophic losses, climatic or geological conditions or the price or value
of any other derivative instrument. For the purposes of this definition, “derivative instrument” means “any
derivative instrument” as defined in Statement of Financial Accounting Standards No. 133 (Accounting for Derivative Instruments
and Hedging Activities) of the United States Financial Accounting Standards Board, and any defined with a term similar effect
in any successor statement or any supplement to, or replacement of, any such statement.


 


(n) “Dividend
Rate” means ten percent (10.0%) per annum, as may be adjusted from time to time in accordance with Section 3.


 


(o) “Eligible
Market” means The New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market or
the Principal Market.


 






    		- 25 -	 



     


    

 


(p) “Equity
Conditions” means, with respect to a given date of determination: (i) 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 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, and all cure periods afforded by such Eligible
Market have passed (as applicable); (ii) 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 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;
(iii) 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);
(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 (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); (v) 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; (vi) the Holder shall not be in possession of any material, non-public information provided to any
of them by the Company, any of its Subsidiaries, Affiliates or any of their respective staff members (whether classified as employees
or independent contractors), officers, directors, managers, managing members, representatives, agents or the like; (vii) 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; (viii) [reserved]; (ix) 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 the Preferred Shares 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; (x) 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; and (xi) the shares of Common Stock issuable pursuant the event requiring
the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible
Market.


 


(q) “Equity
Conditions Failure” means, as of any given date of determination, that on any day during the period commencing twenty
(20) Trading Days prior to such date of determination, the Equity Conditions have not been satisfied (or waived in writing by
the applicable Holder).


 


(r) “Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors
or independent contractors of the Company; provided, that such issuance is approved by a majority of the board of directors
of the Company; and provided, further that such issuance shall not exceed in the aggregate 15% of the outstanding
shares of Common Stock without the prior approval of the Purchaser, (b) shares of Common Stock, warrants or options to advisors
or independent contractors of the Company for compensatory purposes, (c) Securities issued upon the exercise or exchange of or
conversion of any Notes issued hereunder, any shares of Series A Preferred Stock, issued hereunder and/or other securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof; provided, that
such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities, (d) securities issuable pursuant to any contractual anti-dilution
obligations of the Company in effect as of the date hereof; provided, that such obligations have not been materially amended
since the date of hereof, and (e) securities issued pursuant to acquisitions or any other strategic transactions, including,
without limitation, the Business Combination, approved by a majority of the disinterested members of the Board of Directors provided,
that any such issuance shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities.


 


(s) “Fundamental
Transaction” means that (i) the Company, directly or indirectly, in one or more related transactions effects any merger
or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or more than 10% of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
Securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of the outstanding Common Stock,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other Securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than fifty percent (50%) of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination).


 






    		- 26 -	 



     


    

 


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


 


(u) “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.


 


(v) “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.


 


(w) “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.


 


(x) “Make-Whole
Amount” means as of any given date, the amount of any Dividend that, but for any conversion hereunder on such given
date, would have accrued with respect to the Conversion Amount being redeemed hereunder at the Dividend Rate then in effect for
the period from such given date through the first anniversary of the Subscription Date.


 


(y) “Mandatory
Conversion” shall have the meaning ascribed to such term in Section 4(e).


 


(z) “Mandatory
Conversion Conditions” shall have the meaning ascribed to such term in Section 4(e).


 


(aa) “Mandatory
Conversion Date” shall have the meaning ascribed to such term in Section 4(e).


 


(bb) “Mandatory
Conversion Measuring Time” shall have the meaning ascribed to such term in Section 4(e).


 


(cc) “Mandatory
Conversion Minimum Price” shall have the meaning ascribed to such term in Section 4(e). 


 


(dd) “Mandatory
Conversion Notice” shall have the meaning ascribed to such term in Section 4(e).


 


(ee) “Mandatory
Conversion Notice Date” shall have the meaning ascribed to such term in Section 4(e).


 


(ff) “Maturity
Date” shall mean June 11, 2021.


 


(gg) “New
Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date, directly
or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person
or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing,
collectively, “New Subsidiaries.”


 


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


 


(ii) “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 Change of Control.


 






    		- 27 -	 



     


    

 


(jj) “Permitted
Debt” means all of the following: (i) Indebtedness owing to any Secured Party and unsecured and subordinated Indebtedness
as otherwise permitted under any Transaction Document; (ii) unsecured intercompany Indebtedness between the Company and its Subsidiaries
in the ordinary course of business; (iii) unsecured Indebtedness of the Company or any of its Subsidiaries to trade creditors
(including overdue amounts on invoices) incurred on customary terms in the ordinary course of business; (v) existing Indebtedness
existing on the First Closing Date and disclosed on the Disclosure Schedule (provided, that no such Indebtedness may be
re-borrowed if repaid or otherwise modified or increased, no additional Lien may be granted on such Indebtedness, no document
with respect to such Indebtedness may be modified without the consent of the Holder, all Indebtedness to Kingsbrook shall be covered
by and subject to the Collateral Agency Agreement and all Indebtedness to holders of secured or unsecured debt that purport to
be party to a Subordination and Intercreditor Agreement shall be covered by such Subordination and Intercreditor Agreement); (vi)
Indebtedness of the Company or any Subsidiary under Capital Leases for equipment or Indebtedness of the Company or any Subsidiary
secured by a Purchase Money Lien, which Indebtedness shall not at any time exceed $50,000 in the aggregate for the Company and
its Subsidiaries; (vii) Indebtedness of the Company or any of its Subsidiaries under leases for facilities that are treated as
Capital Leases under GAAP; and (ix) any other Indebtedness incurred with the prior written consent of the Holder..


