Form 8-K

8-K — Our Bond, Inc.

Accession: 0001493152-26-028818

Filed: 2026-06-16

Period: 2026-06-11

CIK: 0001756064

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-3.3 (ex3-3.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

GRAPHIC (ex10-2_001.jpg)

GRAPHIC (ex10-2_002.jpg)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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2026-06-11

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 11, 2026

Our

Bond, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-43087

83-1751618

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Broad Street, New York, New York

10004

(Address

of principal executive offices)

(Zip

Code)

(888)

567-6234

(Registrant’s

telephone number, including area code)

(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, par value $0.0001 per share

OBAI

The

Nasdaq Stock Market

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 ☒

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

Exchange

of Series G Preferred Stock for Promissory Notes

June 11, 2026, Our Bond, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”)

entered into an Exchange Agreement (the “Agreement”) with Ascent Partners Fund LLC (“Ascent”). Under the Agreement,

we issued a total of 366,941 shares of our newly-designated Series G Convertible Preferred Stock (the “Series G Preferred Stock”)

to Ascent in exchange for Promissory Notes owed to Ascent (collectively, the “Notes”) as follows: (1) a Note issued March

1, 2025 in the original principal amount of $2,500,00, with a current balance of $2,292,179.8, was exchanged for 254,687 shares of Series

G Preferred Stock; and (2) a Note issued May 4, 2026 in the original principal amount of $1,000,000, with a current balance of $1,010,277.78,

was exchanged for 112,254 shares of Series G Preferred Stock. Upon closing of the Agreement and issuance of the Series G Preferred Stock

to Ascent, the Notes will be deemed paid in full. The Agreement, which is filed herewith as Exhibit 10.1, contains various representations,

warranties, and covenants and should be reviewed in its entirety for additional information.

Each

share of Series G Preferred Stock has a stated value of $10.00 per share and is convertible, at the option of the holder, to shares of

our common stock at a price of $2.0265 per share of common stock. The Certificate of Designation for Series G Preferred Stock provides

a limitation on conversion to the extent that the holder, together with its affiliates or any other person acting as a group, would beneficially

own in excess of 9.99% of our outstanding common stock upon such conversion. The holders of Series G Preferred Stock are entitled to

a monthly dividend at a an annual rate of 10% of the stated value, computed on the basis of 360-day year and twelve (12) 30-day months.

The holders of Series G Preferred Stock have no voting rights, except as required by law and as expressly provided in the Certificate

of Designation.

Upon

the occurrence of a triggering event, as defined in the Certificate of Designation, each holder of Series G Preferred Stock has a right

to redeem eligible shares of Series G Preferred Stock. In addition, at any time that no equity conditions failure exists (as defined

in the Certificate of Designation), the Company has a right to redeem all, but not less than all, of the shares of Series G Preferred

Stock then outstanding at a price equal to 110% of the stated value plus all accrued and unpaid dividends thereon. In the event of any

liquidation, dissolution or winding up of the Company, or in the event of a change in control of the Company, assets or proceeds shall

be preferentially distributed to the holders of Series G Preferred Stock in an amount per share equal to the greater of (i) 200% of stated

value (as defined therein) or (ii) the amount the holder would receive if such holder converted such Series G Preferred Stock into common

stock immediately prior to the date of such payment. On or after June 11, 2025, the holders of any then-outstanding shares of Series

G Preferred Stock may, at their option, redeem their shares at the stated value thereof.

the event that the Company grants, issues or sells any securities or rights to purchase securities, each holder is entitled to purchase

such rights or securities on an as-converted to common stock basis. If the Company issues any new securities for a consideration per

stock lower than the conversion price, the conversion price for the Series G Preferred Stock shall be readjusted to reflect the lower

consideration paid for the new securities. Additionally, we are restricted from amending our articles of incorporation, bylaws or take

any other action to avoid the observance or performance of any of the terms of the Certificate of Designation. We are required to reserve

sufficient authorized and unissued Common Stock to give effect to conversion of all shares of Series G preferred Stock into Common Stock.

The

holders of Series G Preferred Stock have “piggyback” registration rights. If the Company intends to prepare and file a registration

statement relating to an offering of securities for its own account or the account of others, then the holders of Series G Preferred

Stock are entitled to notice of the registration and have the right, subject to certain limitations, to include the shares of common

stock issuable upon conversion their Series G preferred shares in the registration.

so elected by the holders, we can be required to apply twenty-five percent (25%) of the net proceeds of all future offerings or issuances

of our equity or debt securities toward redemption of the Series G Preferred Stock until such time as the cumulative total of all net

proceeds received is equal to or less than $10,000,000, with up to thirty-five percent (35%) of such net proceeds to applied thereafter.

The

Certificate of Designation for the Series G Preferred Stock, which is filed herewith as Exhibit 3.1, contains various additional terms

and covenants and should be reviewed in its entirety for additional information.

Amendments

to Certificates of Designation for Series C Convertible Preferred Stock and Series D Convertible Preferred Stock

June 11, 2026, we also amended the Certificates of Designation for our Series C Preferred Stock and our Series D Preferred Stock to make

their provisions regarding the holders’ right to require redemptions using the proceeds from subsequent Company financings consistent

with the terms of the new Series G designation. Pursuant to these amendments, the holders of the Series C Preferred Stock and Series

D Preferred Stock can elect to apply twenty-five percent (25%) of the net proceeds of all future offerings or issuances of our equity

or debt securities toward redemption of the Preferred Stock until such time as the cumulative total of all net proceeds received is equal

to or less than $10,000,000, with up to thirty-five percent (35%) of such net proceeds to applied thereafter.

Warrant

Amendment

Also

on June 11, 2026, we entered into an Amendment (the “Warrant Amendment”) to the common stock purchase warrants (the “Warrants”)

held by Ascent. Under the Warrant Amendment, the exercise prices of the Warrants held by Ascent were adjusted. Following the Warrant

Amendment, the exercise prices of the Warrants are as follows:

● 3,000,000

Warrants expiring February 27, 2027 have an exercise price of $1.25 per share;

● 1,500,000

Warrants expiring October 27, 2027 have an exercise price of $1.25 per share; and

● 4,500,000

Warrants expiring October 27, 2027 have an exercise price of $2.25 per share.

Amendment

to Loan and Security Agreement

June 11, 2026, we entered into a Waiver and Twenty-eighth Amendment to Loan and Security Agreement (the “Loan Amendment”)

with our senior secured lender, Eastward Fund Management, LLC (the “Lender”). Under the Loan Amendment, the amortization

and payment schedule for our senior secured debt was adjusted to call for reduced monthly payments of $50,000 each for July 1 and August

1, 2026; $100,000 each for September 1 and October 1, 2026; and $150,000 each for November 1 and December 1, 2026. Thereafter, monthly

payments will continue in amounts ranging from approximately $259,000 to approximately $300,000 per month, with a final payment of approximately

$3.9 million due on July 1, 2028. As additional consideration under the Loan Amendment, we agreed to issue 250,000 shares of our common

stock to the Lender. The Loan Amendment, which is filed herewith as Exhibit 10.3, should be reviewed in its entirety for additional information.

Item

3.02 Unregistered Sales of Equity Securities

The

disclosures in Item 1.01, above, are incorporated herein by reference. The shares of Series G Preferred Stock were issued to Ascent solely

in exchange for the Notes in a transaction exempt from registration under Section 3(a)(9) of the Securities Act. No commission or other

remuneration was paid or given, directly or indirectly, for soliciting such exchange. The issuance of shares of common stock to the Lender

was exempt from registration pursuant to Rule 506(b) under Regulation D. The Lender is an accredited investor within the meaning of Rule

501 and we engaged in no general solicitation or advertising.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

light of increased growth opportunities and the above-mentioned financing changes, the Company has expanded and reorganized its commercial

leadership resources in the United States and internationally and is transitioning its commercial organization to a matrix structure

designed to better align sales, business development, strategic partnership and market expansion activities across its target channels.

All

sales, business development, strategic partnership and commercial growth initiatives will continue to report directly to Doron Kempel,

the Company’s Founder and Chief Executive Officer.

connection with the organizational realignment, Michael Lambert has departed from his position as Head of Commercial Operations, effective

June 12, 2026. The company thanks Mr. Lambert for his effort and contribution to US B2B sales in the past two years. The Company and

Mr. Lambert worked cooperatively to ensure an orderly transition of responsibilities. Mr. Lambert’s departure was not the result

of any disagreement with the Company regarding its operations, policies, practices or strategic direction.

The

Company expects to provide additional updates regarding commercial partnerships, growth initiatives and business developments as appropriate.

Item

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

The

disclosures in Item 1.01. above, regarding the Series G Preferred Stock are incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits

Exhibit

No.

