Form 8-K/A

8-K/A — La Rosa Holdings Corp.

Accession: 0001213900-26-062807

Filed: 2026-05-29

Period: 2026-05-27

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0292539-8ka1_larosa.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES D CONVERTIBLE PREFERRED STOCK OF THE COMPANY (ea029253901ex3-1.htm)

EX-3.2 — CERTIFICATE OF CORRECTION OF THE CERTIFICATE OF DESIGNATION OF SERIES D PREFERRED STOCK, FILED MAY 27, 2026 (ea029253901ex3-2.htm)

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GRAPHIC (ea029253901_ex3-2img1.jpg)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0292539-8ka1_larosa.htm · Sequence: 1

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2026-05-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 27, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (321) 250-1799

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

LRHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this "Amendment") is being filed as a supplement to the Current Report on Form 8-K filed by La Rosa Holdings Corp., a Nevada corporation (the "Company"), on May 27, 2026 (the "Original Report"). The Original Report was filed to report, among other things, the filing by the Company of a Certificate of Designation of Preferences, Rights, and Limitations of Series D Preferred Stock (the "Series D Certificate of Designation") with the Secretary of the State of Nevada (the "Nevada Secretary of State"). This Amendment amends the Original Report solely to: (i) replace exhibit 3.1 to the Original Report with the Series D Certificate of Designation filed herewith, which includes the Nevada Secretary of State's filing confirmation stamp, (ii) update the disclosure regarding the Series Certificate of Designation in Item 5.03 of the Original Report as set forth below, (iii) disclose hereby that the Company subsequently filed with the Nevada Secretary of State a Certificate Correction with respect to the Series D Certificate of Designation in order to correct an error in the original Series D Certificate of Designation filed with the Nevada Secretary of State, and (iv) add that Certificate of Correction to the Item 9.01 of the Original Report by filing the same herewith as Exhibit 3.2.

Item 5.03. Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 27, 2026, the

Company filed with the Nevada Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate

of Designation of Series D Preferred Stock to correct an inadvertent error in the authorized number of shares of Series D Convertible

Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), that the Company is authorized to issue by

modifying Section 1 of the Certificate of Designation of Series D Preferred Stock to correctly state that the number of authorized shares

of Series D Preferred Stock is 500 shares instead of 250 shares. The Company also corrected references to the Securities Purchase Agreement

and Subscription Date in the Certificate of Designation as having effective dates of May 27, 2026 rather than May 26, 2026.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference

to the Certificate of Correction, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K/A and is incorporated herein

by reference.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Designation of Series D Convertible Preferred Stock of the Company

3.2

Certificate of Correction of the Certificate of Designation of Series D Preferred Stock, filed May 27, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 29, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES D CONVERTIBLE PREFERRED STOCK OF THE COMPANY

EX-3.1

Filename: ea029253901ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF DESIGNATION OF

RIGHTS AND PREFERENCES OF

SERIES D CONVERTIBLE PREFERRED STOCK OF

LA ROSA HOLDINGS CORP.

I, Joseph La Rosa,

hereby certify that I am the Chief Executive Officer of La Rosa Holdings Corp. (the “Company”), a corporation organized

and existing under the Nevada Revised Statutes (“NRS”), 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

Articles of Incorporation, as amended (the “Certificate of Incorporation”), the Board on May 26, 2026 adopted the following

resolution determining it desirable and in the best interests of the Company and its stockholders for the Company to create a series of

five hundred (500) shares of preferred stock designated as “Series D Convertible Preferred Stock”, none of which shares

have been issued, to be issued pursuant to the Securities Purchase Agreement (as defined in below), in accordance with the terms of the

Securities Purchase Agreement:

RESOLVED, that

pursuant to the authority vested in the Board, in accordance with the provisions of the Certificate of Incorporation, a series of preferred

stock, par value $0.0001 per share, of the Company be and hereby is created pursuant to this certificate of designation (this “Certificate

of Designation”), and that the designation and number of shares established pursuant hereto and the powers, preferences and

relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof

are as follows:

TERMS OF SERIES D 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 D Convertible Preferred Stock” (the “Series D Convertible Preferred Stock”). The authorized

number of shares of Series D Convertible Preferred Stock (the “Preferred Shares”) shall be two hundred and fifty

(250) shares. Each Preferred Share shall have a par value of $0.0001 per share. Capitalized terms not defined herein shall have the

meaning as set forth in Section 31 below.

2. Ranking.

Except to the extent that each record holder (each, a “Holder”, and collectively, the

“Holders”) of Preferred Shares expressly consent to the creation of Parity Stock (as defined below) or Senior

Preferred Stock (as defined below) in accordance with Section 16, all

shares of capital stock of the Company shall be junior in rank to all Preferred Shares with respect to the preferences as to

distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred to herein

collectively as “Junior Stock”). For the avoidance of doubt, the Preferred Shares will, with respect to rights on

liquidation, winding-up and dissolution, rank (A) junior to the Senior Preferred Stock, (B) on parity with the Parity Stock and (C)

senior to the 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 Designation, without

the prior express consent of the Holder, 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 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 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 second anniversary of the first day of issuance of any Preferred Shares (the “Initial Issuance 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. [Reserved].

4. Conversion.

At any time after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock (the “Conversion Shares”), on the terms and conditions set forth in this Section 4.

(a) Holder’s

Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Initial

Issuance Date, each Holder shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly

issued, fully paid and non-assessable Conversion Shares 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 Company’s transfer agent (the “Transfer Agent”)) that

may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Preferred Shares.

(b) Conversion

Rate. Except as otherwise provided herein, the number of Conversion Shares issuable upon conversion of any Preferred Share pursuant

to this Section 4 shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y)

the Conversion Price (the “Conversion Rate”).

(i) For

purposes of this Certificate of Designation, the term “Conversion Amount” means, with respect to each Preferred Share,

as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) any other amounts owed to such Holder

pursuant to this Certificate of Designation or any other Transaction Documents.

(ii) For

purposes of this Certificate of Designation, the term “Conversion Price” means, with respect to each Preferred Share,

as of any Conversion Date or other date of determination, $1.58, subject to adjustment as provided herein.

