Form 8-K

8-K — StableX Technologies, Inc.

Accession: 0001493152-26-019257

Filed: 2026-04-28

Period: 2026-04-27

CIK: 0001086745

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

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: Shareholder Nominations Pursuant to Exchange Act Rule 14a-11

Item: Regulation FD Disclosure

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-3.4 (ex3-4.htm)

EX-3.5 (ex3-5.htm)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-4.4 (ex4-4.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

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0001086745

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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):

April

27, 2026

Fabric.AI,

Inc.

StableX

Technologies, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-34643

98-0204758

(State

or other jurisdiction of

(Commission

(IRS

Employer

incorporation)

File

No.)

Identification

No.)

1185

Avenue of the Americas

New

York, NY 10036

(Address

of principal executive offices and zip code)

512-994-4917

(Registrant’s

telephone number, including area code)

StableX

Technologies, Inc.

(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

SBLX

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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.

Joint

Development and License Agreement

April 27, 2026, Fabric.AI, Inc. (the “Company”), entered into a Joint Development and License Agreement (the “JDA”)

with Kopin Corporation, a Delaware corporation (“Kopin”), pursuant to which the Company and Kopin agreed to collaborate on

the development and commercialization of Kopin’s interface for GPU-to-GPU connectivity and will work together to develop a prototype

and demonstration version of the Project Technology (as defined below) in accordance with one or more statements of work or purchase

orders (each, a “Development Plan”) agreed in writing between the parties from time to time, which shall set out the scope,

deliverables, timelines and other relevant terms of the applicable development activities. Any data communications chip technology that

is to be developed by either party in performance of any Development Plan is herein referred to as the “Project Technology.”

Pursuant

to the JDA, the Company has agreed to pay Kopin up to $15,000,000 for the development of the Project Technology through achievement of

at least one successful prototype demonstrations (a “Successful Demo”) in accordance with the Development Plan(s) and the

funding schedule agreed by the parties (the “Development Funds”). The Company has agreed to issue an initial purchase order

of $5,000,000 within 10 business days after the date on which the JDA was entered into, and payable within ten business days of Kopin’s

receipt of such purchase order. Further, the Company agreed that it will ensure that at least $5,000,000 of funds are available in a

segregated account to cover Development Plan needs. Following this initial purchase order, the Company will pay Kopin the remaining Development

Funds in installments in accordance with a time-based funding schedule agreed by the parties as part of the applicable Development Plan.

Following achievement of a Successful Demo, the parties agreed to negotiate in good faith for a period of one year to agree upon a funding,

development, manufacturing and commercialization plan for production deployment of the Project Technology, as agreed in writing by the

parties (the “Production Plan”), which is expected to include an additional payment by the Company of approximately $15,000,000

to $25,000,000.

Pursuant

to the JDA, Kopin must (i) provide the Company with periodic written reports not less than once per month concerning all material activities

undertaken in respect of the applicable Development Plan, (ii) keep the Company informed on a timely basis concerning all material progress

in the applicable Development Plan, and (iii) at the Company’s reasonable written request, from time to time, provide the Company

with information relating to the progress of the applicable Development Plan.

further consideration of Kopin’s contributions to the development of the Project Technology, the Company has agreed to issue to

Kopin shares of the Company’s Series J Convertible Preferred Stock, par value $0.0001 per share (“Series J Preferred Stock”),

constituting 19.9% of the pro forma fully-diluted outstanding shares of the Company’s common stock, par value $0.0001 per share

(the “Common Stock”), excluding shares of common stock underlying unexercised options, warrants, and other common stock equivalents,

subject to certain anti-dilution adjustments upon the sale or issuance of Common Stock or common stock equivalents, or the conversion

or exercise of outstanding common stock equivalents as further described below. Pursuant to the JDA, the Company agreed to take all actions

necessary to give full force and effect to the adjustment provisions set forth in the Certificate of Designations Series J Convertible

Preferred Stock (the “Series J Certificate of Designations”), including through the issuance of additional shares of Series

J Preferred Stock to Kopin in such amounts as may be required to ensure that the number of shares of Series J Preferred Stock issued

to Kopin are convertible into the Maximum Issuance (as defined below) upon each Dilutive Issuance or Dilutive Conversion (as each term

is defined below), as applicable, in accordance with the terms of the Series J Certificate of Designations.

Pursuant

to the JDA, the Company and Kopin have agreed to jointly and equally own all right, title, and interest in the Project Technology developed

under the JDA, while Kopin retains sole ownership of pre-existing technology in its possession on the date of the JDA, and any improvements

and modifications to such technology, excluding Project Technology (the “Background Technology”). Kopin has granted the Company

a non-exclusive, royalty-free, worldwide license under Kopin’s Background Technology for developing and commercializing the Project

Technology within the scope of the Company’s rights under the JDA. The Company has the exclusive worldwide rights to commercialize

the Project Technology in all commercial markets, subject to Kopin’s exclusive worldwide rights to commercialize the Project Technology

for or with respect to: (a) government agencies, departments, instrumentalities or other public sector bodies, including defense, intelligence,

national security and public research bodies; (b) military, defense or government intelligence end users; and (c) defense contractors,

subcontractors, integrators and other entities primarily engaged in supplying products or services to government, military, defense or

government intelligence markets, in each case on a worldwide basis. All products incorporating the Project Technology are required to

be manufactured exclusively by or on behalf of Kopin.

The

JDA provides for the establishment of a joint steering committee (the “JSC”) to oversee and coordinate the performance of

the JDA, consisting of two representatives from each of the Company and Kopin. Michael Murray, Kopin’s Chief Executive Officer,

will serve as one of Kopin’s representatives and as chairperson of the JSC. Members of the JSC may be compensated by the Company

and/or Kopin in a manner to be determined by the parties.

Either

the Company or Kopin may terminate the JDA upon sixty days’ written notice for material breach (subject to a cure period) or immediately

upon a bankruptcy event of the other party. In the event of termination arising from the Company’s breach, failure to fund, or

a bankruptcy event, Kopin has the right to continue to develop, use, and commercialize the Project Technology without restriction, and

the Company has agreed to assign to Kopin all of its right, title, and interest in the Project Technology.

Pursuant

to the JDA, the Company has agreed that, during the term of the JDA and for three years thereafter, neither the Company nor its affiliates

will (a) acquire beneficial ownership of more than 9.9% of the outstanding voting securities of Kopin; (b) make or participate in any

tender offer, exchange offer, merger or other business combination involving Kopin; (c) solicit proxies or consents with respect to securities

of Kopin; or (d) otherwise seek to obtain control of Kopin other than through a transaction approved by Kopin’s board of directors.

The

JDA contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations,

warranties and covenants contained in the JDA were made solely for the benefit of the parties to the JDA and may be subject to limitations

agreed upon by the parties.

The

foregoing description of the JDA does not purport to be complete and is qualified in its entirety by reference to the full text of the

JDA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Supply

Agreement

Concurrently

with the JDA, on April 27, 2026, the Company and Kopin also entered into that certain Commercial Supply Agreement (the “Supply

Agreement”). Under the Supply Agreement, Kopin has appointed the Company as the exclusive seller of any products incorporating

the Project Technology and developed under the JDA (the “Products”) to end users located worldwide, excluding countries subject

to comprehensive U.S. trade or economic sanctions (the “Territory”). Kopin has retained exclusive supply and distribution

rights with respect to the sale of Products to the automotive, military, and defense markets, and has the right to prioritize supply

to such markets.