Description

3.1

Certificate of Designation for Series G Convertible Preferred Stock

3.2

Amendment No. 2 to Certificate of Designation for Series C Convertible Preferred Stock

3.3

Amendment No. 2 to Amended and Restated Certificate of Designation for Series D Convertible Preferred Stock

10.1

Exchange Agreement with Ascent Partners Fund LLC dated June 11, 2026

10.2

Amendment to Warrants to Purchase Common Stock

10.3

Twenty-eighth Amendment to Loan and Security Agreement with Eastward Fund Management, LLC

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date:

June 16, 2026

Our

Bond, Inc.

By:

/s/

Doron Kempel

Name:

Doron

Kempel

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

THE SERIES G CONVERTIBLE PREFERRED STOCK OF

OUR

BOND, INC.

PURSUANT

TO SECTION 78.1955 OF THE

NEVADA

REVISED STATUTES

Doron Kempel, hereby certify that I am the Chief Executive Officer of Our Bond, Inc. (the “Company”),

corporation incorporated and existing under Chapter 78 of the Nevada Revised Statutes (the “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 “Articles of Incorporation”), the Board on June 11,

2026 adopted the following resolutions creating a series of shares of preferred stock designated as Series G Convertible Preferred

Stock, none of which shares have been issued:

RESOLVED,

the number of shares constituting the Series G Convertible Preferred Stock and the rights, powers, preferences, privileges and restrictions

relating to such series, in addition to any set forth in the Articles of Incorporation, are as follows:

TERMS

OF SERIES G CONVERTIBLE PREFERRED STOCK

Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated

as “Series G Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred

Shares shall be 366,941. Each Preferred Share shall have a par value of $0.0001. Capitalized terms not defined herein shall have the

meaning as set forth in Section 33.

Ranking. Except to the extent that the holders of at least a majority of the outstanding Preferred Shares (the “Required

Holders”) expressly consent to the creation of Parity Stock (as defined below) other than Senior Preferred Stock (as defined

below) in accordance with Section 18, all shares of capital stock of the Company shall be junior in rank to all Preferred Shares with

respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company

(such junior stock is referred to herein collectively as “Junior Stock”). The rights of all such shares of capital

stock of the Company shall be subject to the rights, powers, preferences and privileges of the Preferred Shares. Without limiting any

other provision of this Certificate of Designations, without the prior express consent of the Required Holders, voting separate as a

single class, the Company shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior

rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution

and winding up of the Company (collectively, the “Senior Preferred Stock”), (ii) of pari passu rank to the Preferred

Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of

the Company (collectively, the “Parity Stock”) or (iii) any Junior Stock having a maturity date (or any other date

requiring redemption or repayment of such shares of Junior Stock) that is prior to the Outside 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.

- 1 -

Dividends. From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”),

each holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”) shall be entitled

to receive dividends (“Dividends”), which Dividends shall be paid by the Company out of funds legally available therefor,

payable, subject to the conditions and other terms hereof, at the Company’s option in shares of Common Stock at the Conversion

Price when the Equity Conditions are met, or in cash on the Stated Value (as defined below) of such Preferred Share, at the Dividend

Rate (as defined below), which shall be cumulative and shall continue to accrue and compound daily whether or not declared and whether

or not in any fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year. Notwithstanding

the foregoing, if the VWAP of the shares of Common Stock is less than the Conversion Price on the Trading Day before such Dividend is

paid, then the Company shall pay the Holder the difference between the VWAP and the Conversion Price per Preferred Share in cash on the

day that such Dividend is paid. Dividends on the Preferred Shares shall commence accumulating on the Initial Issuance Date and shall

be computed on the basis of a 360-day year and twelve 30-day months. Accrued and unpaid Dividends shall be payable on the third Trading

Day of each calendar month and either (x) in cash on the Outside Date, or in cash on any applicable Redemption Date or upon any required

payment upon any Bankruptcy Triggering Event or (y) with respect to such Dividends attributable to Preferred Shares subject to conversion

hereunder, by way of inclusion of such Dividends in the Conversion Amount subject to conversion hereunder. From and after the occurrence

and during the continuance of any Triggering Event, the Dividend Rate shall automatically be increased to twenty-four percent (24.0%)

per annum. In the event that such Triggering Event is subsequently cured, the adjustment referred to in the preceding sentence shall

cease to be effective as of the calendar day immediately following the date of such cure; provided, that the Dividends as calculated

and unpaid at such increased rate during the continuance of such Triggering Event shall continue to apply to the extent relating to the

days after the occurrence of such Triggering Event through and including the date of such cure of such Triggering Event.

Conversion. At any time after the Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and

non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 4.

(a)

Holder’s Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Issuance Date,

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

paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). The Company

shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction

of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company

shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses

of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion

of any Conversion Amount.

(b)

Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Preferred Share pursuant to Section 4(a)

shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion

Rate”):

(i)

“Conversion Amount” means, with respect to each Preferred Share, as of the applicable date of determination, the sum

of (without duplication) (1) the Stated Value thereof, plus (2) the Additional Amount thereon, plus (3) any accrued and unpaid Late Charges

with respect to such Stated Value and Additional Amount as of such date of determination.

(ii)

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

$2.0265, subject to adjustment as provided herein.

(c)

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

- 2 -

(i)

Optional Conversion. To convert a Preferred Share into shares of Common Stock on any date (a “Conversion Date”),

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

an electronic copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached

hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 4(c)(iii), within three

(3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder, if such Holder is holding a physical

certificate, shall surrender such certificate to a nationally recognized overnight delivery service for delivery to the Company the original

certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or

an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction as contemplated by

Section 20). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit

by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such

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

shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before

the first (1st) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant

to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date

of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company

shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated

Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s

or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is

not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address

as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares

of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s)

submitted for conversion pursuant to Section 4(c)(iii) is greater than the number of Preferred Shares being converted, then the Company

shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and

at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate (in accordance with Section

20(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock

issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common

Stock on the Conversion Date.

(ii)

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to a Holder on

or prior to the applicable Share Delivery Deadline, a certificate for the number of shares of Common Stock to which such Holder is entitled

and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s

balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion

of any Preferred Shares (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available

to such Holder, such Holder, upon written notice to the Company, (x) may void its Conversion Notice with respect to, and retain or have

returned (as the case may be) any Preferred Shares that have not been converted pursuant to such Holder’s Conversion Notice, provided,

that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior

to the date of such notice pursuant to the terms of this Certificate of Designations or otherwise and (y) the Company shall pay in cash

to such Holder on each day, up to a maximum of 10 Trading Days, after the Share Delivery Deadline that the issuance of such shares of

Common Stock is not timely effected an amount equal to 2% of the product of (A) the aggregate number of shares of Common Stock not issued

to such Holder on a timely basis and to which such Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the last possible date on which the Company could have issued such shares of Common Stock to such Holder without

violating Section 4(c). In addition to the foregoing, if Company shall fail, for any reason or for no reason, to issue to a Holder on

or prior to the Share Delivery Deadline, a certificate to such Holder and register such shares of Common Stock on the Company’s

share register or credit such Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock

to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be), and if on or after such Share Delivery

Deadline such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise)

shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the number of shares of Common Stock,

or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such

conversion that such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such Holder,

the Company shall, within three (3) Business Days after receipt of such Holder’s request and in such Holder’s discretion,

either: (I) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions and

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

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

issue and deliver such certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to

which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common

Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing

such shares of Common Stock or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which

such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal

to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest

Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice

and ending on the date of such issuance and payment under this clause (II).

- 3 -

(iii)

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the

names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares (the “Registered Preferred

Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and

each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share

for all purposes (including, without limitation, the right to receive payments and Dividends hereunder) notwithstanding notice to the

contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register.

Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred Shares by such Holder thereof, the

Company shall record the information contained therein in the Register and issue one or more new Registered Preferred Shares in the same

aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated assignee or transferee pursuant

to Section 20, provided, that, if the Company does not so record an assignment, transfer or sale (as the case may be) of such

Registered Preferred Shares within two (2) Business Days of such a request, then the Register shall be automatically deemed updated to

reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 4,

following conversion of any Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically

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

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

by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion

Notice) requesting reissuance of Preferred Shares upon physical surrender of the applicable Preferred Share Certificate. Each Holder

and the Company shall maintain records showing the Stated Value, Dividends and Late Charges converted and/or paid (as the case may be)

and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to such

Holder and the Company, so as not to require physical surrender of a Preferred Share Certificate upon conversion. If the Company does

not update the Register to record such Stated Value, Dividends and Late Charges converted and/or paid (as the case may be and the dates

of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be

automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing

the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest

error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions

of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be

less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER

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

PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF

SERIES G 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 shares

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

number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 25.

- 4 -

(d)

Limitation on Conversion.