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

(i) Optional

Conversion. To convert one or more Preferred Shares into Conversion Shares on any date (a “Conversion Date”),

a Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such

date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit

I (the “Conversion Notice”) to the Company. If required by Section 4(c)(ii), within two (2) Trading Days

following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight

delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the

“Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the

Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first

(1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an

acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144

or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such

Conversion Notice to such Holder and the Company’s transfer agent (the “Transfer Agent”), which

confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms

set forth herein. On or before the first (1st) Trading Day following each date on which the Company has received a

Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the

settlement of a trade initiated on the applicable Conversion Date of such Conversion Shares 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 (“FAST”)

and such shares of Common Stock (i) (A) may then be sold by the applicable Holder pursuant to an available and effective

registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of

Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance

of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such Holder pursuant

to Rule 144 of the 1933 Act, as applicable (the “Resale Eligibility Conditions”), credit such aggregate number of

Conversion Shares to which such Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s

balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in

FAST or the Resale Eligibility Conditions are not satisfied, upon the request of such Holder, issue and deliver (via reputable

overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or

its designee, for the number of Conversion Shares 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)(ii) is

greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later

than two (2) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and mail to such Holder

(or its designee) by overnight courier service a new Preferred Share Certificate or a new Book-Entry (in either case, in accordance

with Section 18(d)) representing the number of Preferred Shares not converted. The Person or Persons

entitled to receive the Conversion Shares issuable upon a conversion of Preferred Shares shall be treated for all purposes as the

record holder or holders of such Conversion Shares on the Conversion Date. Notwithstanding the foregoing, if a Holder delivers a

Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to

convert such Preferred Shares pursuant to such Conversion Notice, the Share Delivery Deadline with respect to any such Conversion

Notice shall be the later of (x) the date of issuance of such Preferred Shares and (y) the first (1st) Trading Day after the date of

such Conversion Notice. Notwithstanding anything to the contrary contained in this Certificate of Designation.

(ii) Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share

Delivery Deadline, if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to

issue and deliver to such Holder (or its designee) a certificate for the number of Conversion Shares to which such Holder is

entitled and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in

FAST and the Resale Eligibility Conditions are satisfied, to credit such Holder’s or its designee’s balance account with

DTC for such number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion of any Conversion

Amount (as the case may be) and the Company fails to promptly (x) notify such Holder and (y) deliver the shares of Common Stock

electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which such Holder is

entitled pursuant to such conversion to such Holder’s or its designee’s balance account with DTC through its

Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (I) above, a “Conversion

Failure”), and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan

or otherwise) shares of Common Stock corresponding to all or any portion of the number of Conversion Shares issuable upon such

conversion that such Holder is entitled to receive from the Company and has not received from the Company in connection with such

Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to such Holder, the Company

shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I)

pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan

costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any

other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s

obligation to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such

Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled

upon such Holder’s conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II)

promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such Conversion

Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of

Conversion Shares 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) (each, a

“Buy-In Payment Amount”). In addition to the foregoing, if on or prior to the Share Delivery Deadline the

Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, the Company shall fail to issue

and deliver to such Holder (or its designee) a certificate and register such Conversion Shares on the Company’s share register

or, if the Transfer Agent is participating in the FAST and the Resale Eligibility Conditions are satisfied, the Transfer Agent shall

fail to credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of

Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant to the Company’s

obligation pursuant to clause (ii) below, then, in addition to all other remedies available to such Holder, (X) the Company shall

pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such Conversion Shares is not timely

effected an amount equal to 2% of the product of (A) the sum of the number of Conversion Shares not issued to such Holder on or

prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) any trading price of the Common Stock

selected by such Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending

on the applicable Share Delivery Deadline and (Y) such Holder, upon written notice to the Company, may void its Conversion Notice

with respect to, and retain or have returned, as the case may be, all, or any portion, of such Preferred Shares that has not been

converted pursuant to such Conversion Notice; provided that the voiding of 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 this Section 4(c)(ii)

or otherwise. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in

equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s

failure to timely deliver certificates representing Conversion Shares (or to electronically deliver such Conversion Shares) upon the

conversion of the Preferred Shares as required pursuant to the terms hereof.

(iii) Registration;

Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including

by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates

or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the

“Register”) for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated

Value of the Preferred Shares and whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in

Book-Entry form (the “Registered Preferred Shares”). The entries in the Register shall be conclusive and binding

for all purposes absent manifest error. The Company and each Holder of the Preferred Shares shall treat each Person whose name is

recorded in the Register as the owner of a Preferred Share for all purposes 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 18, provided that if the Company does not so record an assignment, transfer or sale

(as the case may be) of such Registered Preferred Shares within two (2) Business Days of such a request, then the Register shall be

automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the

contrary set forth in this Section 4, following conversion of any Preferred Shares in accordance with the

terms hereof, the applicable Holder shall not be required to physically surrender such Preferred Shares held in the form of a

Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable

Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as

contemplated by this Section 4(c)(ii)) 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 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 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, the

records of the Company 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 DESIGNATION RELATING TO THE SHARES OF

SERIES D CONVERTIBLE PREFERRED STOCK REPRESETED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(ii) THEREOF. THE

NUMBER OF SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES

D CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(ii) OF THE CERTIFICATE OF

DESIGNATION RELATING TO THE SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(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 Conversion Shares

issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of Conversion

Shares not in dispute and resolve such dispute in accordance with Section 23.

If a Conversion Notice delivered to the Company would result in a breach of Section 4(d)

below, and the applicable Holder does not elect in writing to withdraw, in whole, such Conversion Notice,

the Company shall hold such Conversion Notice in abeyance until such time as such Conversion Notice may be satisfied without violating

Section 4(d) below (with such calculations

thereunder made as of the date such Conversion Notice was initially delivered to the Company).

(d) Limitation on Beneficial Ownership.

(i) Beneficial

Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall

not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this

Certificate of Designation and any such conversion shall be null and void and treated as if never made, to the extent that after

giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in

excess of 9.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving

effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned

by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all

other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with

respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable

upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other

Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company

(including, without limitation, any convertible notes, convertible preferred stock or warrants, including the Preferred Shares)

beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the

limitation contained in this Section 4(d). For purposes of this Section 4(d),

beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For the avoidance of doubt, the

calculation of the Maximum Percentage shall take into account the concurrent exercise and/or conversion, as applicable, of the

unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and/or any other

Attribution Party, as applicable. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire

upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of

outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report

on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public

announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number

of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a

Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported

Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding

and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined

pursuant to this Section 4(d), to exceed the Maximum Percentage, such Holder must notify the Company of a

reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the

written or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic

mail to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common

Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Preferred

Shares, by such Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was

reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in

such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage

of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so

issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum

Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder

shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, any Holder may

from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such

notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such

notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)

day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Holder and the

other Attribution Parties and not to any other Holder that is not an Attribution Party of such Holder. For purposes of clarity, the

shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designation in excess of the Maximum

Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or

Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any

effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The

provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms

of this Section 4(d) to the extent necessary to correct this paragraph (or any portion of this paragraph)

which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)

or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in

this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

(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 Designation 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 without breaching the

Company’s obligations under the rules and regulations the listing rules of the Principal Market (the maximum number of shares

of Common Stock 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 obtains the approval of its stockholders as required by the

applicable rules and regulations of the Principal Market for issuances of shares of Common Stock in excess of such amount. Until

such approval is obtained, no Holder shall be issued in the aggregate, upon conversion of any Preferred Shares, shares of Common

Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by (ii) the quotient

of (1) the aggregate number of Preferred Shares issued to such Holder on the Initial Issuance Date, divided by (2) the aggregate

number of shares of Preferred Shares and Parity Stock outstanding as of the Initial Issuance Date (with respect to each Holder, the

“Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such

Holder’s Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation

with respect to such portion of such Preferred Shares so transferred, and the restrictions of the prior sentence shall apply to such

transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of a

Holder’s Preferred Shares, the difference (if any) between such Holder’s Exchange Cap Allocation and the number of shares of

Common Stock actually issued to such Holder upon such Holder’s conversion in full of such Preferred Shares shall be allocated,

to the remaining holders of Preferred Shares and Parity Stock on a pro rata basis in proportion to the shares of Common Stock

underlying the shares of preferred stock of the Company then held by each such holder of Preferred Shares and/or Parity Stock, as

applicable.