The

Company is required to purchase its entire requirements for Products from Kopin, except following the occurrence of any of the following:

(a) Kopin’s failure to deliver at least 90% of the quantity of Products ordered by the Company in an accepted purchase order within

the applicable lead times agreed by the parties (plus a grace period of 30 days), in each case other than where such failure is due to

(x) supply constraints, component shortages or manufacturing limitations, or (y) compliance with Kopin’s other contractual, legal

or regulatory obligations; (b) Kopin’s written notice to the Company that Kopin will be unable to fulfill a material portion of

any purchase order; (c) Kopin’s failure, over two (2) consecutive quarters, to use commercially reasonable efforts to maintain

manufacturing capacity sufficient to support the Company’s forecasted requirements, as agreed between the parties; or (d) Kopin’s

discontinuation of manufacturing operations for the Products for a period of sixty (60) or more consecutive days (other than for scheduled

maintenance disclosed to the Company in advance), except, with regard to each of the foregoing, to the extent directly caused by (i)

acts beyond Kopin’s reasonable control; (ii) the Company’s failure to perform any of its obligations under the Supply Agreement;

(iii) Kopin’s compliance with any contractual, legal or regulatory obligation to prioritize supply to governmental, military or

defense customers; (iv) any increase in purchase orders or forecasted requirements by the Company that is not consistent with the most

recent forecast provided to Kopin or that exceeds agreed ramp-up parameters between the parties; or (v) any purchase order or requested

delivery date that does not comply with the applicable lead times agreed by the parties (each, an “Inability to Supply Event”).

In the event of an Inability to Supply Event, the Company may, solely to the extent necessary and subject to written agreement with Kopin,

manufacture Products in the Territory. Any such right terminates immediately upon Kopin’s ability to resume supply.

The

Company and Kopin have agreed to cooperate in good faith to develop a mutually acceptable manufacturing ramp-up plan (the “Ramp-Up

Plan”) which will include: (a) identification and procurement of tooling, equipment, and other capital assets required for factory

production of the Products; (b) qualification and sourcing of components and raw materials necessary for manufacture of the Products;

(c) establishment of a timeline for the commencement and scaling of commercial manufacturing operations; (d) a detailed budget setting

forth the estimated costs associated with each element of the Ramp-Up Plan. The parties intend to finalize the Ramp-Up Plan within one

year following successful completion of the product development phase under the JDA.

The

Supply Agreement has an initial term of four years commencing on the effective date, with automatic one-year renewal periods unless either

party provides written notice of non-renewal at least 90 days prior to the end of the then-current term. Upon expiration or termination,

all indebtedness of the Company to Kopin will become immediately due and payable, and the Company will be required to cease representing

itself as Kopin’s authorized representative and return or destroy all confidential information.

The

Supply Agreement also contains customary representations and warranties, indemnification provisions, product warranty provisions, confidentiality

obligations, insurance requirements, non-compete restrictions, and other miscellaneous terms.

The

foregoing description of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Supply Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Series

J Convertible Preferred Stock

The

terms of the Series J Preferred Stock are as set forth in the Series J Certificate of Designations, attached hereto as Exhibit 3.1 to

this Current Report on Form 8-K, which was filed with the Secretary of State for the State of Delaware on April 27, 2026.

The

Series J Preferred Stock will be convertible into shares of Common Stock (the “Series J Conversion Shares”) at the election

of the holder at any time at an initial conversion price of $2.51 (the “Series J Conversion Price”), which such Series J

Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like.

The

shares of Series J Preferred Stock will rank (i) pari passu to shares of the Company’s Series H-7 Convertible Preferred Stock,

par value $0.0001 per share (“Series H-7 Preferred Stock”), and any other class or series of capital stock expressly designated

as pari passu with the Series J Preferred Stock (“Parity Stock”) and (ii) senior to the Company’s Series A Junior Participating

Preferred Stock, par value $0.0001 per share, the Series H Preferred Stock, par value $0.0001 per share, the Series H Convertible Preferred

Stock, par value $0.0001 per share, the Series H-3 Convertible Preferred Stock, par value $0.0001 per share, the Series H-6 Convertible

Preferred Stock, par value $0.0001 per share, the Series I Convertible Preferred Stock, par value $0.0001 per share (“Series I

Preferred Stock”), and any other class or series of capital stock of the Company that is not expressly designated as Parity Stock

or senior in rank to the Series J Preferred Stock (“Senior Preferred Stock”) (such non-designated stock, “Junior Stock”),

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

The

number of Series J Conversion Shares initially may not exceed 291,049 (the “Maximum Issuance”); provided, however, that (1)

the sale and issuance, in one or more offerings, of any Common Stock or any securities entitling any person to acquire shares of Common

Stock (such issuance, a “Dilutive Issuance”) or (2) the issuance of Common Stock (a “Dilutive Conversion”) in

connection with any conversions or exercises of any common stock equivalents that are (x) outstanding as of April 27, 2026 or (y) approved

for grant by the Board on April 27, 2026, and not yet issued or outstanding as of such date (the “Existing Common Stock Equivalents”),

the Maximum Issuance (b) shall be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive

Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of Common Stock for each share of Common Stock issued in connection with such

Dilutive Issuance or Dilutive Conversion, as the case may be. Notwithstanding anything to the contrary contained in the Series J Certificate

of Designations, once an adjustment to the Maximum Issuance has been made in respect of (A) Dilutive Issuances, and (B) any exercises

for cash of Existing Common Stock Equivalents, in an aggregate amount equal to $50 million, no further adjustments shall be made for

any subsequent Dilutive Conversions or Dilutive Issuances. For the avoidance of doubt, no adjustment to the Maximum Issuance may be made

with respect to a Dilutive Issuance or Dilutive Conversion to the extent that the shares of Common Stock issued in connection therewith

previously resulted in an adjustment to the Maximum Issuance.

Without

the prior express consent of the Required Holders (as defined in the Series J Certificate of Designations), voting together as a single

class, the Company may not (a) amend or repeal any provision of, or add any provision to, its Amended and Restated Certificate of Incorporation

(as amended, the “Charter”) or its Amended and Restated Bylaws, as amended, 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 Series J Preferred Stock; (b) increase or decrease (other

than by conversion) the authorized number of Series J Preferred Stock; (c) create or authorize (by reclassification or otherwise) any

new Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or redeem any shares of Junior Stock (other than pursuant to the

terms of the Company’s equity incentive plans and options and other equity awards granted under such plans (that have in good faith

been approved by the Board)); (e) pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any shares

of Series J Preferred Stock other than as contemplated by the Series J Certificate of Designations; or (g) circumvent a right of the

Series J Preferred Stock under the Series J Certificate of Designations.