(i)

Beneficial Ownership. Notwithstanding anything to the contrary contained in this Certificate of Designations, the Preferred Shares

held by a Holder shall not be convertible by such Holder, and the Company shall not effect any conversion of any Preferred Shares held

by such Holder, to the extent (but only to the extent) that such Holder (together with the Holder’s Affiliates, and any other Persons

acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”))

would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock. For purposes of the foregoing

sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include

the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which such determination is being

made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal

amount of the Preferred Shares beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or

conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or

exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

No prior inability of a Holder to convert Preferred Shares, or of the Company to issue shares of Common Stock to such Holder, pursuant

to this Section 4(d)(i) shall have any effect on the applicability of the provisions of this Section 4(d)(i) with respect to any subsequent

determination of convertibility or issuance (as the case may be). Except as set forth above, for purposes of this Section 4(d)(i), beneficial

ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership)

shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. The provisions

of this Section 4(d)(i) shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to

correct this Section 4(d)(i) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial

ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum

Percentage limitation. The limitations contained in this Section 4(d)(i) shall apply to a successor holder of Preferred Shares. The holders

of Common Stock shall be third-party beneficiaries of this Section 4(d)(i) and the Company may not waive this Section 4(d)(i) without

the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of a Holder, the

Company shall within one (1) Business Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding,

including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without

limitation, pursuant to this Certificate of Designations or securities issued pursuant to the other Transaction Documents. By written

notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified

in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to

the Company, and (ii) any such increase or decrease will apply only to such Holder sending such notice and not to any other Holder.

(ii)

Trading Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise

pursuant to the terms of this Certificate of Designations if the issuance of such shares of Common Stock would exceed the aggregate number

of shares of Common Stock which the Company may issue upon conversion of the Preferred Shares or otherwise pursuant to the terms of this

Certificate of Designations without breaching the Company’s obligations under the rules or regulations of the applicable Trading

Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”),

except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by

the applicable rules of the applicable Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains

a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory

to the Required Holders. Until such approval or such written opinion is obtained, no Buyer (as defined in the Securities Purchase Agreement)

shall be issued in the aggregate, upon conversion of any Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations,

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

of (1) the aggregate original Stated Value of the Preferred Shares issued to such Buyer pursuant to the Securities Purchase Agreement

on the Closing Date divided by (2) the aggregate original Stated Value of the Preferred Shares issued to the Buyers pursuant to the Securities

Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that

any Buyer shall sell or otherwise transfer any of such Buyer’s Preferred Shares, the transferee shall be allocated a pro rata portion

of such Buyer’s Exchange Cap Allocation with respect to such portion of such Preferred Shares so transferred, and the restrictions

of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such

transferee. Upon conversion in full of a holder’s Preferred Shares, the difference (if any) between such holder’s Exchange

Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of

such Preferred Shares shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Preferred Shares on a

pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares hen held by each such holder of Preferred

Shares. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(d)(i) (the “Exchange

Cap Shares”) to a Holder, the Company shall pay cash to such Holder in exchange for the redemption of such number of Preferred

Shares held by the Holder that are not convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x)

such number of Exchange Cap Shares and (y) the Closing Sale Price on the Trading Day immediately preceding the date such Holder delivers

the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and (ii) to the extent such Holder purchases

(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of Exchange Cap

Shares, brokerage commissions, if any, of such Holder incurred in connection therewith.

- 5 -

Triggering Event Redemptions.

(a)

Triggering Event. Each of the following events shall constitute a “Triggering Event” and each of the events

in clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Triggering Event”:

(i)

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

of five (5) consecutive Trading Days;

(ii)

the Company’s written notice to any holder of the Preferred Shares or Warrants, including, without limitation, by way of public

announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request for exercise of any

Warrants for Warrant Shares in accordance with the provisions of the Warrants or a request for conversion of any Preferred Shares into

shares of Common Stock that is requested in accordance with the provisions of this Certificate of Designations, other than pursuant to

Section 4(d);

(iii)

at any time following the tenth (10th) consecutive day that a Holder’s Authorized Share Allocation (as defined in Section 11(a))

is less than 100% of the sum of (A) the number of shares of Common Stock that such Holder would be entitled to receive upon a conversion

in full of the Preferred Shares held by such Holder (without regard to any limitations on conversion set forth in this Certificate of

Designations) and (B) the number of shares of Common Stock that such Holder would be entitled to receive upon exercise in full of such

Holder’s Warrants (without regard to any limitations on exercise set forth in the Warrants);

(iv)

the Company’s Board of Directors fails to declare any Dividend to be paid at the applicable Dividend Rate in accordance with Section

(v)

the Company’s failure to pay to any Holder any Dividend (whether or not declared by the Board of Directors) or any other amount

when and as due under this Certificate of Designations (including, without limitation, the Company’s failure to pay any redemption

payments or amounts hereunder), the Securities Purchase Agreement or any other Transaction Document or any other agreement, document,

certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby (in each case, as permitted

pursuant to the NRS), except, in the case of a failure to pay Dividends and Late Charges when and as due, in each such case only if such

failure remains uncured for a period of at least three (3) Trading Days;

(vi)

the Company, on three or more occasions, either (A) fails to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants)

by delivery of the required number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or Exercise

Date (as defined in the Warrants) (as the case may be) or (B) fails to remove any restrictive legend on any certificate or any shares

of Common Stock issued to such 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 Securities Purchase Agreement as and when required by such Securities or the Securities

Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for

at least five (5) Trading Days;

- 6 -

(vii)

the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $250,000 of Indebtedness

(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries other than, with respect to unsecured Indebtedness

only, an alleged default, redemption, or acceleration prior to maturity contested by the Company and/or such Subsidiary (as the case

may be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in

accordance with GAAP) and after giving effect to these reserves, each of the Company and its Subsidiaries (and the Company and its Subsidiaries

taken as a whole) are Solvent;

(viii)

bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted

by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third-party, shall not be dismissed

within thirty (30) days of their initiation;

(ix)

the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,

insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the

consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary

case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the

commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking

reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to

the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official

of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of

creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or

the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the

Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial

Code foreclosure sale or any other similar action under federal, state or foreign law;

(x)

the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary

or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar

law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or

approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of

the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar

document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any

Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance

of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed

and in effect for a period of thirty (30) consecutive days;

(xi)

a final judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Company and/or any

of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed

pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, that any judgment which

is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $250,000 amount set forth

above so long as the Company provides each Holder a written statement from such insurer or indemnity provider (which written statement

shall be reasonably satisfactory to each Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company

or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance

of such judgment;

- 7 -

(xii)

the Company and/or any Subsidiary, individually or in the aggregate fails to pay, when due, or within any applicable grace period, any

payment with respect to any Indebtedness in excess of $250,000 due to any third-party (other than, with respect to unsecured Indebtedness

only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect

to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation

of any agreement for monies owed or owing in an amount in excess of $250,000, which breach or violation causes the other party thereto

to declare a default or otherwise accelerate amounts due thereunder;

(xiii)

other than as specifically set forth in another clause of this Section 5(a), the Company or any Subsidiary breaches any representation

or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality, which

may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the case of a

breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of five (5) consecutive

Trading Days, unless such breach does not have a Material Adverse Effect;

(xiv)

a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity

Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Triggering Event has occurred, and

such Holder suffers economic damage thereby;

(xv)

any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15, unless such breach

does not have a Material Adverse Effect;

(xvi)

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

(xvii)

(A) the Common Stock cannot be issued and transferred electronically to third parties via DTC through its Deposit/Withdrawal at Custodian

system or (B) the Company has received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits

of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated;

(xviii)

failure to have the “Registration Statement” (under as defined in the Registration Rights Agreement) declared effective and

remain effective in accordance within the deadline prescribed in, and otherwise accordance with the terms of, the Securities Purchase

Agreement; or

(xix)

any breach of any material term of the Securities Purchase Agreement

- 8 -

(b)

Notice of a Triggering Event; Redemption Right. Upon the occurrence of a Triggering Event with respect to the Preferred Shares,

the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (with

next day delivery specified) (a “Triggering Event Notice”) to each Holder. At any time after the earlier of a Holder’s

receipt of a Triggering Event Notice and such Holder becoming aware of a Triggering Event (such earlier date, the “Triggering

Event Right Commencement Date”) and ending (such ending date, the “Triggering Event Right Expiration Date”,

and each such period, a “Triggering Event Redemption Right Period”) on the twentieth (20th) Trading Day after the

later of (x) the date such Triggering Event is cured and (y) such Holder’s receipt of a Triggering Event Notice that includes (I)

a reasonable description of the applicable Triggering Event, (II) a certification as to whether, in the opinion of the Company, such

Triggering Event is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure

such Triggering Event and (III) a certification as to the date the Triggering Event occurred and, if cured on or prior to the date of

such Triggering Event Notice, the applicable Triggering Event Right Expiration Date, such Holder may require the Company to redeem (regardless

of whether such Triggering Event has been cured on or prior to the Triggering Event Right Expiration Date) all or any of the Preferred

Shares by delivering written notice thereof (the “Triggering Event Redemption Notice”) to the Company, which Triggering

Event Redemption Notice shall indicate the number of the Preferred Shares such Holder is electing to redeem. Each of the Preferred Shares

subject to redemption by the Company pursuant to this Section 5(b) shall be redeemed by the Company at a price equal to the greater of

the product of (X) 110% multiplied by (Y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing

on the date immediately preceding such Triggering Event and ending on the date the Company makes the entire payment required to be made

under this Section 5(b) (the “Triggering Event Redemption Price”). Redemptions required by this Section 5(b) shall

be made in accordance with the provisions of Section 12. To the extent redemptions required by this Section 5(b) are deemed or determined

by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be

voluntary prepayments. Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 4(d), until the Triggering

Event Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under

this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by such Holder into Common Stock pursuant

to the terms of this Certificate of Designations. In the event of the Company’s redemption of any of the Preferred Shares under

this Section 5(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict

future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for such Holder. Accordingly,

any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such

Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption upon a Triggering Event shall not constitute

an election of remedies by the applicable Holder or any other Holder, and all other rights and remedies of each Holder shall be preserved.