 


(kk) “Permitted
Liens” means (i) the security interests of the Secured Parties as provided for in any Transaction Document; (ii) Customary
Permitted Liens; (iii) Purchase Money Liens granted to or held by Purchase Money Lien lenders in connection with the purchase,
leasing or acquisition of capital equipment in the ordinary course of business and without resulting in a contravention of any
applicable provisions of this Agreement; (iv) Liens on assets of the Company and its Subsidiaries existing on the First Closing
Date and disclosed in the Disclosure Certificate, provided, that such Liens shall secure only those obligations that they
secure on the Closing Date and extension, renewals and replacements thereof permitted hereunder; (v) Liens on assets of the Target
and its Subsidiaries by Kingsbrook existing on the First Closing Date and disclosed in the Disclosure Certificate, provided,
that such Liens shall secure only those obligations that they secure on the Closing Date; are subject to the terms of the
Collateral Agency Agreement (as such term is defined in the Purchase Agreement) and extension, renewals and replacements thereof
permitted under the Collateral Agency Agreement; and (vi) any other Lien granted with the prior written consent of the Holder.


 


(ll) “Permitted
Senior Indebtedness” means the Indebtedness set forth in the Disclosure Schedules to the Securities Purchase Agreement.


 


(mm) “Person”
means an individual, partnership, corporation, incorporated or unincorporated association, limited liability company, limited
liability partnership, joint stock company, land trust, business trust or unincorporated organization, or a government or agency,
department or other subdivision thereof or other entity of any kind.


 


(nn) [Reserved]..


 


(oo) “Principal
Market” means the NASDAQ Capital Market.


 


(pp) “Purchase
Money Lien” means any Lien securing Indebtedness (i) 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 (ii) existing on such equipment at the time of its acquisition, in each case provided,
that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment.


 


(qq)
“Redemption Notices” means, collectively, the Triggering Events Redemption Notices, the Maturity Redemption
Notice, and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”


 


(rr) “Redemption
Premium” means 0.00%.


 






    		- 28 -	 



     


    

 


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


 


(tt)
“Required Minimum Securities Amount” means 1,578,283 shares of Common Stock as of the Subscription
Date.


 


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


 


(vv)
“Securities Purchase Agreement” means that certain securities purchase agreement by and among the Company
and the purchasers signatory thereto, dated as of June 12, 2020, as may be amended from time in accordance with the terms
thereof.


 


(ww)
“Stated Value” of each Preferred Share shall equal the result of (the purchase price of the Preferred Shares, plus original
issue discount and Make-Whole Amount) divided by (the purchase price of the Preferred Shares plus original issue discount, divided
by the Conversion Price), which such formula equals $5.867 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.


 


(xx) “Subscription
Date” means June 12, 2020.


 


(yy)
“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New
Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”


 


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


 


(aaa)
“Trading Day” means a day on which the Principal Market for the
Common Stock is open for trading.


 


(bbb)
“Voting Stock” means capital stock of any Person (i) having ordinary
power to vote in the election of any member of the board of directors or any manager, trustee or other controlling persons of
such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such entity shall have or
might have voting power by reason of the happening of any contingency) and (ii) any Capital Stock of such Person convertible
or exchangeable without restriction at the option of the holder thereof into capital stock of such Person described in clause
(i) of this definition.


 


(ccc)
“VWAP” means, for or as of any date for any security, the dollar volume-weighted average price for such
security on the Trading Market (or, if the Trading 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
9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP”
function (set to weighted average) 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
9:30:01 a.m., New York time, and ending at 4:00:00 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
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). 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 Holder. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination, recapitalization or other similar transaction during such period.


 


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 within four (4) Business Days after any such receipt or
delivery publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that
the 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 such Holder contemporaneously with delivery of such notice, and in the absence of any such indication,
such Holder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information
relating to the 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 4(i) of the Securities Purchase Agreement.


 


*
* * * *


 






    		- 29 -	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Certificate of Designations of Series A Convertible Preferred Stock of KBL Merger
Corp. IV to be signed by its Chief Executive Officer on this 12th day of June, 2020.


 


	 	KBL
    Merger Corp. IV
	 	 	 
	 	By:	/s/
    Marlene Krauss
	 	 	Name: 	Marlene
    Krauss
	 	 	Title:	CEO


 






    		- 30 -	 



     


    

 


EXHIBIT
I


 


KBL
Merger Corp. IV


 


CONVERSION
NOTICE


 


Reference
is made to the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of KBL Merger Corp.
IV (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations,
the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, $0.0001 par value per share
(the “Preferred Shares”), of KBL Merger Corp. IV, a Delaware corporation (the “Company”),
indicated below into shares of common stock, $0.0001 par 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:	 


 


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


  


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



 


	Issue to:	 
	 	 
	 	 
	 	 
	 	 


 


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



 


	DTC Participant:	 
	 	 
	DTC Number:	 
	 	 
	Account Number:	 




 


	Date:
    _____________ __,	 
	Name
    of Registered Holder	 


  


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Tax ID: 	 	 
	 	 	 	 
	 	Facsimile:  	 	 
	 	 	 	 
	E-mail Address:	 




 



    		- 31 -	 



     


    

 


EXHIBIT
II


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Conversion Notice and hereby directs _________________ to issue the above indicated number of
shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 202__ from the Company and acknowledged
and agreed to by ________________________.


 


	 	[________________________]
	 	 
	 	By:	                                               
	 	 	Name:
	 	 	Title:




 


 





		- 32 -