The

holders of the Series J Preferred Stock are entitled to dividends of 6% per annum accruing daily, which are payable semi-annually on

each June 30 and December 31 (each, a “Dividend Payment Date”) during the period in which any shares of Series J Preferred

Stock remain outstanding. Dividends are payable in cash; provided, however, that the Company may, at its sole option, elect to pay any

dividend in kind by issuing to the applicable holders of Series J Preferred Stock additional shares of Series J Preferred Stock having

an aggregate stated value equal to the amount of the dividend then due (each such payment, a “PIK Dividend”). If the Company

elects to pay a PIK Dividend, the stated value of the holder of Series J Preferred Stock’s Series J Preferred Stock shall be increased

by the amount of such PIK Dividend, or the Company will issue additional shares of Series J Preferred Stock to the holder of Series J

Preferred Stock reflecting such PIK Dividend. If, on a Dividend Payment Date, dividends on the Series J Preferred Stock have not been

declared and paid in full, such unpaid dividends shall continue to accrue daily from and after the initial Dividend Payment Date and

will compound on a semi-annual basis at the applicable rate for the Series J Preferred Stock on each subsequent Dividend Payment Date

until paid in full.

Pursuant

to the Series J Certificate of Designations, the Company is required to hold a meeting of its stockholders not later than July 26, 2026,

to seek approval under Nasdaq Stock Market Rule 5635(d) for the issuance of shares of Common Stock in excess of 19.99% of the Company’s

issued and outstanding shares of Common Stock at prices below the “Minimum Price” (as defined in Rule 5635 of the Rules of

the Nasdaq Stock Market) on the date of the JDA pursuant to the terms of the Series J Preferred Stock.

Except

as expressly set forth in the Series J Certificate of Designations or as otherwise required by law, the provisions of the Company’s

Amended and Restated Certificate of Incorporation, as amended, the Series J Preferred Stock do not have any voting rights prior to the

conversion thereof into shares of Common Stock; provided, however, that upon any such conversion of the Series J Preferred Stock into

shares of Common Stock, the holders of such converted shares shall be entitled to full voting rights as holders of Common Stock.

The

issuance of the Series J Preferred Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the

“Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section

4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable

state laws. Kopin has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D

and that it is acquiring the applicable securities for investment only and not with a view towards, or for resale in connection with,

the public sale or distribution thereof.

There

is no established public trading market for the Series J Preferred Stock and the Company does not intend to list the Series J Preferred

Stock on any national securities exchange or nationally recognized trading system.

Private

Placement

April 27, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited

investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 21,500 shares of the

Company’s newly-designated Series K Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000

per share (“Stated Value”), initially convertible into up to 8,565,737 shares of the Company’s Common Stock at an initial

conversion price of $2.51 per share (the “Series K Preferred Stock”) and (ii) warrants to acquire up to an aggregate of 8,565,737

shares of Common Stock (the “Series K Warrants”) at an exercise price of $2.51 per share (collectively, the “Private

Placement”).

The

Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),

pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act

and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors

has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring

the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution

thereof. The Series K Preferred Stock and Series K Warrants were offered and sold without any general solicitation by the Company or

its representatives.

The

closing of the Private Placement is expected to occur on April 29, 2026 (the “Closing Date”). The aggregate gross proceeds

from the Private Placement are expected to be $21,500,000. The Company expects to use the net proceeds from the Private Placement for

general corporate purposes.

The

Purchase Agreement contains certain representations and warranties, covenants and indemnification provisions customary for similar transactions.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the applicable

parties to the Purchase Agreement and may be subject to limitations agreed upon by the applicable contracting parties. Among other covenants,

the Purchase Agreement requires the Company to hold a meeting of its stockholders not later than June 26, 2026, to seek approval for

the issuance of shares of Common Stock in excess of 19.99% of the Company’s issued and outstanding shares of Common Stock at prices

below the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Purchase Agreement

pursuant to the terms of the Series K Preferred Stock and the applicable Series K Warrants (the “Stockholder Approval” and

the date on which such Stockholder Approval is received, the “Stockholder Approval Date”).

connection with the Private Placement, pursuant to an engagement letter, dated as of April 23, 2026 (the “GPN Agreement”)

with GP Nurmenkari Inc. (“GPN”), the Company engaged GPN to act as placement agent in connection with the Private Placement,

pursuant to which, the Company agreed to (i) pay GPN a cash fee equal to 8% of the gross proceeds of the Private Placement (including

any cash proceeds realized by the Company from the exercise of any outstanding warrants of the Company), (ii) reimbursement and payment

of certain expenses up to $10,000, and (iii) issue GPN on the Closing Date, warrants to purchase up to an aggregate number of shares

of Common Stock equal to 8% of the aggregate number of shares of Common Stock initially underlying the Series K Preferred Stock issued

in the Private Placement, including upon exercise of any outstanding warrants of the Company, with terms identical to the Series K Warrants.

Series

K Preferred Stock

The

terms of the Series K Preferred Stock are as set forth in the Certificate of Designations of the Series K Convertible Preferred Stock,

attached hereto as Exhibit 3.2 to this Current Report on Form 8-K (the “Series K Certificate of Designations”), which was

filed with the Secretary of State for the State of Delaware on April 27, 2026. All shares of capital stock of the Company rank junior

to shares of the Series K Preferred Stock, with respect to the preferences as to dividends, distributions and payments upon the liquidation,

dissolution and winding up of the Company.

The

shares of Series K Preferred Stock are convertible into shares of Common Stock (the “Series K Conversion Shares”) at the

election of the holder at any time at an initial conversion price of $2.51 per share (the “Series K Conversion Price”). The

Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the

like and dilutive issuances (in each case, subject to certain exceptions).

The

holders of the Series K Preferred Stock are entitled to dividends of 7% per annum (“Dividends”), compounded each calendar

quarter, which are payable in arrears (i) on the first trading day of each calendar quarter (each, a “Dividend Date”), with

the first Dividend Date being July 1, 2026, in cash out of funds legally available therefor; provided that a holder of the Series K Preferred

Stock and the Company may mutually agree to convert any Dividends into shares of Common Stock at a price to be mutually determined by

the Company and such holder, which shall not be less than the lower of (x) $0.502, which was 20% of the “Minimum Price” (as

defined in Rule 5635 of the Nasdaq Stock Market) on the date of the Purchase Agreement and (y) 20% of the “Minimum Price”

(as defined in Rule 5635 of the Nasdaq Stock Market) on the Stockholder Approval Date, in each case, subject to adjustment for stock

splits, stock dividends, stock combinations, recapitalizations or other similar events, or, in any case, such lower amount as permitted,

from time to time, by the Nasdaq Capital Market (the “Floor Price”).

The

holders of the Series K Preferred Stock are entitled to vote with holders of the Common Stock on an as-converted basis, with the number

of votes to which each holder of Series K Preferred Stock is entitled to be calculated assuming a conversion price of $2.51 per share,

which was the Minimum Price (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) applicable immediately before the execution

and delivery of the Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series K Certificate

of Designations.

The

Series K Certificate of Designations includes certain Triggering Events (as defined in the Series K Certificate of Designations), including,

among other things, the suspension from trading or the failure of the Company’s Common Stock to be trading or listed (as applicable)

on an eligible market for a period of five (5) consecutive trading days and the Company’s failure to pay any amounts due to the

holders of the Series K Preferred Stock when due. Upon the occurrence and during the continuance of a Triggering Event, the Series K

Preferred Stock accrue dividends at the rate of 15% per annum. In addition, in connection with a Triggering Event, each holder of Series

K Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series K Preferred Stock at

a premium set forth in the Series K Certificate of Designations. Further, upon a Triggering Event, a holder of the Series K Preferred

Stock, at such holder’s option, by delivery of a notice of conversion (“Triggering Event Conversion Notice”) to the

Company, convert all, or any number of shares of Series K Preferred Stock held by such holder into shares of Common Stock at a price

equal to the lowest of (i) the applicable Series K Conversion Price as in effect on the applicable date of conversion, and (ii) the greater

of (x) the Floor Price and (y) 80% of the lowest volume weighted average price of the Common Stock of any trading day during the twenty

(20) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the

applicable Triggering Event Conversion Notice.