For the avoidance of doubt, the original issue discount with respect to the purchase price of the Preferred Shares, as described in the

Securities Purchase Agreement (collectively, the “Trigger Event Conversion Shares”) shall not be redeemed in accordance

with this Section 5(b) but may be converted by such Holder into Common Stock pursuant to the terms of this Certificate of Designations.

(c)

Mandatory Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any

conversion that is then required or in process, upon any Bankruptcy Triggering Event, whether occurring prior to or following the Outside

Date, the Company shall immediately redeem, in cash, each of the Preferred Shares then outstanding at a redemption price equal to the

applicable Triggering Event Redemption Price (calculated as if such Holder shall have delivered the Triggering Event Redemption Notice

immediately prior to the occurrence of such Bankruptcy Triggering Event), without the requirement for any notice or demand or other action

by any Holder or any other person or entity; provided, that a Holder may, in its sole discretion, waive such right to receive

payment upon a Bankruptcy Triggering Event, in whole or in part, and any such waiver shall not affect any other rights of such Holder

or any other Holder hereunder, including any other rights in respect of such Bankruptcy Triggering Event, any right to conversion, and

any right to payment of such Triggering Event Redemption Price or any other Redemption Price, as applicable.

Rights Upon Fundamental Transactions.

(a)

Assumption. The Company shall use its commercially reasonable efforts to not enter into or be party to a Fundamental Transaction

unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Certificate of Designations and the

other Transaction Documents in accordance with the provisions of this Section 6(a) pursuant to written agreements in form and substance

satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements

to deliver to each holder of Preferred Shares in exchange for such Preferred Shares a security of the Successor Entity evidenced by a

written instrument substantially similar in form and substance to this Certificate of Designations, including, without limitation, having

a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Shares held by the Holders and having similar

ranking to the Preferred Shares, and satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity)

is a publicly traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence

of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company”

shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity

had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor

Entity shall deliver to each Holder confirmation that there shall be issued upon conversion or redemption of the Preferred Shares at

any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets

or other property (except such items still issuable under Sections 7(a) and 17, which shall continue to be receivable thereafter)) issuable

upon the conversion or redemption of the Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded common

stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder would have been entitled to receive

upon the happening of such Fundamental Transaction had all the Preferred Shares held by each Holder been converted immediately prior

to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate

of Designations), as adjusted in accordance with the provisions of this Certificate of Designations. Notwithstanding the foregoing, such

Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6(a) to permit the Fundamental

Transaction without the assumption of the Preferred Shares. The provisions of this Section 6(a) shall apply similarly and equally to

successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Preferred

Shares.

- 9 -

(b)

Change of Control Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the

consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such

Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to each Holder (a “Change

of Control Notice”). At any time during the period beginning after a Holder’s receipt of a Change of Control Notice or

such Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the

immediately preceding sentence (as applicable) and ending on the later of twenty (20) Trading Days after (A) consummation of such Change

of Control or (B) the date of receipt of such Change of Control Notice, such Holder may require the Company to redeem all or any portion

of such Holder’s Preferred Shares by delivering written notice thereof (“Change of Control Redemption Notice”)

to the Company, which Change of Control Redemption Notice shall indicate the number of Preferred Shares such Holder is electing to have

the Company redeem. Each Preferred Share subject to redemption pursuant to this Section 6(b) shall be redeemed by the Company in cash

at a price equal to the product of the Change of Control Redemption Premium multiplied by the Stated Value (the “Change of Control

Redemption Price”). Redemptions required by this Section 6(b) shall have priority to payments to all other stockholders of

the Company in connection with such Change of Control. To the extent redemptions required by this Section 6(b) are deemed or determined

by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be

voluntary prepayments. Notwithstanding anything to the contrary in this Section 6(b), but subject to Section 4(d), until the applicable

Change of Control Redemption Price (together with any Late Charges thereon) is paid in full to the applicable Holder, the Preferred Shares

submitted by such Holder for redemption under this Section 6(b) may be converted, in whole or in part, by such Holder into Common Stock

pursuant to Section 4 or in the event the Conversion Date is after the consummation of such Change of Control, stock or equity interests

of the Successor Entity substantially equivalent to the Company’s shares of Common Stock pursuant to Section 4. In the event of

the Company’s redemption of any of the Preferred Shares under this Section 6(b), such Holder’s damages would be uncertain

and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability

of a suitable substitute investment opportunity for a Holder. Accordingly, any redemption premium due under this Section 6(b) is intended

by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and

not as a penalty. The Company shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation

of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and

within two (2) Trading Days after the Company’s receipt of such notice otherwise (the “Change of Control Redemption Date”).

Redemptions required by this Section 6(b) shall be made in accordance with the provisions of Section 12.

(c)

Tag Along Rights. In the event that one or more holders of Common Stock (the “Selling Stockholders”) propose

to Transfer (as defined below), in a single transaction or series of related transactions, shares of Common Stock (or equity interests

convertible into or exchangeable for Common Stock) constituting more than 50% of the outstanding Common Stock of the Company (a “Tag-Along

Sale”) to any third-party (the “Proposed Transferee”), each Holder shall have the right (but not the obligation)

to participate in such Tag-Along Sale on a pro rata basis (based on the number of Preferred Shares then held by such Holder on an as-converted

basis relative to the aggregate number of shares of Common Stock proposed to be sold by the Selling Stockholders) and on the same terms

and conditions as offered to the Selling Stockholders. For purposes of this Section 6(c), “Transfer” means any direct

or indirect sale, assignment, transfer, pledge, hypothecation, or other disposition, whether voluntary or involuntary, of any equity

securities or any legal or beneficial interest therein, including by merger, consolidation, equity exchange or other similar transaction.

The Selling Stockholders shall deliver written notice (a “Tag-Along Notice”) to each Holder not less than twenty (20)

Trading Days prior to the expected closing of the Tag-Along Sale, which notice shall include: (i) the name and address of the Proposed

Transferee, (ii) the number and type of securities proposed to be Transferred, (iii) the proposed purchase price and form of consideration,

and (iv) the other material terms and conditions of the proposed Transfer. Each Holder electing to exercise its tag-along right shall

notify the Selling Stockholders and the Company in writing (a “Tag-Along Election Notice”) within ten (10) Trading

Days after receipt of the Tag-Along Notice, specifying the number of shares (on an as-converted basis) such Holder wishes to include

in the Tag-Along Sale. If a Holder exercises its tag-along rights, the Selling Stockholders shall use commercially reasonable efforts

to cause the Proposed Transferee to purchase the applicable Preferred Shares of such Holder on the same terms and conditions, and for

the same per share consideration on an as-converted basis, as the shares of Common Stock to be sold by the Selling Stockholders. If the

Proposed Transferee refuses to purchase all of the securities proposed to be sold, the number of shares to be sold by the Selling Stockholders

and participating Holders shall be reduced pro rata, and no shares may be Transferred to the Proposed Transferee unless the rights of

the participating Holders under this Section 6(c) have been fully complied with.

- 10 -

Rights Upon Issuance of Purchase Rights, Dilutive Issuances, and Other Corporate Events. From and after the date hereof and until

such time as all Preferred Shares shall be issued and there shall be no Preferred Share remaining outstanding and, to the extent application,

except with respect to an Exempt Issuance:

(a)

Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase

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

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

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

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

of the Preferred Shares) held by such Holder immediately prior to the date on which a record is taken for the grant, issuance or sale

of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be

determined for the grant, issue or sale of such Purchase Rights (provided, that, to the extent that such Holder’s right

to participate in any such Purchase Right would result in such Holder exceeding the Maximum Percentage, then such Holder shall not be

entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such shares of Common

Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held

in abeyance for such Holder until such time or times, if ever, as its right thereto would not result in such Holder exceeding the Maximum

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

Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such

limitation).

(b)

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

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

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

insure that each Holder will thereafter have the right to receive upon a conversion of all the Preferred Shares held by such Holder (i)

in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which such Holder would

have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the consummation

of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares contained

in this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities

or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such

amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been issued with conversion

rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate

with the Conversion Rate. Provision made pursuant the proceeding sentence shall be in a form and substance satisfactory to the Required

Holders. The provisions of this Section 7(b) shall apply similarly and equally to successive Corporate Events and shall be applied without

regard to any limitations on the conversion or redemption of the Preferred Shares contained in this Certificate of Designations.