(e) Right of Alternate Conversion.

(i) General.

Subject to Section 4(d), at any time

and from time to time, such Holder may, at such Holder’s option, by delivery of a Conversion Notice to the Company (the date of

any such Conversion Notice, each an “Alternate Conversion Date”), convert all, or any number of Preferred Shares held

by such Holder into shares of Common Stock at the Alternate Conversion Price (each, an “Alternate Conversion”).

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any number of Preferred Shares held by

such Holder pursuant to Section 4(c) (with

“Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunder with respect to such Alternate

Conversion and with “the applicable Required Premium multiplied by the Conversion Amount” replacing “Conversion Amount”

in clause (x) of the definition of Conversion Rate in Section 4(b)

above with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant

to this Section 4(f)(ii) of this

Certificate of Designation that such Holder is electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything

to the contrary in this Section 4(f)(ii),

but subject to Section 4(d), until

the Company delivers to such Holder the shares of Common Stock to which such Holder is entitled pursuant to the applicable Alternate

Conversion of such Holder’s Preferred Shares, such Preferred Shares may be converted by such Holder into shares of Common Stock

pursuant to Section 4(c) without

regard to this Section 4(f)(ii).

In the event of an Alternate Conversion pursuant to this Section 4(f)(ii)

of all, or any portion, of any Preferred Shares of a Holder, 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 such Holder. Accordingly, any redemption premium due under this Section 4(f)(ii),

together the Alternate Conversion Price used in such Alternate Conversion, as applicable, 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.

5. Triggering Events.

(a) General.

Each of the following events shall constitute a “Triggering Event” and each of the events in clauses 5(a)(viii)

and 5(a)(ix) shall constitute a “Bankruptcy Triggering Event”:

(i) the

suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period

of five (5) consecutive Trading Days;

(ii) the

Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5)

Trading Days after the applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral, to any holder

of 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 Designation, other than pursuant to Section 4(d)

hereof;

(iii) [Reserved];

(iv) the

Company’s failure to pay to any Holder any amount when and as due under this Certificate of Designation, the Securities Purchase

Agreement or any other Transaction Documents or any other agreement, document, certificate or other instrument delivered in connection

with the transactions contemplated hereby and thereby (in each case, whether or not permitted pursuant to the NRS);

(v) the

Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the applicable Holder upon conversion

or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by such Holder under the

Transaction Documents as and when required by such Securities or the Securities Purchase Agreement, as applicable, unless otherwise then

prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) days;

(vi) [Reserved];

(vii) 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

sixty (60) days of their initiation;

(viii) 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;

(ix) 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 sixty (60) consecutive days;

(x) [Reserved];

(xi) 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

two (2) consecutive Trading Days;

(xii) a

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Triggering Event

has occurred;

(xiii) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13

of this Certificate of Designation;

(xiv) [Reserved];

(xv) any Material Adverse Effect occurs; or

(xvi) any

provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be

valid and binding on or enforceable against the Company, or the validity or enforceability thereof shall be contested, directly or indirectly,

by the Company or any Subsidiary, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having

jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof or the Company or any of its Subsidiaries

shall deny in writing that it has any liability or obligation purported to be created under one or more Transaction Documents.

(b) Notice

of a Triggering Event. Upon the occurrence of a Triggering Event with respect to the Preferred Shares, the Company shall within two

(2) Business Days deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified) (a “Triggering

Event Notice”) to each Holder.

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, the Company shall immediately redeem, in cash, each of the

Preferred Shares then outstanding at a redemption price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed

multiplied by (B) the Required Premium and (ii) the product of (X) the Conversion Rate (calculated using the lowest Alternate Conversion

Price during the period commencing on the 20th Trading Day immediately preceding such public announcement and ending on the date the

Company makes the entire redemption payment pursuant to this Section 5(b))

with respect to the Conversion Amount in effect immediately following the date of initial public announcement (or public filing of bankruptcy

documents, as applicable) of such Bankruptcy Triggering Event multiplied by (Y) the product of (1) the Required Premium multiplied by

(2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding

such Bankruptcy Triggering Event and ending on the date the Company makes the entire payment required to be made under this Section 5(b),

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 or any right to conversion (or Alternate Conversion), as applicable.

6. Rights Upon Fundamental Transactions.

(a) Assumption.

The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the

obligations of the Company under this Certificate of Designation and the other Transaction Documents pursuant to written agreements in

form and substance reasonably satisfactory to the Required Holders, including agreements to deliver to each Holder of Preferred Shares

a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of

Designation (including, the right to convert into equity securities of the Successor Entity) and (ii) the Successor Entity (including

its Parent Entity) is a publicly traded corporation whose common stock is 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 Designation 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 Designation and the other Transaction Documents with the same effect as if such Successor Entity had

been named as the Company herein and therein.

(b) Conversion

Right Upon Fundamental Transaction. Upon the consummation of any Fundamental Transaction, each Holder shall have the right, at its

sole option, to convert some or all of its Preferred Shares into the number of shares of Common Stock of the Successor Entity (or Parent

Entity), or the equivalent equity securities issued in such transaction, that such Holder would have been entitled to receive upon conversion

of such Preferred Shares immediately prior to the consummation of the Fundamental Transaction, subject to the terms and conditions of

this Certificate of Designation.

Mandatory Redemption or Cash Payment. Notwithstanding anything to the contrary herein, neither the Company nor the Successor Entity

shall be required to redeem, repurchase, or otherwise pay cash or other property to any Holder of Preferred Shares in connection with

any Fundamental Transaction or Change of Control, except pursuant to the conversion rights set forth in Section 6(b) or pursuant to Section

4. Any redemption or repurchase of Preferred Shares shall occur only at the sole option of the Company in accordance with Section 9.

(d) Successive

Fundamental Transactions. 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 of the Preferred Shares contained in this Certificate of Designation.