Notwithstanding

the foregoing, the Company’s ability to settle conversions using shares of Common Stock is subject to certain limitations set forth

in the Series K Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that

the Company has obtained the Stockholder Approval. Further, a holder of shares of Series K Preferred Stock may not convert any portion

of such holder’s shares of Series K Preferred Stock to the extent that the holder, together with its affiliates, would beneficially

own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately

after conversion, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial

ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.

The

Company is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the

repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Series K Certificate of

Designations), distributions or redemptions, and the transfer of assets, among other matters. In addition, the Company is required to,

from the Closing Date until the date on which less than 1,050 shares of the Company’s Series I Preferred Stock are outstanding,

at all times, maintain unencumbered, unrestricted cash and cash equivalents on hand in amount equal to at least 20% of the aggregate

stated value of the Series I Preferred Stock then outstanding.

There

is no established public trading market for the Series K Preferred Stock and the Company does not intend to list the Series K Preferred

Stock on any national securities exchange or nationally recognized trading system.

Series

K Warrants

The

Series K Warrants will be exercisable for shares of Common Stock (the “Series K Warrant Shares”) immediately, at an exercise

price of $2.51 per share and expire five years from the date of issuance. The exercise price of each Series K Warrant is subject to customary

adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like and dilutive issuances (in each case,

subject to certain exceptions). There is no established public trading market for the Series K Warrants and the Company does not intend

to list the Series K Warrants on any national securities exchange or nationally recognized trading system.

holder of the Series K Warrants may not exercise any portion of such holder’s Series K Warrants to the extent that the holder,

together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s

outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder

to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding

immediately after giving effect to the exercise.

Registration

Rights

The

Series K Preferred Stock, the Series K Conversion Shares, the Series K Warrants and the Series K Warrant Shares have not been registered

under the Securities Act.

connection with the Purchase Agreement, on April 27, 2026, the Company and the Investors entered into a Registration Rights Agreement

(the “Registration Rights Agreement”), pursuant to which the Company is obligated, among other things, to (A) file a resale

registration statement (the “Registration Statement”) with the SEC to register for resale promptly following the Closing

Date, but in no event later than 30 calendar days after the Closing Date, the sum of (i) 200% of the maximum number of Series K Conversion

Shares issuable upon conversion of the Series K Preferred Stock ((x) assuming for purposes hereof that the shares of Series K Preferred

Stock are convertible at the Floor Price and (y) any such conversion shall not take into account any limitations on the conversion of

the Series K Preferred Stock set forth in the Series K Certificate of Designations) and (ii) 200% of the maximum number of Series K Warrant

Shares issuable upon exercise of the Series K Warrants ((x) assuming for purposes hereof that such Series K Warrants will be exercised

at the initial exercise price as set forth in such Series K Warrants and (y) any such exercise shall not take into account any limitations

on the exercise of such Series K Warrants as set forth therein), in each case subject to the adjustments set forth in the Series K Certificate

of Designations and Series K Warrants, (B) have such Registration Statement declared effective by the Effectiveness Deadline (as defined

in the Registration Rights Agreement and as may be amended from time to time), and (C) maintain the registration until the earlier of

(x) the date on which the holders of the Series K Preferred Stock or Series K Warrants may sell their Series K Conversion Shares or Series

K Warrant Shares without restriction pursuant to Rule 144 under the Securities Act, and (y) the date on which such holders no longer

hold any Series K Conversion Shares or Series K Warrant Shares. The Company will be obligated to pay certain liquidated damages to the

Investors if the Company fails to file the Registration Statement when required, fails to cause the Registration Statement to be declared

effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the terms of the

Registration Rights Agreement.

The

foregoing descriptions of the Purchase Agreement, the Series K Certificate of Designations, the Series K Warrant, and the Registration

Rights Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text of such documents,

forms of which are filed as Exhibits 10.3, 3.2, 4.1 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein

by reference.

Omnibus

Amendments and Warrants

April 27, 2026, the Company entered into an Omnibus Waiver, Consent, Notice and Amendment Agreement (the “Series H-7 Omnibus Amendment”)

with the Required Holders (as defined in the Certificate of Designations of the Series H-7 Convertible Preferred Stock (the “Series

H-7 Certificate of Designations”), pursuant to which, the Required Holders agreed to amend and restate the Series H-7 Certificate

of Designations by filing an Amended and Restated Certificate of Designations of the Series H-7 Preferred Stock (the “Amended and

Restated Series H-7 Certificate of Designations”) with the Secretary of State of the State of Delaware. The Amended and Restated

Series H-7 Certificate of Designations (i) extends the maturity date of the Series H-7 Convertible Preferred Stock to October 27, 2027,

and (ii) removes the amortization payments and related terms and covenants.

April 27, 2026, the Company entered into an Omnibus Waiver, Consent, Notice and Amendment Agreement (the “Series I Omnibus Amendment”

and together with the Series H-7 Omnibus Amendment, the “Omnibus Amendments”) with the Required Holders (as defined in the

Certificate of Designations of the Series I Convertible Preferred Stock (the “Series I Certificate of Designations”), pursuant

to which, the Required Holders agreed to amend and restate the Series I Certificate of Designations by filing an Amended and Restated

Certificate of Designations of the Series I Preferred Stock (the “Amended and Restated Series I Certificate of Designations”)

with the Secretary of State of the State of Delaware. The Amended and Restated Series I Certificate of Designations (i) extends the maturity

date of the Series I Convertible Preferred Stock to October 27, 2027, and (ii) removes the amortization payments and related terms and

covenants.

Pursuant

to the Omnibus Amendments, the Company agreed to issue to the Required Holders, warrants to purchase up to an aggregate of 1,000,000

shares of the Company’s Common Stock (the “Waiver Warrants”), pro rata based on the number of shares of Series H-7

Preferred Stock and Series I Preferred Stock held as of the date of the Omnibus Amendments.

The

Waiver Warrants will be exercisable for shares of Common Stock immediately, at an exercise price of $5.00 per share and expire five years

from the date of issuance. The exercise price of each Waiver Warrant is subject to customary adjustments for stock dividends, stock splits,

reclassifications, stock combinations and the like (in each case, subject to certain exceptions). There is no established public trading

market for the Waiver Warrants and the Company does not intend to list the Waiver Warrants on any national securities exchange or nationally

recognized trading system.

The

foregoing descriptions of the Series H-7 Omnibus Amendment, the Series I Omnibus Amendment, the Amended and Restated Series H-7 Certificate

of Designations, the Amended and Restated Series I Certificate of Designations and the Waiver Warrant do not purport to be complete and

are qualified in their entirety by reference to the full text of such documents, forms of which are filed as Exhibits 10.5, 10.6, 3.3,

3.4, and 4.2 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Altucher

Consulting Agreement

previously disclosed, on August 4, 2025, the Company entered into a consulting services agreement (the “Prior Altucher Consulting

Agreement”) with James Altucher and Z-List Media, Inc. (the “Prior Consultants”), pursuant to which, the Prior Consultants

agreed to provide certain consulting services to the Company.