- 11 -

(c)

Dilutive Issuance. If the Company or any Subsidiary thereof, as applicable, at any time while any of the Preferred Shares is outstanding,

shall issue shares of Common Stock or Common Stock Equivalents or sell or grant any option to purchase, or sell or grant any right to

reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares

of Common Stock or Common Stock Equivalents, at an effective price per share less than the Conversion Price then in effect (such lower

price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being

understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents so issued shall at any time, whether

by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to

warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock

at an effective price per share that is less than the Conversion Price, such issuance shall be deemed to have occurred for less than

the Conversion Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each

Dilutive Issuance the Conversion Price shall be reduced and only reduced to the Base Share Price. Such adjustment shall be made whenever

such shares of Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid

or issued under this Section 7(c) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the

Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section

5(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing

terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides

a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any Dilutive Issuance, each Holder is entitled to receive

a number of Conversion Shares based upon the Base Share Price regardless of whether such Holder accurately refers to the Base Share Price

in the Notice of Conversion. If the Company enters into a transaction for Variable-Priced Equity-Linked Instruments (as defined in the

Purchase Agreement), despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued shares of

Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted

or exercised.

(d)

Leak-out. All Holders of Preferred Shares collectively shall not, on any Trading Day, sell a number of Conversion Shares which

equals more than 10% of the total daily share volume as reported by the applicable Trading Market. The foregoing limitation shall not

apply to any sale of Conversion Shares at a price equal to or greater than 115% of the Closing Sale Price for the Common Stock on the

prior Trading Day.

[Reserved].

Company Optional Redemption. At any time that no Equity Conditions Failure exists, 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 110% of the Stated Value plus all accrued and unpaid dividends thereon until the applicable Company

Optional Redemption Date. The Company may exercise its right to require redemption under this Section 9 by delivering a written notice

thereof by facsimile or 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”). The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption

Notice shall be irrevocable. 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 one hundred (100) Trading Days following the Company Optional Redemption Notice Date, (y) certify that there has been no Equity

Conditions Failure and (z) 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. Notwithstanding anything herein to the contrary, (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption

Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall

provide each Holder a subsequent notice to that effect and (B) unless such Holder waives the Equity Conditions Failure, the Company Optional

Redemption with respect to such Holder shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void

and (ii) 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. Redemptions made pursuant to this Section 9 shall be

made in accordance with Section 12. 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 continuing, but any Triggering Event shall have no effect upon

any Holder’s right to convert Preferred Shares in its discretion.

- 12 -

10.

Non-circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation

(as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,

transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in

good faith carry out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights

of the Holders. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other

Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion

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

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

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

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

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

(without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the seventy-five

(75) calendar day anniversary of the Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full

for any reason (other than pursuant to restrictions set forth in Section 4(d)(i)), 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 of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve and

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

a number of shares of Common Stock, as of any date of determination, for each of the Preferred Shares in accordance with the following

formula:

2.5 = Share Reserve

(T)

The

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

determination;

The

applicable Conversion Base Price as of such date of determination;

provided,

that the Share Reserve shall in no event be less than 250% of the number of shares of Common Stock as shall from time to time be necessary

to effect the conversion of all of the Preferred Shares then outstanding (without regard to any limitations on conversions) (the “Required

Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved)

shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on the Initial Issuance

Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the

event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated

a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person

which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number

of the Preferred Shares then held by the Holders.

- 13 -

(b)

Insufficient Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, while any of the Preferred Shares

remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation

to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve

Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the

Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount

for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the

date of the occurrence of an Authorized Share Failure, but in no event later than forty five (45) days after the occurrence of such Authorized

Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares

of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its

reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause

its board of directors to recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited

from issuing shares of Common Stock to a Holder upon any conversion due to the failure by the Company to have sufficient shares of Common

Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized

Failure Shares”), in lieu of delivering such Authorized Failure Shares to such Holder, the Company shall pay cash in exchange

for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum

of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any

Trading Day during the period commencing on the date such Holder delivers the applicable Conversion Notice with respect to such Authorized

Failure Shares to the Company and ending on the date of such issuance and payment under this Section 11(a); and (ii) to the extent such

Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder

of Authorized Failure Shares, any brokerage commissions, if any, of such Holder incurred in connection therewith. Nothing contained in

Section 11(a) or this Section 11(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.

12.

Redemptions.

(a)

General. If a Holder has submitted a Triggering Event Redemption Notice in accordance with Section 5(b), the Company shall deliver

the applicable Triggering Event Redemption Price and the applicable number of Trigger Event Conversion Shares to such Holder in cash

within five (5) Business Days after the Company’s receipt of such Holder’s Triggering Event Redemption Notice. If a Holder

has submitted a Change of Control Redemption Notice in accordance with Section 6(b), the Company shall deliver the applicable Change

of Control Redemption Price to such Holder in cash concurrently with the consummation of such Change of Control if such notice is received

prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice

otherwise. If a Holder has submitted an Outside Date Redemption Notice in accordance with Section 13, the Company shall deliver the applicable

Outside Date Redemption Price to such Holder in cash on the applicable Outside Date Redemption Date. If a Holder has submitted a Financing

Redemption Notice in accordance with Section 13, the Company shall deliver the applicable Financing Redemption Price to such Holder in

cash on the applicable Financing Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to each

Holder in cash on the applicable Company Optional Date. In the event of a redemption of less than all of the Preferred Shares, the Company

shall promptly cause to be issued and delivered to such Holder a new Preferred Certificate (in accordance with Section 20) representing

the number of Preferred Shares which have not been redeemed. In the event that the Company does not pay the applicable Redemption Price

to a Holder within the time period required for any reason (except if such payment is prohibited pursuant to the NRS), at any time thereafter

and until the Company pays such unpaid Redemption Price in full, such Holder shall have the option, in lieu of redemption, to require

the Company to promptly return to such Holder all or any of the Preferred Shares that were submitted for redemption and for which the

applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice,

(x) the applicable Redemption Notice shall be null and void with respect to such Preferred Shares, (y) the Company shall immediately

return the applicable Preferred Share Certificate, or issue a new Preferred Share Certificate (in accordance with Section 20(d)), to

such Holder, and in each case the Additional Amount of such Preferred Shares shall be increased by an amount equal to the difference

between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12(a), if applicable) minus

(2) the Stated Value portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of such Preferred Shares

shall be automatically adjusted with respect to each conversion effected thereafter by such Holder to the lowest of (A) the Conversion

Price as in effect on the date on which the applicable Redemption Notice is voided, (B) 80% of the lowest Closing Bid Price of the Common

Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and

ending on and including the date on which the applicable Redemption Notice is voided and (C) 75% of the quotient of (I) the sum of the

five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day

immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period).

A Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the

Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to

the Preferred Shares subject to such notice.

- 14 -

(b)

Redemption by Multiple Holders. Upon the Company’s receipt of a Redemption Notice from any Holder for redemption or repayment

as a result of an event or occurrence substantially similar to the events or occurrences described in Section 5(b) or Section 6(b), the

Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to each other Holder by facsimile or

electronic mail a copy of such notice. If the Company receives one or more Redemption Notices, during the seven (7) Business Day period

beginning on and including the date which is three (3) Business Days prior to the Company’s receipt of the initial Redemption Notice

and ending on and including the date which is three (3) Business Days after the Company’s receipt of the initial Redemption Notice

and the Company is unable to redeem all principal, interest and other amounts designated in such initial Redemption Notice and such other

Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each Holder

based on the principal amount of the Preferred Shares submitted for redemption pursuant to such Redemption Notices received by the Company

during such seven (7) Business Day period.

(c)

Redemption Upon Subsequent Financing. At any time, any Holder may require the Company to redeem (a “Financing Redemption”)

Preferred Shares held by such Holder at a purchase price equal to 100% of the Conversion Amount of such Preferred Shares (the “Financing

Redemption Price”) from the proceeds of any new issuance of public or private equity or debt securities (including, for the

avoidance of doubt, proceeds from any equity line of credit or committed equity financing facility), or from the proceeds of any exercise

of existing warrants of the Company, by delivery of written notice thereof (the “Financing Redemption Notice”) to

the Company. The amount of such redemption shall be: (i) an amount equal to twenty-five percent (25%) of the net proceeds received by

the Company (or any of its Subsidiaries) until such time as the cumulative total of all net proceeds received is equal to or less than

$10,000,000; and (ii) thirty-five percent (35%) of the net proceeds received by the Company (or any of its Subsidiaries) thereafter.

The Financing Redemption Notice shall state the date the Company is required to pay to such Holder such Financing Redemption Price (the

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

of such Mandatory Redemption Notice. Such redemption obligation shall apply only if the VWAP of the Common Stock for at least five (5)

consecutive Trading Days immediately prior to the Holder’s redemption request is less than the Conversion Price then in effect.