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

(a) Purchase

Rights. In addition to any adjustments pursuant to Section 8 and Section 15

below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants,

securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the

“Purchase Rights”), then each Holder will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common

Stock acquirable upon complete conversion of all the Preferred Shares (without taking into account any limitations or restrictions

on the convertibility of the Preferred Shares and assuming for such purpose that all the Preferred Shares were converted at the

Alternate Conversion Price as of the applicable record date) held by such Holder immediately prior to the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record

holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided, however, to

the extent that such Holder’s right to participate in any such Purchase Right would result in such Holder and the other

Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Purchase Right

to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a

result of such Purchase Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent

shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term

shall be extended by such number of days held in abeyance, if applicable) for the benefit of such Holder until such time or times,

if ever, as its right thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at

which time or times such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase

Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity

date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same

extent as if there had been no such limitation.

(b) Other

Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any

Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with

respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate

provision to ensure that each Holder will thereafter have the right, at such Holder’s option, to receive upon a conversion of

all the Preferred Shares held by such Holder (i) such securities or other assets (the “Corporate Event

Consideration”) to which such Holder would have been entitled with respect to such shares of Common Stock had such shares

of Common Stock been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations

or restrictions on the convertibility of the Preferred Shares set forth in this Certificate of Designation) 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 of an Alternate Conversion. Provision made pursuant the preceding sentence shall be in a form and substance reasonably

satisfactory to the Required Holders. The provisions of this Section 7 shall apply similarly and equally

to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of the

Preferred Shares set forth in this Certificate of Designation.

8. Rights Upon Issuance of Other Securities.

(a) Adjustment

of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Closing Date the Company grants, issues or sells

(or enters into any agreement to grant, issue or sell), or in accordance with this Section 8(a)

is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance

or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities granted, issued

or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Issuance Price”) less

than a price equal to the Conversion Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance

or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive

Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount

equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion

Price and the New Issuance Price under this Section 8(a)),

the following shall be applicable:

(i) Issuance

of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any

Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such

Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding

and to have been issued and sold by the Company at the time of the granting, issuance or sale of such Option for such price per

share. For purposes of this Section 8(a)(i),

the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option

or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any)

received or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such

Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of

such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one

share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such

Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or

otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other

Person) with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such

Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or

otherwise pursuant to the terms thereof plus the value of any other consideration (including, without limitation, consideration

consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit conferred on, the holder

of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon

the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise

pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of

such Convertible Securities.

(ii) Issuance

of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible

Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or

exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be

deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution

of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section

8(a)(ii), the “lowest price per share

for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to

the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable

by the Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as

applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to

the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable

(or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to

the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with

respect to any one share of Common Stock upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible

Security plus the value of any other consideration received or receivable (including, without limitation, any consideration consisting

of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the holder of such Convertible Security (or any other

Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such shares

of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if

any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price

has been or is to be made pursuant to other provisions of this Section 8(a),

except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

(iii) Change

in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,

if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities

are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional

changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 8(a)

below), the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the

Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or

decreased purchase price, additional consideration or increased or decreased conversion rate (as the case may be) at the time initially

granted, issued or sold. For purposes of this Section 8(a)(iii),

if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding

as of the Closing Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or

Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have

been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(a)

shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

(iv) Calculation

of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the

issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Required Holders, the

“Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary

Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated

transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either

(A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are

consummated under the same plan of financing), the aggregate consideration per share of Common Stock with respect to such Primary

Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or

Convertible Security, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or

conversion of the Primary Security and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the

“Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance

of doubt, if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such

Trading Day shall be the first Trading Day in such five Trading Day period and if any Preferred Shares are converted, on any given

Conversion Date during any such Adjustment Period, solely with respect to such Preferred Shares converted on such applicable

Conversion Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior

to such Conversion Date). If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where

such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for

such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately

preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the

non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration

therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is

attributable to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any

consideration other than cash or publicly traded securities will be determined jointly by the Company and the Required Holder. If

such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the

“Valuation Event“), the fair value of such consideration will be determined within five (5) Trading Days after

the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the

Company and the Required Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest

error and the fees and expenses of such appraiser shall be borne by the Company.

(v) Record

Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend

or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares

of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the

shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

(b) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 7

or Section 15, if

the Company at any time on or after the Closing Date subdivides (by any stock split, stock dividend, stock combination, recapitalization

or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion

Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 7

or Section 15, if

the Company at any time on or after the Closing Date combines (by any stock split, stock dividend, stock combination, recapitalization

or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion

Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section

8(a) shall become effective immediately

after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 8(a)

occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion

Price shall be adjusted appropriately to reflect such event.

Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 8(b),

if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities

(other than pursuant to a Permitted ATM) (any such securities, “Variable Price Securities”) after the Subscription

Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price

which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price,

but exclusive of such formulations reflecting share splits, share combinations, and share dividends (each of the formulations for such

variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof

via electronic mail and overnight courier to each Holder on the date of such agreement and/or the issuance of such shares of Common Stock,

Convertible Securities or Options, as applicable. From and after the date the Company enters into such agreement or issues any such Variable

Price Securities, each Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for

the Conversion Price upon conversion of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion of

Preferred Shares that solely for purposes of such conversion such Holder is relying on the Variable Price rather than the Conversion Price

then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of Preferred Shares shall not obligate

such Holder to rely on a Variable Price for any future conversions of Preferred Shares.

(d) Stock

Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split,

stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination

Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than

the Conversion Price then in effect (after giving effect to the adjustment in Section 8(b) above), then on

the tenth (10th) Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such tenth

(10th) Trading Day (after giving effect to the adjustment in Section 8(b) above) shall be reduced (but in

no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would

otherwise result in an increase in the Conversion Price hereunder, no adjustment shall be made.

(e) Other

Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly

applicable, or, if applicable, would not operate to protect any Holder from dilution or if any event occurs of the type contemplated

by the provisions of this Section 8 but not expressly provided for by such provisions (including,

without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the

Board shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of

such Holder, provided that no such adjustment pursuant to this Section 8(b)

will increase the Conversion Price as otherwise determined pursuant to this Section 8, provided further

that if such Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then

the Board and such Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make

such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall

be borne by the Company.

(f) Calculations.

All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th

of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by

or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(g) Voluntary

Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time any Preferred Shares

remain outstanding, with the prior written consent of the Required Holder, reduce the then current Conversion Price to any amount and

for any period of time deemed appropriate by the Board.

9. Redemption

at the Company’s Election. At any time, the Company shall have the right to redeem all, but not less than all, of the

Preferred Shares then outstanding (the “Company Optional Redemption Amount”) on the Company Optional Redemption

Date (each as defined below) (a “Company Optional Redemption”). The Preferred Shares subject to redemption

pursuant to this Section 9 shall be redeemed by the Company in cash at a price (the “Company

Optional Redemption Price”) equal to the greater of (i) the Conversion Amount being redeemed as of the Company Optional

Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the

Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the

period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day

immediately prior to the date the Company makes the entire payment required to be made under this Section 9.