April 27, 2026, the Company and the Prior Consultants agreed to amend and restate the Prior Altucher Consulting Agreement by entering

into an amended and restated consulting services agreement (the “Altucher Consulting Agreement”) by and between the Company

and JD Advisors, LLC, an affiliate of the Prior Consultants (the “Consultant”). Pursuant to the Altucher Consulting Agreement,

the Consultant agreed to provide certain consulting services to the Company, including but not limited to: contributing to product development

and roadmap decisions, leading and advising on marketing strategy, branding and go-to-market execution, assisting with recruiting, hiring

and team-building efforts, managing and guiding social media presence and communications and supporting general management initiatives

across the business and any other consulting or advisory services which the Company reasonably requests that the Consultant provide to

the Company. The Altucher Consulting Agreement has a term of two years unless earlier terminated pursuant to the terms of the Altucher

Consulting Agreement or upon the mutual written consent of the Company and the Consultant in accordance with the terms of the Altucher

Consulting Agreement.

Pursuant

to the Altucher Consulting Agreement, and subject to the Consultant entering into a warrant cancellation agreement for the purpose of

cancelling previously issued warrants to purchase up to 900,000 shares of Common Stock under the Prior Altucher Consulting Agreement,

the Company will issue to the Consultant warrants to purchase up to an aggregate of 900,000 shares of Common Stock, consisting of: (i)

a warrant to purchase up to 300,000 shares of Common Stock at an exercise price of $3.00 per share, which are immediately exercisable

upon issuance (the “First Tranche Warrant”), (ii) a warrant to purchase up to 200,000 shares of Common Stock at an exercise

price of $6.00 per share, which will be exercisable six months from the date of issuance (the “Second Tranche Warrant”),

(iii) a warrant to purchase up to 200,000 shares of Common Stock at an exercise price of $9.00 per share (the “Third Tranche Warrant”),

which will be exercisable twelve months from the date of issuance, and (iv) a warrant to purchase up to 200,000 shares of Common Stock

at an exercise price of $12.00 per share (the “Fourth Tranche Warrant” and together with the First Tranche Warrant, the Second

Tranche Warrant and the Third Tranche Warrant, the “Consultant Warrants”), which will be exercisable eighteen months from

the date of issuance, in each case, with each Consultant Warrant subject to exercisability, forfeiture and such other terms as set forth

therein and will have a term of five years from the date of the applicable issuance.

The

Consultant Warrants and shares issuable upon exercise of such Consultant Warrants were issued pursuant to an exemption from registration

requirements of the Securities Act. There is no established public trading market for the Consultant Warrants and the Company does not

intend to list the Consultant Warrants on any national securities exchange or nationally recognized trading system.

The

foregoing descriptions of the Altucher Consulting Agreement and the Consultant Warrants do not purport to be complete and are qualified

in their entirety by reference to the full texts of the Altucher Consulting Agreement and Form of Consultant Warrant, copies of which

are filed as Exhibits 10.7 and 4.3 to this Current Report on Form 8-K and incorporated herein by reference.

Amendments

to Rights Agreement

previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2025, on July 31,

2025, the Board declared a dividend of one preferred share purchase right for each outstanding share of Company Stock (as defined in

the Rights Agreement (as defined below)) pursuant to the terms of that certain Rights Agreement, dated as of July 31, 2025, as the same

may be amended from time to time (the “Rights Agreement”), between the Company and Equiniti Trust Company LLC, as rights

agent (the “Rights Agent”).

April 27, 2026, the Company entered into that certain Amendment to Rights Agreement, by and between the Company and the Rights Agent

(the “Rights Amendment”), to amend the definition of “Exempt Person” under the Rights Agreement to include any

person that the Board has determined in good faith to be deemed an “Exempt Person” by adopting resolutions waiving the applicability

of the Rights Agreement to such person. On April 27, 2026, the Board adopted such resolutions in connection with the transactions contemplated

by the JDA, including the issuance of the Series J Preferred Stock, accordingly, the Rights Agreement does not apply to Kopin or any

of its affiliates or any future acquiror of Kopin in connection with the transactions contemplated by the JDA or the other transaction

agreements entered into in connection therewith.

The

foregoing descriptions of the Rights Amendment, do not purport to be complete and are qualified in their entirety by reference to the

full text of such documents, the form of which is filed as Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein by

reference.

Item

3.02 Unregistered Sales of Equity Securities

The

matters described in Item 1.01 of this Current Report on Form 8-K related to the Private Placement, the transactions contemplated by

the JDA, including the issuance of the Series J Preferred Stock, the issuance of the Waiver Warrants and the issuance of the Consultant

Warrants are incorporated herein by reference.

connection with the issuance of the Series K Preferred Stock and Series K Warrants in the Private Placement, the securities of the Company

issued or issuable pursuant to the JDA, the Waiver Warrants and the Consultant Warrants described in Item 1.01, the Company relied upon

the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder for transactions

not involving a public offering.

This

report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in

any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under

the securities laws of any such state or jurisdiction.

Item

3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.01 and 5.03 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

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

Certain Officers

April 27, 2026 (the “Board Approval Date”), the Board of the Company approved grants to Joshua Silverman, the Company’s

Chief Executive Officer, subject to the stockholder approval of an amendment to the Company’s Long-Term Incentive Plan (as amended,

the “Plan”) increasing the authorized share limit under the Plan (the “Incentive Plan Authorized Share Stockholder

Approval”), consisting of (i) restricted shares of Common Stock equal to an aggregate value of $900,000, calculated as of the Board

Approval Date (the “RSA Award”), vesting (i) 25% as of the date of the Incentive Plan Authorized Share Stockholder Approval

(the “Incentive Plan Approval Date”), (ii) 25% on June 30, 2026, (iii) 25% on September 30, 2026, and (iv) 25% on December

31, 2026, provided Mr. Silverman continues to provide services to the Company through the applicable vesting date and subject to the

terms and conditions of the Plan.

the Board Approval Date, the Board of the Company also approved grants to each of Sebastian Giordano, Zvi Joseph, Greg Schiffman, and

Wayne Walker, each a director of the Company (the “Directors”), of stock options to acquire the number of shares of Common

Stock equal to an aggregate value of $338,000 or, $84,500 each, as of the Board Approval Date, utilizing the black-scholes valuation

method to calculate the applicable number of shares on such date with an exercise price equal to the fair market value of the Company’s

Common Stock on the Incentive Plan Approval Date (the “Director Stock Options”). The Director Stock Options will be issued

on the Incentive Plan Approval Date and will be issued pursuant to, and be subject to the terms and conditions of, the Plan. The Director

Stock Options will vest (a) 25% as of the Incentive Plan Approval Date; (b) 25% on June 30, 2026; (c) 25% on September 30, 2026; and

(d) 25% on December 31, 2026, provided the Director continues to provide services to the Company through the applicable vesting date.

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

April 27, 2026, the Company filed a Certificate of Amendment to the Company’s Charter (the “Certificate of Amendment”)

to change the name of the Company from “StableX Technologies, Inc.” to “Fabric.AI, Inc.,” effective as of 12:01

Eastern Time on April 28, 2026 (the “Name Change”). In addition, effective before the open of market trading on April 29,

2026, the Company’s Common Stock will cease trading under the ticker symbol “SBLX” and will begin trading on the Nasdaq

Stock Market under the ticker symbol “FABC”.