Redemptions required by this section 12(c) shall be made in accordance with the provisions of Section 12.

13.

Holder Optional Redemption after Outside Date. At any time after the Outside Date, any Holder may require the Company to redeem

(a “Outside Date Redemption”) all or any number of Preferred Shares held by such Holder at a purchase price equal

to 100% of the Conversion Amount of such Preferred Shares (the “Outside Date Redemption Price”) by delivery of written

notice thereof (the “Outside Date Redemption Notice”) to the Company. The Outside Date Redemption Notice shall state

the date the Company is required to pay to such Holder such Outside Date Redemption Price (the “Outside Date Redemption Date”),

which date shall be no earlier than ten (10) Business Days following the date of delivery of such Mandatory Redemption Notice. Redemptions

required by this Section 13 shall be made in accordance with the provisions of Section 12.

14.

Voting Rights. Holders of Preferred Shares shall have no voting rights, except as required by law (including without limitation,

the NRS) and as expressly provided in this Certificate of Designations.

15.

Covenants.

(a)

Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

incur or guarantee, assume or suffer to exist any Indebtedness (other than Permitted Debt) and shall not modify, waive or replace any

Permitted Debt.

(b)

Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

allow or suffer to exist any Lien upon or in any property or assets (including accounts and contract rights) owned by the Company or

any of its Subsidiaries other than Permitted Liens.

(c)

Restricted Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,

whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other

than any amounts payable pursuant to this Certificate of Designations) whether by way of payment in respect of principal of (or premium,

if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment,

(i) an event constituting a Triggering Event has occurred and is continuing or (ii) an event that with the passage of time and without

being cured would constitute a Triggering Event has occurred and is continuing.

- 15 -

(d)

Restriction on Asset Transfers. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, enter into any Asset Transfer with respect to any assets or rights of the Company or any Subsidiary owned or hereafter acquired

to any Person(s) (including, without limitation, to any foreign Subsidiary), other than (i) Asset Transfers in the ordinary course of

business consistent with its past practice and (ii) sales of inventory and product in the ordinary course of business.

(e)

Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Outside Date.

(f)

Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated

to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental

thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their

corporate structure or purpose.

(g)

Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and

in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its

business makes such qualification necessary.

(h)

Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary

wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which

it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(i)

Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary

or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or

material to the conduct of its business in full force and effect.

(j)

Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible

and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business

interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts

and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally

in accordance with sound business practice by companies in similar businesses similarly situated.

(k)

Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend

or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer

or exchange of property or assets of any kind or the rendering of services of any kind) with any Subsidiary or Affiliate, except in the

ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation

of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable

arm’s length transaction with a Person that is not a Subsidiary or Affiliate thereof.

(l)

Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Holders of sixty-five

percent (65%) in aggregate principal amount of the Preferred Shares then outstanding, (i) issue any Preferred Shares (other than as contemplated

by the Securities Purchase Agreement and this Certificate of Designations) or (ii) issue any other securities that would cause a breach

or default under this Certificate of Designations or the Warrants.

- 16 -

16.

Liquidation, Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out

of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation

Funds”), before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock

then outstanding, an amount per Preferred Share equal to the greater of (i) 200% of Stated Value or (ii) the amount the Holder would

receive if such Holder converted such Preferred Shares into Common Stock immediately prior to the date of such payment, including accrued

and unpaid dividends; provided, that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders and

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

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

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

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

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

Event to be distributed to the Holders in accordance with this Section 16. All the preferential amounts to be paid to the Holders under

this Section 16 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution

of any Liquidation Funds of the Company to the holders of shares of Junior Stock in connection with a Liquidation Event as to which this

Section 16 applies.

17.

Distribution of Assets. If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire

its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation,

any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate

rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then each Holder, as holders

of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares of Common Stock acquirable

upon complete conversion of the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of

the Preferred Shares) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken,

the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, that, to the extent

that such Holder’s right to participate in any such Distribution would result in such Holder exceeding the Maximum Percentage,

then such Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership

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

shall be held in abeyance for such Holder until such time or times as its right thereto would not result in such Holder exceeding the

Maximum Percentage, at which time or times, if any, such Holder shall be granted such rights (and any rights under this Section 17 on

such initial rights or on any subsequent such rights to be held similarly in abeyance) to the same extent as if there had been no such

limitation).

18.

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

or written consent of the holders of a greater number of shares is required by law or by another provision of the Articles 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 Articles of Incorporation or Bylaws, or file any certificate of designations or articles of amendment of any series of shares

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

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

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

of Preferred Shares; (c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise) any new

class or series of shares that has a preference over or is on a parity with the Preferred Shares with respect to dividends or the distribution

of assets on the liquidation, dissolution or winding up of the Company; (d) purchase, repurchase or redeem any shares of capital stock

of the Company junior in rank to the Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been

approved by the Board) with employees giving the Company the right to repurchase shares upon the termination of services); (e) without

limiting any provision of Section 2, pay dividends or make any other distribution on any shares of any capital stock of the Company junior

in rank to the Preferred Shares; (f) issue any Preferred Shares other than pursuant to the Securities Purchase Agreement; or (g) without

limiting any provision of Section 9, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred

Shares.

19.

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

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20.

Reissuance of Preferred Certificates.

(a)

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

Certificate to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new Preferred Share

Certificate (in accordance with Section 20(d)), registered as such Holder may request, representing the outstanding number of Preferred

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

Preferred Share Certificate (in accordance with Section 20(d)) to such Holder representing the outstanding number of Preferred Shares

not being transferred. Such Holder and any assignee, by acceptance of the Preferred Share Certificate, acknowledge and agree that, by

reason of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number

of Preferred Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred

Shares.

(b)

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

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

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

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance

with Section 20(d)) representing the applicable outstanding number of Preferred Shares.

(c)

Preferred Share Certificate Exchangeable for Different Denominations. Each Preferred Share Certificate is exchangeable, upon the

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

Share Certificate(s) (in accordance with Section 20(d)) representing in the aggregate the outstanding number of the Preferred Shares

in the original Preferred Share Certificate, and each such new Preferred Share Certificate will represent such portion of such outstanding

number of Preferred Shares from the original Preferred Share Certificate as is designated by such Holder at the time of such surrender.

(d)

Issuance of New Preferred Share Certificate. Whenever the Company is required to issue a new Preferred Share Certificate pursuant

to the terms of this Certificate of Designations, such new Preferred Share Certificate (i) shall represent, as indicated on the face

of such Preferred Share Certificate, the number of Preferred Shares remaining outstanding (or in the case of a new Preferred Share Certificate

being issued pursuant to Section 20(a) or Section 20(c), the number of Preferred Shares designated by such Holder which, when added to

the number of Preferred Shares represented by the other new Preferred Share Certificates issued in connection with such issuance, does

not exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate immediately prior to such

issuance of new Preferred Share Certificate), and (ii) shall have an issuance date, as indicated on the face of such new Preferred Share

Certificate, which is the same as the issuance date of the original Preferred Share Certificate.

21.

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

shall be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction

Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall

limit any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of

this Certificate of Designations. The Company covenants to each Holder that there shall be no characterization concerning this instrument

other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and

the computation thereof) shall be the amounts to be received by a Holder and shall not, except as expressly provided herein, be subject

to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore

agrees that, in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available

remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss

and without any bond or other security being required. The Company shall provide all information and documentation to a Holder that is

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

this Certificate of Designations.

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22.

Payment of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection

or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under

this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations

or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’

rights and involving a claim under this Certificate of Designations, then the Company shall pay the costs incurred by such Holder for

such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including,

without limitation, reasonable attorneys’ fees and disbursements.

23.

Construction; Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Company and the Holders

and shall not be construed against any such Person as the drafter hereof. The headings of this Certificate of Designations are for convenience

of reference and shall not form part of, or affect the interpretation of, this Certificate of Designations. Unless the context clearly

indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof.

The terms “including”, “includes”, “include” and words of like import shall be construed broadly

as if followed by the words “without limitation”, The terms “herein”, “hereunder”, “hereof”

and words of like import refer to this entire Certificate of Designations instead of just the provision in which they are found. Unless

expressly indicated otherwise, all section references are to sections of this Certificate of Designations. Terms used in this Certificate

of Designations and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to

such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Required Holders.

24.

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

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

preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing

and signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted

by the Company and all Holders and shall not be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing

contained in this Section 24 shall permit any waiver of any provision of Section 4(d).

25.

Dispute Resolution.

(a)

Submission to Dispute Resolution.

(i)

In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a VWAP or a fair market value or

the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as the case may be) (including, without limitation,

a dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case may be) shall submit

the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Business Days after the occurrence

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

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

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

Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial

notice by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such

Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii)

Such Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 25(a)(ii) 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).