The Company may exercise its right to require redemption under this Section 9 by delivering a written

notice thereof by electronic mail and overnight courier to all, but not less than all, of the Holders (the “Company

Optional Redemption Notice” and the date all of the Holders received such notice is referred to as the “Company

Optional Redemption Notice Date”). Such Company Optional Redemption Notice shall be irrevocable; provided that the Company

Optional Redemption Notice may be conditioned upon the consummation of a refinancing transaction or a Going Private Transaction. The

Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption shall occur (the

“Company Optional Redemption Date”) which date shall not be less than ten (10) Trading Days nor more than twenty

(20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate Conversion Amount of the

Preferred Shares which is being redeemed in such Company Optional Redemption from such Holder and all of the other Holders of the

Preferred Shares pursuant to this Section 9 on the Company Optional Redemption Date. The Company shall

deliver the applicable Company Optional Redemption Price to each Holder in cash on the applicable Company Optional Redemption Date.

Notwithstanding anything herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in

full, the Company Optional Redemption Amount may be converted, in whole or in part, by any Holder into shares of Common Stock

pursuant to Section 4. All Conversion Amounts converted by a Holder after the Company Optional Redemption

Notice Date shall reduce the Company Optional Redemption Amount of the Preferred Shares of such Holder required to be redeemed on

the Company Optional Redemption Date. In the event of the Company’s redemption of any of the Preferred Shares under this

Section 9, 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 9 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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional

Redemption if any Triggering Event has occurred and is continuing, but any Triggering Event shall have no effect upon any

Holder’s right to convert Preferred Shares in its discretion. Notwithstanding the foregoing, with respect to a Going Private

Transaction, the Company may effect a Company Optional Redemption under this Section 9, but with

“Change of Control Election Price” replacing “Company Optional Redemption Price” for all purposes in this

Section 9 in connection therewith.

10. Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, bylaws 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 Designation, and

will at all times in good faith carry out all the provisions of this Certificate of Designation and take all action as may be required

to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision of this Certificate

of Designation or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable

upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion

of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available

out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares,

the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares

then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary,

if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s

Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d)

hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation,

obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock.

11. Authorized Shares.

(a) Reservation.

So long as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of

Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions,

of all of the Preferred Shares then outstanding at the Floor Price then in effect (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. Notwithstanding the foregoing, a

Holder may allocate its Authorized Share Allocation to any other of the securities of the Company held by such Holder (or any of its

designees) by delivery of a written notice to the Company.

(b) Insufficient

Authorized Shares. If, notwithstanding Section 11(a)

and not in limitation thereof, at any time while any of the Preferred Shares remain outstanding the Company

does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance

upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized

Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares

of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares then outstanding.

Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share

Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting

of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting,

the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval

of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve

such proposal (or, if a majority of the voting power then in effect of the capital stock of the Company consents to such increase, in

lieu of such proxy statement, deliver to the stockholders of the Company an information statement that has been filed with (and either

approved by or not subject to comments from) the SEC with respect thereto). Notwithstanding the foregoing, if at any such time of an Authorized

Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common

Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining

such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. 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.

12. Voting

Rights. The holders of the Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a

separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting

of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided

in the Section 16 or as otherwise required by the NRS.

13. [Reserved].

14. 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 (A) 125% of the Conversion Amount of such Preferred Share on the date of such payment

and (B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior

to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders

of shares of Parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal

to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance

with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to

all holders of Preferred Shares and all holders of shares of Parity Stock. To the extent necessary, the Company shall cause such actions

to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to

be distributed to the Holders in accordance with this Section 14.

All the preferential amounts to be paid to the Holders under this Section 14

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 14 applies.

15. Distribution

of Assets. In addition to any adjustments pursuant to Section 7 and Section 8,

if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all

holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock

or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement

or other similar transaction) (the “Distributions”), then each Holder, as holders of Preferred Shares, will be entitled

to such Distributions as if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Preferred

Shares (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such

purpose that the Preferred Share was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to

the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common

Stock are to be determined for such Distributions (provided, however, that to the extent that such Holder’s right

to participate in any such Distribution would result in such Holder and the other Attribution Parties exceeding the Maximum Percentage,

then such Holder shall not be entitled to participate in such Distribution to such extent of the Maximum Percentage (and shall not be

entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent

of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of such Holder until such time or times

as its right thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time

or times, if any, such Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution

or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

16. Vote

to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written

consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without

first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required

Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its

Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred

stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided

for the benefit of the Preferred Shares hereunder, regardless of whether any such action shall be by means of amendment to the Certificate

of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of

shares of Series D Convertible Preferred Stock; (c) without limiting any provision of Section 2,

create or authorize (by reclassification or otherwise) any new class or series of Senior Preferred Stock

or Parity Stock; (d) purchase, repurchase or redeem any shares of Junior Stock (other than pursuant to the terms of the Company’s

equity incentive plans and options and other equity awards granted under such plans (that have in good faith been approved by the Board));

(e) without limiting any provision of Section 2,

pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any Preferred Shares other than as contemplated

hereby or pursuant to the Securities Purchase Agreement; or (g) without limiting any provision of Section 14, whether or not prohibited

by the terms of the Preferred Shares, circumvent a right of the Preferred Shares hereunder.

17. Transfer

of Preferred Shares. A Holder may offer, sell or transfer some or all of its Preferred Shares without the consent of the Company subject

only to the provisions of Section 2(g) of the Securities Purchase Agreement.

18. Reissuance of Preferred Share Certificates and Book Entries.

(a) Transfer.

If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate to the

Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company

will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 18(d))

(or evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred

Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new

Preferred Share Certificate (in accordance with Section 18(d)) to such Holder representing the outstanding

number of Preferred Shares not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such

Holder and any assignee, by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge

and agree that, by reason of the provisions of Section 4(c)(i) following conversion or redemption of any of

the Preferred Shares, the outstanding number of Preferred Shares represented by the Preferred Shares may be less than the number of Preferred

Shares stated on the face of the Preferred Shares.

(b) Lost,

Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company

of the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the

indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any

indemnification undertaking by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation,

upon surrender and cancellation of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new

Preferred Share Certificate (in accordance with Section 18(d)) representing the applicable outstanding

number of Preferred Shares.

Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate is exchangeable,

upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred

Share Certificate(s) or new Book-Entry (in accordance with Section 18(d)) representing, in the aggregate,

the outstanding number of the Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate

and/or new Book-Entry, as applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred

Share Certificate as is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one

or more new Preferred Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or

more new Book-Entries (in accordance with Section 18(d)) representing, in the aggregate, the outstanding number

of the Preferred Shares in the original Book-Entry, and each such new Book-Entry and/or new Preferred Share Certificate, as applicable,

will represent such portion of such outstanding number of Preferred Shares from the original Book-Entry as is designated in writing by

such Holder at the time of such surrender.

(d) Issuance

of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate or a

new Book-Entry pursuant to the terms of this Certificate of Designation, such new Preferred Share Certificate or new Book-Entry (i) shall

represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred

Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section 18(a)

or Section 18(c), the number of Preferred Shares designated by such Holder) which, when added to the number

of Preferred Shares represented by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection

with such issuance, does not exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate

or original Book-Entry, as applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable,

and (ii) shall have an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable,

which is the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.

19. Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation

shall be cumulative and in addition to all other remedies available under this Certificate of Designation 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 Designation. No failure on the part of a Holder to exercise, and no delay in exercising, any right,

power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by such Holder of any right,

power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the

exercise of any right or remedy of a Holder at law or equity or under this Certificate of Designation or any of the documents shall

not be deemed to be an election of such Holder’s rights or remedies under such documents or at law or equity. The Company

covenants to each Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.

Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be

the amounts to be received by a Holder and shall not, except as expressly provided herein, be subject to any other obligation of the

Company (or the performance thereof). No failure on the part of a Holder to exercise, and no delay in exercising, any right, power

or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by such Holder of any right, power

or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the

exercise of any right or remedy of any Holder at law or equity or under Preferred Shares or any of the documents shall not be deemed

to be an election of such Holder’s rights or remedies under such documents or at law or equity. The Company acknowledges that

a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for any such

breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, each Holder shall

be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent

injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving

actual damages and without posting a bond or other security. The Company shall provide all information and documentation to a Holder

that is requested by such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions of

this Certificate of Designation.

20. 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 Designation with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designation 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 Designation, then the Company shall pay the costs reasonably incurred by such Holder for such collection,

enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,

attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Certificate of Designation

with respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase price paid for each Preferred Share

was less than the original Stated Value thereof.

21. Construction;

Headings. This Certificate of Designation 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 Designation are for convenience of

reference and shall not form part of, or affect the interpretation of, this Certificate of Designation. 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 Designation instead of

just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this

Certificate of Designation. Terms used in this Certificate of Designation and not otherwise defined herein, but defined in the other

Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in such other Transaction

Documents unless otherwise consented to in writing by the Required Holders.

22. Failure

or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. This Certificate of Designation 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

22 shall permit any waiver of any provision of Section 4(d).

23. Dispute Resolution.

(a) Submission to Dispute Resolution.

(i) In

the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, a VWAP

or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable redemption price (as the case may be) (including,

without limitation, a dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case

may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days after the

occurrence of the circumstances giving rise to such dispute or (B) if by such Holder at any time after such Holder learned of the circumstances

giving rise to such dispute. If such Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price,

such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic

calculation of such Conversion Rate or such applicable redemption price (as the case may be), at any time after the second (2nd)

Business Day following such initial notice by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder

(as the case may be), then such Holder may, with the consent of the Company (not to be unreasonably withheld, conditioned or delayed),

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 23 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 dispute shall be governed

by the laws of the state of Nevada, and hearings held by the arbitrator, if any, shall take place in Reno, Nevada or such other location

as mutually agreed between the parties. The fees and expenses of such investment bank shall be borne by the party in whose favor the investment

bank decides such dispute or, in the event that the investment bank determines that the applicable calculation is in between the amounts

submitted by the Company and such Holder, then half of such fees and expenses shall be borne by the Company and half of such fees and

expenses shall be borne by the Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all

parties absent manifest error, subject to NRS 38.241 and NRS 38.242.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 23 constitutes

an agreement to arbitrate between the Company and each Holder (and constitutes an arbitration agreement) under the rules then in

effect under the Nevada Uniform Arbitration Act of 2000, (ii) the terms of this Certificate of Designation 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 Designation 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 23 to any state

or federal court sitting in Reno, Nevada, in lieu of utilizing the procedures set forth in this Section 23

and (iv) nothing in this Section 23 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 23).

24. Notices; Currency; Payments.

(a)

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Certificate of

Designation must be in writing and will be deemed to have been delivered on the earliest of: (i) upon receipt, when delivered

personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically

or otherwise) by the sending party and the sending party does not receive an automatically generated message from the

recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after

deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive

the same. The mailing address and e-mail address for any such communications to the Company shall be: 1420 Celebration Blvd.,

2nd Floor, Celebration, Florida 34747 Attention: Joseph La Rosa, e-mail address: joe@larosarealtycorp.com, or such other

mailing address and/or e-mail address as the Company has specified by written notice given to each of the Holders in accordance with

this Section 24 not later than five (5) days prior to the effectiveness of such change. The mailing address and e-mail address for

any such communications to any Holder shall be as set forth on such Holder’s respective signature page to the Securities

Purchase Agreement, or such other mailing address and/or e-mail address as such Holder has specified by written notice given to the

Company in accordance with this Section 24 not later than five (5) days prior to the effectiveness of such change. Written

confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically

or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by

an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight

courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(b) The

Company shall provide each Holder with prompt written notice of all actions taken pursuant to this Certificate of Designation, 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, or (B) for determining rights to vote

with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known

to the public prior to or in conjunction with such notice being provided to such Holder.

All dollar amounts referred to in this Certificate of Designation are in United States Dollars (“U.S. Dollars”),

and all amounts owing under this Certificate of Designation 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 Designation, 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).

(d) Payments.

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designation, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately

available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever

any amount expressed to be due by the terms of this Certificate of Designation 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.

25. 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 Designation

and the Securities Purchase Agreement.

26. Governing

Law. This Certificate of Designation shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Certificate of Designation shall be governed by, the internal laws of the State of Nevada,

without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of Nevada. Except as otherwise required by Section

23 above, the Company hereby irrevocably

submits to the exclusive jurisdiction of the state and federal courts sitting in Reno, Nevada, for the adjudication of any dispute hereunder

or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such

suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein

shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed

or operate to preclude any Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect

on the Company’s obligations to such Holder, to realize on any collateral or any other security for such obligations, or to enforce

a judgment or other court ruling in favor of such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision

of Section 23 above. THE COMPANY

AND EACH HOLDER 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 DESIGNATION OR ANY TRANSACTION CONTEMPLATED HEREBY.

27. 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 27 referred to as the “Judgment

Currency”) an amount due in U.S. Dollars under this Certificate of Designation, 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 27(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 27(a)(ii) above, there

is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the

applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted

at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the

amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

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 Designation.

28. Reserved.

29. Severability.

If any provision of this Certificate of Designation 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 Designation so long as this Certificate of Designation 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).

36. Maximum Payments.

Without limiting any provision contained in 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.

30. Stockholder Matters; Amendment.

(a) Stockholder

Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the NRS, the

Certificate of Incorporation, this Certificate of Designation 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 NRS. This provision is intended to comply with the applicable sections of the NRS permitting

stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b) Amendment.

Except for Section 4(d)(i),

which may not be amended or waived hereunder, this Certificate of Designation 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 NRS, 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 NRS and the Certificate of Incorporation. Except (a) to the extent otherwise expressly provided in this Certificate

of Designation or the Certificate of Incorporation with respect to voting or approval rights of a particular class or series of

capital stock or (b) to the extent otherwise provided pursuant to the NRS, the holders of each outstanding class or series of

shares of the Company shall not be entitled to vote as a separate voting group on any amendment to the terms of this Certificate of

Designation with respect to which such class or series would otherwise be entitled under the NRS to vote as a separate voting

group.