The

Name Change does not affect the rights of the Company’s security holders. There will be no change to the Company’s CUSIP

in connection with the Name Change.

Pursuant

to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve

or effect the Certificate of Amendment. The information set forth herein is qualified in its entirety by reference to the complete text

of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.5 and is incorporated by reference herein.

the extent required by Item 5.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

5.08. Shareholder Director Nominations.

April 27, 2026, the Board determined that the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”)

will be held on Friday, June 12, 2026. The time and location of the 2026 Annual Meeting will be as set forth in the Company’s definitive

proxy statement for the 2026 Annual Meeting to be filed with the Securities and Exchange Commission.

Due

to the fact that the date of the 2026 Annual Meeting has been changed by more than 30 days from the anniversary date of the Company’s

2025 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified

stockholder nominations.

Stockholders

of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting

pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such

proposal is received by the Company’s Secretary at 1185 Avenue of the Americas, New York, NY 10036, Attention: Secretary, on or

before the close of business on May 8, 2026, which the Company has determined to be a reasonable time before it expects to begin to print

and send its proxy materials in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act. Any such proposal must also meet

the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion

in the proxy materials for the 2026 Annual Meeting.

addition, in accordance with the requirements contained in the Company’s amended and restated Bylaws (“Bylaws”), stockholders

of the Company who wish to bring business before the 2026 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person

for election as a director must ensure that written notice of such proposal (including all information specified in the Company’s

Bylaws) is received by the Company’s Secretary at the address specified above no later than the close of business on May 8, 2026.

Any such proposal must meet the requirements set forth in the Company’s Bylaws in order to be brought before the 2026 Annual Meeting.

addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other

than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act

by May 8, 2026, which is the 10th calendar date following the date hereof.

Item 7.01

Regulation FD Disclosure.

April 28, 2026, the Company issued a press release announcing, among other things, its strategic pivot from its prior digital asset treasury

strategy to AI infrastructure, including the development of a suite of fabless semiconductor technologies, the JDA, Private Placement

and Name Change. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.

accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including

Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in

such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute

a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination

of such information is required by Regulation FD.

Item

9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

3.1

Certificate of Designation of Series J Preferred Stock of Fabric.AI, Inc.

3.2

Certificate of Designation of Series K Preferred Stock of Fabric.AI, Inc.

3.3

Amended and Restated Certificate of Designation of Series H-7 Preferred Stock of Fabric.AI, Inc.

3.4

Amended and Restated Certificate of Designation of Series I Preferred Stock of Fabric.AI, Inc.

3.5

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Fabric.AI, Inc.

4.1

Form of Series K Warrant.

4.2

Form of Waiver Warrant.

4.3

Form of Consultant Warrant.

4.4

Amendment to Rights Agreement, dated as of April 27, 2026, by and between the Company and Equiniti Trust Company, LLC.

10.1

Joint Development and License Agreement, dated April 27, 2026, by and between the Company and Kopin Corporation

10.2

Commercial Supply Agreement, dated April 27, 2026, by and between the Company and Kopin Corporation

10.3

Form of Securities Purchase Agreement, dated April 27, 2026, by and among the Company and the investors signatory thereto.

10.4

Form of Registration Rights Agreement dated April 27, 2026, by and among the Company and the investors signatory thereto.

10.5

Form of Series H-7 Omnibus Waiver, Consent, Notice and Amendment Agreement, dated April 27, 2026, by and among the Company and the investors signatory thereto.

10.6

Form of Series I Omnibus Waiver, Consent, Notice and Amendment Agreement, dated April 27, 2026, by and among the Company and the investors signatory thereto.

10.7

Amended and Restated Consulting Services Agreement, dated April 27, 2026, by and between the Company and JD Advisors, LLC.

99.1

Press Release, Dated April 28, 2026.

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Date:

April 28, 2026

Fabric.AI,

Inc.

By:

/s/

Joshua Silverman

Name:

Joshua

Silverman

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

STABLEX

TECHNOLOGIES, INC.

CERTIFICATE

OF DESIGNATION OF PREFERENCES,

RIGHTS

AND LIMITATIONS

SERIES

J CONVERTIBLE PREFERRED STOCK

Joshua Silverman, hereby certify that I am the Chief Executive Officer of StableX Technologies, Inc. (the “Company”),

a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby

certify:

That

pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s

Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), and Section 151(g)

of the Delaware General Corporation Law, the Board on April 27, 2026, adopted the following resolution determining it desirable and in

the best interests of the Company and its stockholders for the Company to create a series of 51,575 shares of preferred stock designated

as “Series J Convertible Preferred Stock”, none of which shares have been issued:

RESOLVED,

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

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

“Certificate of Designations”), and that the designation and number of shares thereof and the voting and other powers,

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

restrictions thereof are as follows:

TERMS

OF SERIES J PREFERRED STOCK

Section

1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning set forth in Section 7(c)(iv).

“Commercial

Supply Agreement” means that certain Commercial Supply Agreement, dated as of April 27, 2026, by and between the Company and

the Holder.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Company’s common stock, par value $0.0001 per share, and stock of any other class of securities into

which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 7(a).

“Conversion

Price” shall have the meaning set forth in Section 7(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof.

“Dividend

Payment Date” means each June 30 and December 31 during the period in which any shares of Preferred Stock remain outstanding.

“Dividend

Rate” means six percent (6%) per annum.

“Exchange

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

“Fundamental

Transaction” shall have the meaning set forth in Section 8(e).

“GAAP”

means United States generally accepted accounting principles.

“Holder”

shall have the meaning given such term in Section 2.

“Joint

Development Agreement” means the Joint Development & License Agreement, dated as

April 27, 2026, by and between the Company and the Holder.

“Liens”

means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Liquidation”

shall have the meaning set forth in Section 6.

“New

York Courts” shall have the meaning set forth in Section 12(d).

“Notice

of Conversion” shall have the meaning set forth in Section 7(a).

“Original

Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers

of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred

Stock.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“PIK

Dividend” shall have the meaning set forth in Section 4(b).

“Preferred

Stock” shall have the meaning set forth in Section 2.

“Securities”

means the Preferred Stock and the Conversion Shares.

“Securities

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

“Share

Delivery Date” shall have the meaning set forth in Section 7(c).

“Stated

Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 4.

“Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Trading Market (or any successor

entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the

issuance of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the Original Issue Date.

“Successor

Entity” shall have the meaning set forth in Section 8(d).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transaction

Documents” means this Certificate of Designations, the Joint Development Agreement, the Commercial Supply Agreement and any

other documents or agreements executed in connection with the transactions contemplated pursuant to the Joint Development Agreement.

“Transfer

Agent” means Issuer Direct Corporation, One Glenwood Avenue, Suite 1001, Raleigh, NC 27603, and any successor transfer agent

of the Company.

Section

2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series J Convertible Preferred

Stock (the “Preferred Stock”) and the number of shares so designated shall be 51,575 (which shall not be subject to

increase without the written consent of a majority of the holders of the Preferred Stock then outstanding (each, a “Holder”

and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.0001 per share and shall

have a stated value equal to $1,000, subject to increase set forth in Section 4 below (the “Stated Value”).