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(iii)

The Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such

Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b)

Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 25(b) constitutes an agreement to arbitrate

between the Company and each Holder (and constitutes an arbitration agreement) under §7501, et seq. of the New York Civil Practice

Law and Rules (“CPLR”) and that any Holder is authorized to apply for an order to compel arbitration pursuant to CPLR

§7503(a) in order to compel compliance with this Section 25(b), (ii) the terms of this Certificate of Designations and each other

applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute,

such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such

investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving

such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations

and any other applicable Transaction Documents, (iii) the applicable Holder (and only such Holder with respect to disputes solely relating

to such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 25(b) to any state or federal

court sitting in the City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 25(b) and (iv)

nothing in this Section 25(b) shall limit such Holder from obtaining any injunctive relief or other equitable remedies (including, without

limitation, with respect to any matters described in this Section 25(b)).

26.

Notices; Currency; Payments.

(a)

Notices. The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to

the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor. Whenever

notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing

and shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide each Holder with prompt

written notice of all actions taken pursuant to this Certificate of Designations, including in reasonable detail a description of such

action and the reason therefore. Without limiting the generality of the foregoing, the Company shall give written notice to each Holder

(i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such

adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect

to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible

Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining

rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided that, in each case, such information

shall be made known to the public prior to or in conjunction with such notice being provided to such Holder.

(b)

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

and all amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts denominated in other currencies

(if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange

Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Certificate of Designations,

the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed

that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such

period of time).

(c)

Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations,

unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified

check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided

to the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers

attached to the Securities Purchase Agreement); provided, that such Holder may elect to receive a payment of cash via wire transfer

of immediately available funds by providing the Company with prior written notice setting out such request and such Holder’s wire

transfer instructions. Whenever any amount expressed to be due by the terms of this Certificate of Designations is due on any day which

is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount due under the Transaction

Documents which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest

on such amount at the rate of nine percent (9%) per annum from the date such amount was due until the same is paid in full (“Late

Charge”).

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27.

Waiver of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and

all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of

Designations and the Securities Purchase Agreement.

28.

Governing Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning

the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws

of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New

York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

Except as otherwise required by Section 25, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal

courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,

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

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

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

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

or construed to limit, any provision of Section 25. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO

REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS

OR ANY TRANSACTION CONTEMPLATED HEREBY.

29.

Judgment Currency.

(a)

If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 29 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on

the Trading Day immediately preceding:

(i)

the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of

which such conversion is made pursuant to this Section 29(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b)

If in the case of any proceeding in the court of any jurisdiction referred to in Section 29(a)(ii), there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of U.S. dollars which could have been purchased with the amount of Judgment

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

(c)

Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Certificate of Designations.

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30.

Severability. If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid

or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall

be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such

provision shall not affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of

Designations as so modified continues to express, without material change, the original intentions of the parties as to the subject matter

hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective

expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred

upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)

with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

31.

Maximum Payments. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed

to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the

event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments

in excess of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

32.

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 Articles of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares

may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders,

all in accordance with the applicable rules and regulations of the 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. This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting

duly called for such purpose, or written consent without a meeting in accordance with the 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 Articles of

Incorporation.

33.

Most Favored Nation Protection. So long as any of the Preferred Shares are outstanding, upon any issuance by the Company of any

new security or any change to the terms of the Warrants (but excluding any Exempt Issuance), with any term that any Holder reasonably

believes is more favorable to the holder of such security or with a term in favor of the holder of such security that any Holder reasonably

believes was not similarly provided to the Holders of the Preferred Shares, then (i) such Holder shall notify the Company of such additional

or more favorable term within three (3) Trading Days of the issuance or amendment (as applicable) of the respective security or if later,

within three (3) Trading Days of the Company providing holder written notice of the transaction accompanied by copies of the definitive

transaction documents, and (ii) such term, at the Holder’s option, shall become a part of this Certificate of Designations (regardless

of whether the Company or Holder complied with the notification provision of this Certificate of Designations or the Purchase Agreement).

The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited

to, terms addressing conversion or exercise discounts, conversion or exercise lookback periods, and discounts to the effective price

per share of an offering. If such Holder elects to have the term become a part of this Certificate of Designations, then the Company

shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgement”)

within one (1) Trading Day of Company’s receipt of request from Holder, provided that Company’s failure to timely provide

the Acknowledgement shall not affect the automatic amendments contemplated hereby.

34.

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

(a)

“Affiliate”, “Closing Date” (which is the date the Company initially issued the Preferred Shares

and the Warrants pursuant to the terms of the Securities Purchase Agreement), “Indebtedness”, “Intellectual

Property Rights”, “Lien”, “Transaction Documents”, “Warrants” and

“Warrant Shares” each shall have the meaning ascribed to such terms in the Securities Purchase Agreement.

(b)

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

- 22 -

(c)

“Additional Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all declared

and unpaid Dividends on such Preferred Share.

(d)

“Asset Transfer” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, conveyance, transfer,

assignment or other disposition to, or any exchange of property (other than cash) with, any Person of, or any other transaction permitting

any Person to acquire, in one transaction or a series of transactions, any interest in, all or any part of a business or any property

of any kind (other than cash) including a spin-off, split-off, sale, factoring at maturity, collection of or other disposal, with or

without recourse, of any notes or accounts receivable.

(e)

“Bloomberg” means Bloomberg, L.P.

(f)

“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.

(g)

“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct

or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification

of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization

or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and,

directly or indirectly, are, in all material respects, such holders of the voting power of the surviving entity (or entities with the

authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity

or entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely

for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries.

(h)

“Change of Control Redemption Premium” means 200%.

(i)

“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 applicable Trading Market, as reported by Bloomberg, or,

if the applicable Trading 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 foregoing does not apply, the last closing bid price or last trade price, respectively,

of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no

closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the

ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc.

(formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date

on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall

be the fair market value as mutually determined by the Company and the Required Holder. If the Company and the Required Holders are unable

to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section

25. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

(j)

“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.

(k)

“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.

(l)

“Current Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns

any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part

of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

(m)

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

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(n)

“Eligible Market” means the Trading Market (as defined in the Securities Purchase Agreement).

(o)

“Equity Conditions” means, with respect to a given date of determination: (i) on each day during the period beginning

thirty calendar days prior to the applicable date of determination or, if the Company has been listed on an Eligible Market for less

than thirty calendar days, beginning on the initial listing date, and ending on and including the applicable date of determination (the

“Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation (as applicable) on an

Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2)

days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or

suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable

notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such Eligible

Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market on which the Common Stock

is then listed or designated for quotation, and all cure periods afforded by such Eligible Market have passed (as applicable); (ii) during

the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of the Preferred

Shares on a timely basis as set forth in Section 4 and all other shares of capital stock required to be delivered by the Company on a

timely basis as set forth in the other Transaction Documents; (iii) any shares of Common Stock to be issued in connection with the event

requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination)

may be issued in full without violating Section 4(d); (iv) any shares of Common Stock to be issued in connection with the event requiring

determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without

regards to any limitations on conversion set forth herein)) may be issued in full without violating the rules or regulations of the Eligible

Market on which the Common Stock is then listed or designated for quotation (as applicable); (v) on each day during the Equity Conditions

Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not

been abandoned, terminated or consummated; (vi) the Holder shall not be in possession of any material, non-public information provided

to any of them by the Company, any of its Subsidiaries, Affiliates or any of their respective staff members (whether classified as employees

or independent contractors), officers, directors, managers, managing members, representatives, agents or the like; (vii) on each day

during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached

any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or

materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including,

without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (viii) on each

Trading Day during the Equity Conditions Measuring Period, there shall not have occurred any Price Failure as of such applicable date

of determination; (ix) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing and the applicable

Required Minimum Securities Amount of shares of Common Stock are available under the Articles of Incorporation of the Company and reserved

by the Company to be issued pursuant to the Preferred Shares and (B) all shares of Common Stock to be issued in connection with the event

requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination

(without regards to any limitations on conversion set forth herein)) may be issued in full without resulting in an Authorized Share Failure;

(x) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist a Triggering Event

or an event that with the passage of time or giving of notice would constitute a Triggering Event; and (xi) the shares of Common Stock

issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading

without restriction on an Eligible Market.

(p)

“Equity Conditions Failure” means, as of any given date of determination, that on any day during the period commencing

twenty (20) Trading Days prior to such date of determination, the Equity Conditions have not been satisfied (or waived in writing by

the applicable Holder).

- 24 -

(q)

“Exempt Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, directors, advisors

or independent contractors of the Company; provided, that such issuance is approved by a majority of the board of directors of

the Company; and provided, further, that such issuance shall not exceed in the aggregate 5% of the outstanding shares of

Common Stock without the prior approval of the Required Holders; (ii) securities issued upon the exercise or exchange of or conversion

of any Preferred Shares issued hereunder; (iii) shares of Common Stock under the provisions of an Equity Line of Credit extended by Ascent

Partners Fund LLC or its designee or affiliate; and (iv) shares of Common Stock or Common Stock Equivalents issuable upon conversion,

exercise, or exchange of other securities issued by the Company prior to the effective date of the Securities Purchase Agreement, provided

that the terms of such securities have not been amended since the effective date of the Securities Purchase Agreement to increase the

number of such securities or to decrease the exercise price or conversion price of such securities; provided, further, that notwithstanding

anything to the contrary herein, the issuance of shares of the Company’s Common Stock issuable upon the conversion of Series B-1

Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, k, Series C Preferred Stock, and Series D Preferred Stock in

accordance with the terms of the Certificates of Designation for such classes, shall be considered an Exempt Issuance.