31. Certain

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

(a) “1933

Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(b) “1934

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

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section 8(a))

of shares of Common Stock (other than rights of the type described in Section 7(a)

hereof) that could result in a decrease in the net consideration received by the Company in connection with,

or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(d) “Affiliate”

or “Affiliated” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(e) “Alternate

Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable

Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the

Floor Price and (y) 90% of the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including

the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate

Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock

combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate

Conversion Measuring Period.

(f) [Reserved].

(g) “Approved

Stock Plan” means any employee benefit plan or agreement which has been approved by the Board prior to or subsequent to the

Closing Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer,

consultant or director for services provided to the Company in their capacity as such.

(h) “Attribution

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds

or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed or advised by a Holder’s

investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder or any of the foregoing,

(iii) any Person acting or who could be deemed to be acting as a Group together with such Holder or any of the foregoing and (iv) any

other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with such Holder’s and

the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively

such Holder and all other Attribution Parties to the Maximum Percentage.

(i)

“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment

Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from

the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common

Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the

issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the

case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero

cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the

“HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately

following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).

(j) “Bloomberg” means Bloomberg, L.P.

(k) “Book-Entry”

means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of a Preferred Share Certificate issuable

hereunder.

(l) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any Governmental Authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

(m) “Cash”

of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained in accordance with GAAP,

and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and its wholly owned

Subsidiaries on a consolidated basis on such date.

(n) “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the 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, the holders of the voting power of the surviving entity (or entities with the authority or voting power

to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such

reorganization, recapitalization or reclassification, 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.

(o)

“Change of Control Election Price” means, with respect to any given Change of Control, such price equal to the

greatest of (i) the product of (A) the Required Premium multiplied by (B) the Conversion Amount of the Preferred Shares subject to

the applicable election, as applicable, (ii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed or

exchanged, as applicable, multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of

Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the

applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the Company delivers

the Company Optional Redemption Notice by (II) the Alternate Conversion Price then in effect, and (iii) the product of (A) the

Conversion Amount of the Preferred Shares being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and

the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to such holders of the shares of Common

Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be

valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of

such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement

of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public

announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect.

(p) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or

last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed

or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of

such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing

bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,

respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular

date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date

shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders

are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures

in Section 23. All such determinations

shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions

during such period.

(q) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued

the Preferred Shares pursuant to the terms of the Securities Purchase Agreement.

(r) “Code” means the Internal Revenue Code of 1986, as amended.

(s)

“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.

(t) “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(u) [Reserved].

(v) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(w) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the

Nasdaq Capital Market.

(x) “Eligible

Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance sheet of

the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under the Company’s investment

policies as in effect on the Issuance Date or approved thereafter by the Company’s Board of Directors.

(y) “Event

Market Price” means, with respect to any Stock Combination Event Date, 100% of the quotient determined by dividing (x) the sum

of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15)

consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such

Stock Combination Event Date, divided by (y) five (5).

(z) [Reserved].

(aa) [Reserved].

(bb) [Reserved].

(cc)

“Excluded Securities” means (i) Common Stock or standard options to purchase shares of Common Stock issued to

existing or prospective directors, officers, sales agents, consultants or service providers of the Company or any Subsidiary of the

Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above) or as

inducement or similar awards granted outside of an Approved Stock Plan; (ii) Common Stock issued upon the conversion or exercise of

Convertible Securities or Options (other than standard options to purchase shares of Common Stock that are covered by clause (i)

above) issued prior to the Subscription Date; (iii) the shares of Common Stock issuable upon conversion of the Note or otherwise

pursuant to the terms of the Note; provided, that the terms of the Note are not amended, modified or changed on or after the

Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date), (iv)

the shares of Common Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate

of Designation, (v) the Interest Shares (as defined in the Note), (vi) any shares of Common Stock issued or issuable in connection

with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, and strategic partnerships,

joint venture, strategic alliance, or other commercial relationship with any Person (including Persons that are customers,

suppliers, and strategic partners of the Company or any of its Subsidiaries) relating to the operation of the Company’s or any

of its Subsidiaries’ business, provided that (x) the primary purpose of such issuance is not to raise capital as reasonably

determined, and (y) the purchaser or acquirer or recipient of the securities in such issuance solely consists of either (I) the

actual participants in such strategic or commercial alliance, strategic or commercial licensing arrangement or strategic or

commercial partnership, (II) the actual owners of such assets or securities acquired in such acquisition or merger or (III) the

stockholders, partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, which is,

itself or through its subsidiaries, an operating company or an owner of an asset, in a business synergistic with the business of the

Company and shall provide to the Company additional benefits in addition to the investment of funds, and (IV) the number or amount

of securities issued to such Persons by the Company shall not be disproportionate to each such Person’s actual participation

in (or fair market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership or

ownership of such assets or securities to be acquired by the Company, as applicable, (vii) any shares of Common Stock issued in

connection with a Permitted ATM, (viii) the Series B Convertible Preferred Stock, par value $0.0001 per share, issued pursuant to

that certain Amendment and Exchange Agreement, dated July 18, 2025, and the shares of Common Stock issuable upon conversion thereof,

(ix) the Senior Secured Convertible Notes issued pursuant to the securities purchase agreement, dated November 12, 2025, and the

shares of Common Stock issuable upon conversion thereof and (x) securities issued pursuant to an equity line of credit facility.

(dd) “FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Certificate of Designation (or any amended or successor version that

is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections

of the Code.

(ee) “Fiscal

Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond to the Company’s

fiscal year as of the date hereof that ends on December 31.

(ff) “Floor

Price” means $0.26 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events),

or, subject to the rules and regulations of the Principal Market, such lower price as the Company and the Required Holders may agree,

from time to time.

(gg)

“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through

subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not

the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all

or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in

Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow

the Company to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase,

tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y)

50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or

party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;

or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject

Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule

13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of

arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either

(x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as

if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or

party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common

Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at

least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the

Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,

allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”

(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,

conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business

combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification

or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and

outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock

not held by all such Subject Entities as of the date of this Certificate of Designation calculated as if any shares of Common Stock

held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by

issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to

effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares of

Common Stock without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or

transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent

necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended

treatment of such instrument or transaction.

(hh) “GAAP”

means United States generally accepted accounting principles, consistently applied.

(ii) “Going

Private Transaction” means any Change of Control (i) pursuant to which, the Company (and the Successor Entity, if applicable)

ceases to have any securities registered under the 1934 Act or (ii) that results in the purchase and/or cancellation of all of the Common

Stock of the Company solely for cash (and not in whole, or in part, for any other securities of any Person).

(jj) “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.