Section

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

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

accordance with Section 10, the Preferred Stock shall rank (i) senior in respect of the preferences as to dividends, distributions and

payments upon the liquidation, dissolution and winding up of the Company to the Common Stock, all Common Stock Equivalents, the Series

A Junior Participating Preferred Stock, the Series H Preferred Stock, the Series H Convertible Preferred Stock, the Series H-3 Convertible

Preferred Stock, the Series H-6 Convertible Preferred Stock, the Series I Convertible Preferred Stock and any other class or series of

capital stock of the Company hereafter issued that is not expressly designated as Parity Stock or Senior Preferred Stock (collectively,

the “Junior Stock”) and (ii) pari passu in respect of the preferences as to dividends, distributions and payments upon the

liquidation, dissolution and winding up of the Company’s Series H-7 Convertible Preferred Stock and any other class or series of

capital stock expressly designated as pari passu with the Preferred Stock (together, the “Existing Parity Stock”). The rights

of all such shares of Junior Stock of the Company shall be subject to the rights, powers, preferences and privileges of the Preferred

Stock. Without limiting any other provision of this Certificate of Designations, without the prior express consent of the Required Holders,

voting separately as a single class, the Company shall not hereafter authorize or issue any additional or other shares of capital stock

that are (i) of senior rank to the Preferred Stock 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”), or (ii) of pari passu

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

and winding up of the Company (collectively with the Existing Parity Stock, the “Parity Stock”). In the event of the merger

or consolidation of the Company with or into another corporation, the Preferred Stock shall maintain their relative rights, powers, designations,

privileges and preferences provided for herein and no such merger or consolidation shall be consummated if it would result in the Preferred

Stock being treated in any manner inconsistently with the foregoing.

Section

4. Dividends.

Accrual

of Dividends. Holders shall be entitled to receive, and the Company shall pay, dividends at the Dividend Rate on the Stated Value

of each share of Preferred Stock, which dividends shall accrue daily from and after the Original Issue Date and shall be payable

semi-annually on each Dividend Payment Date.

Payment of Dividends.

Dividends shall be payable in cash; provided, however, that the Company may, at its sole option, elect to pay any dividend

in kind by issuing to the Holder additional shares of Preferred Stock having an aggregate Stated Value equal to the amount of the

dividend then due (each such payment, a “PIK Dividend”). The Company shall provide the Holder with written notice

of its election to pay a PIK Dividend at least ten (10) Business Days prior to the applicable Dividend Payment Date. If the Company

elects to pay a PIK Dividend, the Stated Value of the Holder’s Preferred Stock shall be increased by the amount of such PIK

Dividend, or the Company shall issue additional shares of Preferred Stock to the Holder reflecting such PIK Dividend. Notwithstanding

the foregoing, the Company may not elect to issue a PIK Dividend if such PIK Dividend would result in Conversion Shares issuable

upon conversion of the Preferred Stock to exceed the Issuable Maximum and the requisite Stockholder Approval has not been obtained.

Dividend Priority.

So long as any shares of Preferred Stock are outstanding, no dividends or other distribution of assets (or rights to acquire assets)

shall be declared or paid or set apart for payment, and no other distribution shall be made, upon the Common Stock or any class or

series of capital stock, unless and until all accrued and unpaid dividends on the Preferred Stock have been paid in full. Notwithstanding

the foregoing, dividends may be declared and paid on any class or series of capital stock ranking senior to the Preferred Stock prior

to the payment of dividends on the Preferred Stock. Dividends shall be cumulative and if, on the Dividend Payment Date, dividends

on the Preferred Stock have not been declared and paid in full, such unpaid dividends shall continue to accrue daily from and after

the initial dividend payment date and shall compound on a semi-annual basis at the applicable rate for the Preferred Stock on each

subsequent Dividend Payment Date until paid in full.

Section

5. Voting Rights. Except as expressly set forth in this Certificate of Designations or as otherwise required by law, the provisions

of the Certificate of Incorporation or Section 10 of this Certificate of Designations, the Preferred Stock shall not be entitled to any

voting rights prior to the conversion thereof into shares of Common Stock in accordance with Section 7 hereof; provided, however, that

upon any such conversion of the Preferred Stock into shares of Common Stock, the holders of such converted shares shall be entitled to

full voting rights as holders of Common Stock.

Section

6. Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”),

the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company (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 share of Preferred Stock equal to the amount per share such Holder would receive if such Holder converted such Preferred

Share into Common Stock immediately prior to the date of such payment (disregarding for such purposes any conversion limitations hereunder),

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 Stock 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 to be distributed to the Holders in accordance

with this Section 6. All the preferential amounts to be paid to the Holders under this Section 6 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 as to which this Section 6 applies. The Company shall mail written

notice of any such Liquidation, not less than forty-five (45) days prior to the payment date stated therein, to each Holder.

Section

7. Conversion.

Conversions

at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the

Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set

forth in Section 7(e)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders

shall effect conversions by providing the Company with the form of conversion notice attached hereto as Annex A (a “Notice

of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number

of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to

the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable

Holder delivers by .pdf via email such Notice of Conversion to the Company (such date, the “Conversion Date”).

If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion

to the Company is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee

(or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth

in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred

Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Company unless

all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate

representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted

into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

Conversion Price.

The conversion price for the Preferred Stock shall equal $2.51, subject to adjustment herein (the “Conversion Price”).

Mechanics of Conversion.

Delivery of Conversion Shares Upon Conversion. Not later than one (1) Trading Day after each Conversion Date (the “Share

Delivery Date”), the Company shall deliver, or cause to be delivered, to the converting Holder the number of Conversion Shares

being acquired upon the conversion of the Preferred Stock. The Conversion Shares shall bear appropriate restrictive legends reflecting

that such shares are unregistered securities under the Securities Act.

ii.

Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to

or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company

at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Company shall promptly

return to the Holder any original Preferred Stock certificate delivered to the Company and the Holder shall promptly return to the Company

the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii.

Obligation Absolute. The Company’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock

in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the

same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce

the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other

Person of any obligation to the Company or any violation or alleged violation of law by such Holder or any other Person, and irrespective

of any other circumstance which might otherwise limit such obligation of the Company to such Holder in connection with the issuance of

such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such

action that the Company may have against such Holder.

iv.

Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available

to the Holder, if the Company fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date

pursuant to Section 7(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open

market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction

of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share

Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to such Holder (in addition to any other remedies

available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage

commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such

Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise

to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if

surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case,

such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued

if the Company had timely complied with its delivery requirements under Section 7(c)(i). For example, if a Holder purchases shares of

Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred

Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such

purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay

such Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to such Holder in respect of the

Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue

any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver the Conversion Shares upon conversion of the shares of

Preferred Stock as required pursuant to the terms hereof.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out

of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock, free from

preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred

Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and

restrictions of Section 8) upon the conversion of the then outstanding shares of Preferred Stock. The Company covenants that all shares

of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

vi.

Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred

Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Conversion Price or round up to the next whole share.

vii.

Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge

to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance

and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock

and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the

issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that

such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and

all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Conversion Shares.