(r)

“Fundamental Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in

one or more related transactions, (1) consolidate or merge with or into (except where the Company or any of its Subsidiaries is the surviving

corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all

of its respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer

that is accepted by such holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares

of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making

or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination

(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby

such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting

Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons

making or party to, such stock or share purchase agreement or other business combination), or (5) the Company or any of its Subsidiaries

shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock (which shall

not include a reverse stock split), or (ii) any “person” or “group” (as these terms are used for purposes of

Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) shall initially become, at a time after

the effective date of the Securities Purchase Agreement, the “beneficial owner” (as defined in Rule 13d-3 under the 1934

Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the

Company.

(s)

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

(t)

“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.

(u)

“Holder Pro Rata Amount” means, with respect to any Holder, a fraction (i) the numerator of which is the number of

Preferred Shares issued to such Holder pursuant to the Securities Purchase Agreement on the Initial Issuance Date and (ii) the denominator

of which is the number of Preferred Shares issued to all Holders pursuant to the Securities Purchase Agreement on the Initial Issuance

Date.

(v)

“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.

(w)

“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date,

directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person

or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing,

collectively, “New Subsidiaries”.

(x)

“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible

Securities.

(y)

“Outside Date” shall mean June 11, 2027.

(z)

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose

common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent

Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Change of Control.

- 25 -

(aa)

“Permitted Debt” means (i) Indebtedness as in effect as of the Subscription Date, (ii) Indebtedness secured by Permitted

Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens; (iii) any borrowing that the Company

may undertake as secured by its intellectual property.; (iv) trade payables and accrued expenses incurred in the ordinary course of business

consistent with past practice; (v) liabilities not required by GAAP to be reflected in the Company’s financial statements and not

required to be disclosed in filings made with the SEC; and (v) short-term working capital loans used to finance specific company expenses,

taken in a manner generally consistent with past practice, and not to exceed $1.5 million in the aggregate in any calendar year.

(bb)

“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate

proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary

course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation

of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business

with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv)

Liens (A) upon or in any equipment, fixtures, or other tangible asset acquired or held by the Company or any of its Subsidiaries to secure

the purchase price of such equipment, fixtures, or other tangible asset or Indebtedness incurred solely for the purpose of financing

the acquisition or lease of such equipment, fixtures, or other tangible asset or (B) existing on such equipment, fixtures, or other tangible

asset at the time of its acquisition, provided, that the Lien is confined solely to the property so acquired and improvements

thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $1.5 million

without written consent of the Required Holders, (v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness

secured by Liens of the type described in clause (iv) above, provided, that any extension, renewal or replacement Lien shall be

limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced

does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties

in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting

a Triggering Event under Section 5(a)(xi); (viii) Liens with respect to the Permitted Senior Indebtedness; and (ix) Liens in effect as

of the Subscription Date

(cc)

“Permitted Senior Indebtedness” means the Indebtedness as in effect as of the date hereof.

(dd)

“Person” means an individual, partnership, corporation, incorporated or unincorporated association, limited liability

company, limited liability partnership, joint stock company, land trust, business trust or unincorporated organization, or a government

or agency, department or other subdivision thereof or other entity of any kind.

(ee)

“Price Failure” means, with respect to a particular date of determination, that the average of the VWAP of the Common

Stock over the five (5) consecutive Trading Days ending on the Trading Day immediately prior to such date is less than 110% of the Conversion

Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after

the Subscription Date). The average shall be calculated by dividing (i) the sum of the VWAPs for each of the five (5) Trading Days by

(ii) five (5). 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.

(ff)

“Redemption Notices” means, collectively, the Triggering Events Redemption Notices, the Outside Date Redemption Notice

and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice”.

(gg)

“Redemption Premium” means 200%.

(hh)

“Redemption Prices” means, collectively, Triggering Event Redemption Prices and the Change of Control Redemption Prices,

and each of the foregoing, individually, a “Redemption Price”.

(ii)

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

(jj)

“Securities Purchase Agreement” means that certain securities purchase agreement by and among the Company and the

initial holders of Preferred Shares, dated as of the Subscription Date, as may be amended from time in accordance with the terms thereof.

- 26 -

(kk)

“Solvent” means, with respect to any Person, that on the date of determination such Person is able to pay all liabilities

of such Person as such liabilities mature and does not have unreasonably small capital. In computing the amount of contingent or unliquidated

liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing

at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

(ll)

“Stated Value” shall mean $10.00 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.

(mm)

“Subscription Date” means October 27, 2025.

(nn)

“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries,

and each of the foregoing, individually, a “Subsidiary”.

(oo)

“Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting

from or surviving any Change of Control or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such

Change of Control shall have been entered into.

(pp)

“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 applicable Trading Market; 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 Required Holders 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.

(qq)

“Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders

thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers,

trustees or other similar governing body of such Person (irrespective of whether or not at the time capital stock of any other class

or classes shall have or might have voting power by reason of the happening of any contingency).

(rr)

“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the applicable

Trading Market during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by

Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average

price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning

at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted

average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest

closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc.

(formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of

such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company

and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance

with the procedures in Section 25. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock

combination, recapitalization or other similar transaction during such period.

35.

Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations,

unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information

relating to the Company or any of its Subsidiaries, the Company shall within four (4) Business Days after any such receipt or delivery

publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes

that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate

to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, such Holder shall be allowed

to presume that all matters relating to such notice do not constitute material, non-public information relating to the Company or any

of its Subsidiaries. Nothing contained in this Section 35 shall limit any obligations of the Company, or any rights of any Holder, under

Section 4(i) of the Securities Purchase Agreement.

* * * *

- 27 -

WITNESS WHEREOF, the Company has caused this Certificate of Designations of Series G Convertible Preferred Stock of Our Bond, Inc.

to be signed by its Chief Executive Officer on this 11th day of June, 2026.

Our

Bond, Inc.

By:

/s/

Doron Kempel

Name:

Doron

Kempel

Title:

Chief

Executive Officer

- 28 -

EXHIBIT

OUR

BOND, INC.

CONVERSION

NOTICE

Reference

is made to the Amended and Restated Certificate of Designations, Preferences and Rights of the Series G Convertible Preferred Stock of

Our Bond, Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations,

the undersigned hereby elects to convert the number of shares of Series G Convertible Preferred Stock, $0.0001 par value per share (the

“Preferred Shares”), of Our Bond, Inc., a Nevada corporation (the “Company”), indicated below into

shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company, as of the date specified

below.

Date

of Conversion:

Aggregate

number of Preferred Shares to be converted:

Aggregate

Stated Value of such Preferred Shares to be converted:

Aggregate

accrued and unpaid Dividends and accrued and unpaid Late Charges with respect to such Preferred Shares and such Aggregate Dividends

to be converted:

AGGREGATE

CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion

Price:

Number

of shares of Common Stock to be issued:

Please

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

☐

Check

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

Issue

to:

☐

Check

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

DTC

Participant:

DTC

Number:

Account

Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax

ID:

Facsimile:

E-mail

Address:

- 29 -

EXHIBIT

ACKNOWLEDGMENT

The

Company hereby acknowledges this Conversion Notice and hereby directs _________________ to issue the above indicated number of shares

of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed

to by ________________________.

[________________________]

By:

Name:

Title:

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

AMENDMENT

NO. 2 TO

CERTIFICATE

OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

THE

SERIES C CONVERTIBLE PREFERRED STOCK OF

OUR

BOND, INC.

PURSUANT

TO SECTION 78.1955 OF THE

NEVADA

REVISED STATUTES

Doron Kempel, hereby certify that I am the Chief Executive Officer of Our Bond, Inc. (the “Company”), a corporation

incorporated and existing under Chapter 78 of the Nevada Revised Statutes (the “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 “Articles of Incorporation”), on September 16, 2025 the Company filed the

Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Company with the Nevada Secretary

of State.

On May 14, 2026, pursuant to the authority expressly conferred upon the Board by the Articles of Incorporation, the Company filed Amendment

No. 1 to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Company with the

Nevada Secretary of State.

On June 11, 2026, the Board of Directors of the Company and the requisite shareholders of the Company’s Series C Convertible Preferred

Stock duly adopted and approved the following resolutions adopting this Amendment No. 2 to the Certificate of Designations, Preferences

and Rights of the Series C Convertible Preferred Stock:

RESOLVED,

that the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock is hereby amended as follows:

Section 12(c) is hereby amended to read, in its entirety, as follows:

“(c)