(kk) “Governmental

Authority” means any federal, foreign, state, county, municipal, provincial, or local governmental authority, court, judicial

body, arbitration tribunal, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative,

or other agency, or any political or other subdivision, department, commission, board, bureau, branch, division, ministry, or instrumentality

of any of the foregoing.

(ll)

“Indebtedness” means of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all

obligations issued, undertaken or assumed as the deferred purchase price of property or services, including, without limitation,

“capital leases” in accordance with United States generally accepted accounting principles consistently applied for the

periods covered thereby (other than trade payables entered into in the ordinary course of business consistent with past practice),

(C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all

obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection

with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other

title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the

proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of

default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement

which, in connection with United States generally accepted accounting principles, consistently applied for the periods covered

thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for

which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, deed of trust,

lien, pledge, charge, security interest or other encumbrance of any nature whatsoever in or upon any property or assets (including

accounts and contract rights) with respect to any asset or property owned by any Person, even though the Person which owns such

assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in

respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

(mm) “Intellectual

Property Rights” means, with respect to the Company and its Subsidiaries, all of their rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor.

(nn) “Investment”

means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,

advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the

purchase of any assets of another Person for greater than the fair market value of such assets.

(oo) “Liquidation

Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution

or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business

of the Company and its Subsidiaries, taken as a whole.

(pp) “Material

Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations,

condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the

transactions contemplated hereby or on the other Transaction Documents, or by the agreements and instruments to be entered into in connection

therewith or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(qq) “Note”

means the senior secured convertible note issued to the initial Holder on February 4, 2025 pursuant to the securities purchase agreement

dated February 4, 2025.

(rr) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(ss) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent

equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent

Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(tt) “Permitted

ATM” shall mean an “at-the-market” offering program made by the Company under an effective registration statement

on Form S-3 to issue up to the maximum number of shares permitted by Instruction I.B.6 to such Form; provided that no share of Common

Stock shall be issued pursuant to such offering at a price per share less than the Floor Price.

(uu) [Reserved].

(vv) [Reserved].

(ww) [Reserved].

(xx) “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(yy) “Price

Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the

ten (10) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed 75% of the Conversion

Price on such date of determination (excluding for such purpose any temporary reductions in the Conversion Price made in accordance with

Section 8(g)) (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other

similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits,

stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

(zz) “Principal

Market” means, as of any time of determination, the principal trading market, if any, in which the shares of Common Stock then

trade.

(aaa) [Reserved].

(bbb) “Required

Premium” means (x) solely if in connection with a Change of Control at a time no other Triggering Event exists, 105% or (y)

otherwise, 125%.

(ccc) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(ddd) “Securities”

shall mean the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares.

(eee) “Securities

Purchase Agreement” means that certain securities purchase agreement, dated as of May 26, 2026, by and between the Company and

the initial Holder.

(fff) “Stated

Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.

(ggg) “Subsequent

Placement” means any direct, or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposal

of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security

or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under

Rule 405 promulgated under the 1933 Act), any Convertible Securities, any debt, any preferred stock or any purchase rights) by the Company

or any of its Subsidiaries.

(hhh) “Stock

Combination Event” means the occurrence at any time and from time to time on or after the Subscription Date of any stock split,

stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock.

(iii) “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(jjj) “Subscription Date”

means May 26, 2026.

(kkk) “Subsidiary”

shall have the meaning set forth in the Securities Purchase Agreement.

(lll) “Successor

Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving

any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction

shall have been entered into.

(mmm)”Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock,

any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market

for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded,

provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange

or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on

such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or

market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in

writing by the applicable Holder or (y) with respect to all determinations other than price determinations relating to the Common

Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.

(nnn) “Transaction

Document” shall have the meaning set forth in the Securities Purchase Agreement.

(ooo) “Volume

Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on

Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading

Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less

than $50,000.

(ppp) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then

such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations shall

be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during

such period.

32. Disclosure.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designation, unless the Company

has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the

Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following

such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the

event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries,

the Company so shall indicate to the applicable Holder explicitly in writing in such notice (or promptly (but no later than the next Business

Day) following receipt of notice from such Holder, as applicable), and in the absence of any such written indication in such notice (or

notification from the Company promptly (but no later than the next Business Day) following receipt of notice from such Holder), such Holder

shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to

the Company or any of its Subsidiaries.

33. Absence

of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company

and that each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of such Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that each Holder may freely trade in any securities issued by the Company,

may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

[The remainder of

the page is intentionally left blank]

IN WITNESS WHEREOF,

the Company has caused this Certificate of Designation of the Certificate of Incorporation La Rosa Holdings Corp. to be signed by its

Chief Executive Officer on this [26th] day of March, 2026.

La Rosa Holdings Corp.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EXHIBIT I

LA ROSA HOLDINGS CORP.

CONVERSION

NOTICE

Reference is made

to the Certificate of Designation of the Certificate of Incorporation of La Rosa Holdings Corp., a Nevada corporation (the “Company”)

establishing the terms, preferences and rights of the Series D Convertible Preferred Stock, $0.0001 par value (the “Preferred

Shares”) of the Company (the “Certificate of Designation”). In accordance with and pursuant to the Certificate

of Designation, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock, $0.0001

value per share (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion: ___________________________________________________________________

Aggregate number of Preferred Shares to be converted: ________________________________

Aggregate Stated Value of such Preferred Shares to be converted: ________________________

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: ______________________________

Please confirm the following information:

Conversion Price: ___________________________________________________________________

Number of shares of Common Stock to be issued: __________________________________________

☐ If

this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the

following Alternate Conversion Price:

Please issue the Common Stock into which the applicable Preferred Shares are being

converted to Holder, or for its benefit, as follows:

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

Issue to: __________________________________________________________________________

__________________________________________________________________________

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

DTC

Participant: ____________________________________________________________________

DTC

Number: ______________________________________________________________________

Account

Number: ___________________________________________________________________

Date: _____________ ___, ________

Name of Registered Holder

By:

Name:

Title:

Tax ID:_____________________________

E-mail Address:

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges

this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold

by the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery to the Company of a customary

144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs___________ to issue the above indicated

number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ___________, 20_____ from the Company and acknowledged

and agreed to by _________________.

LA ROSA HOLDINGS CORP.

By:

Name:

Title:

EX-3.2 — CERTIFICATE OF CORRECTION OF THE CERTIFICATE OF DESIGNATION OF SERIES D PREFERRED STOCK, FILED MAY 27, 2026

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v3.26.1

Cover

May 27, 2026

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Document Period End Date

May 27, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

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Entity Registrant Name

La Rosa Holdings Corp.

Entity Central Index Key

0001879403

Entity Tax Identification Number

87-1641189

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1420 Celebration Blvd.

Entity Address, Address Line Two

2nd Floor

Entity Address, City or Town

Celebration

Entity Address, State or Province

Entity Address, Postal Zip Code

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City Area Code

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Local Phone Number

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