[Reserved].

e) Exchange

Cap. Notwithstanding anything herein to the contrary, if the Company has not obtained Stockholder Approval or obtained 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, then the Company may not issue, upon conversion of the Preferred Stock, a number of shares of Common Stock

which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date

in connection with any conversion of Preferred Stock issued pursuant to the Joint Development Agreement, would exceed 291,049 shares

of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares,

the “Issuable Maximum”). Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient

obtained by dividing (x) the original Stated Value of Holder’s Preferred Stock by (y) the aggregate Stated Value of all

Preferred Stock issued on the Original Issue Date to Holder. In addition, Holder may allocate its pro-rata portion of the Issuable

Maximum among Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event Holder

no longer holds any Preferred Stock and the amount of shares issued to Holder pursuant to Holder’s Preferred Stock was less

than Holder’s pro-rata share of the Issuable Maximum. 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.

Section

8. Certain Adjustments.

a) Stock

Dividends and Stock Splits. If the Company, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend or

otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common

Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion

of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of

shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of

shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the

Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common

Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall

be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 8(a)

shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or

distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or

re-classification.

b) Adjustment

Upon Conversion of Existing Preferred Stock. Notwithstanding anything herein to the contrary and subject to Section 7(e), the

number of shares of Common Stock issuable upon conversion of the Preferred Stock may not exceed 291,049 (the “Maximum

Issuance”); provided, however, that upon (1) the sale and issuance, in one or more offerings, of any Common Stock or any

securities entitling any Person to acquire shares of Common Stock (each such issuance, a “Dilutive Issuance”) or

(2) the issuance of Common Stock (a “Dilutive Conversion”) in connection with any conversions or exercises of any

Common Stock Equivalents that are (x) outstanding as of April 27, 2026 or (y) approved for grant by the Board of Directors on April

27, 2026, and not yet issued or outstanding as of such date (the “Existing Common Stock Equivalents”), the

Maximum Issuance shall be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive

Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of Common Stock for each share of Common Stock issued in connection with

such Dilutive Issuance or Dilutive Conversion, as the case may be. Notwithstanding anything to the contrary contained herein, once

an adjustment to the Maximum Issuance has been made in respect of (A) Dilutive Issuances, and (B) any exercises for cash of Existing

Common Stock Equivalents, in an aggregate amount equal to $50 million, no further adjustments shall be made for any subsequent

Dilutive Conversions or Dilutive Issuances and this Section shall have no further force and effect. The Company shall provide prompt

written notice within one Trading Day following an adjustment to the Maximum Issuance via electronic mail to each Holder. For the

avoidance of doubt, no adjustment to the Maximum Issuance shall be made with respect to a Dilutive Issuance or Dilutive Conversion

to the extent that the shares of Common Stock issued in connection therewith previously resulted in an adjustment to the Maximum

Issuance. In addition, from and after the date on which all the Existing Common Stock Equivalents have been fully exercised or

converted, as applicable, no further adjustments to the Maximum Issuance shall be made pursuant to this Section 8(b).

c) Pro

Rata Distributions. During such time as this Preferred Stock is outstanding, if the Company declares or makes any dividend or

other distribution of its assets (or rights to acquire its assets) to 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) (a

“Distribution”), at any time after the issuance of this Preferred Stock, then, in each such case, the Holder

shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the

Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Preferred Stock (without regard to

any limitations on conversion hereof) immediately before the date of which a record is taken for such Distribution, 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 participation in

such Distribution.

d) Fundamental

Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Company, directly or indirectly, in one or more

related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of

its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or

other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or

indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which

holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been

accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more

related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or

(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or

other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)

with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (each a

“Fundamental Transaction”), then, upon any subsequent conversion of this Preferred Stock, the Holder shall have

the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the

occurrence of such Fundamental Transaction (without regard to any limitation in Section 7(e) on the conversion of this Preferred

Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving

corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such

Fundamental Transaction by a holder of the number of shares of Common Stock for which this Preferred Stock is convertible

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 7(e) on the conversion of this

Preferred Stock). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to

apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common

Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a

reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common

Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall

be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such

Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the

survivor (the “Successor Entity”) to assume 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 8(d) pursuant to

written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable

delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Preferred Stock, deliver to the Holder

in exchange for this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in

form and substance to this Preferred Stock which is convertible for a corresponding number of shares of capital stock of such

Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this

Preferred Stock (without regard to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction,

and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital

stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of

this Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in

form and substance to the Holder. Upon the occurrence of any such 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.

e) Calculations.

All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For

purposes of this Section 8, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the

sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

f) Notice

to the Holders.

i. Adjustment

to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 8, the Company shall

promptly deliver to each Holder by .pdf via email a notice setting forth the Conversion Price after such adjustment and setting

forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any

shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in

connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or

transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is

converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or

agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered by .pdf via email to each

Holder at its last .pdf via email number or email address as it shall appear upon the stock books of the Company, at least twenty

(20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a

record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be

taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,

rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or

share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of

record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such

reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any

defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current

Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Preferred Stock (or any part hereof)

during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except

as may otherwise be expressly set forth herein.

Section

9. Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation,

bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of

securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate

of 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 hereunder. 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 Stock 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 Stock and (c) shall, so long as any Preferred Stock 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 Stock, the maximum number of shares of Common Stock as shall from time to time be necessary to effect

the conversion of the Preferred Stock then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding

anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Original Issue Date of any Preferred Stock,

each Holder is not permitted to convert such Holder’s Preferred Stock in full for any reason (other than pursuant to restrictions

set forth in Section 7(e) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation,

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

Section

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

vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of

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

a meeting of the Required Holders, voting together as a single class, the Company shall not (in any case, whether by amendment, modification,

recapitalization, merger, consolidation or otherwise): (a) amend or repeal any provision of, or add any provision to, its Certificate

of Incorporation or Bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock,

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

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

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

of Preferred Stock; (c) without limiting any provision of Section 3, create or authorize (by reclassification or otherwise) any new class

or series of Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or redeem any shares of Junior Stock (other than pursuant

to the terms of the Company’s equity incentive plans and options and other equity awards granted under such plans (that have in

good faith been approved by the Board)); (e) without limiting any provision of Section 3, pay dividends or make any other distribution

on any shares of any Junior Stock; (f) issue any Preferred Stock other than as contemplated hereby; or (g) without limiting any provision

of Section 9, whether or not prohibited by the terms of the Preferred Stock, circumvent a right of the Preferred Stock hereunder.

Section

11. Miscellaneous.

a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any

Notice of Conversion, shall be in writing and delivered personally, by .pdf via email, or sent by a nationally recognized overnight

courier service, addressed to the Company, at the address set forth above Attention: Chief Executive Officer, at such .pdf via email

number or address as the Company may specify for such purposes by notice to the Holders delivered in accordance with this Section 11

from time to time. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in

writing and delivered personally, by .pdf via email, or sent by a nationally recognized overnight courier service addressed to each

Holder at the .pdf via email number or address of such Holder appearing on the books of the Company, or if no such .pdf via email

number or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Joint

Development Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest

of (i) the date of transmission, if such notice or communication is delivered via .pdf via email at the .pdf via email number set

forth in this Section 11 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of

transmission, if such notice or communication is delivered via .pdf via email at the .pdf via email number set forth in this Section

11 on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day

following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the

party to whom such notice is required to be given.

b) Stockholder

Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the

Company (the “Stockholder Meeting”), which shall be held no later than July 26, 2026 (the “Stockholder

Meeting Deadline”), to seek approval of resolutions (“Stockholder Resolutions”) providing for the

Stockholder Approval and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such

Stockholder Resolutions and to cause the board of directors of the Company to recommend to the stockholders that they approve such

Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting

Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the

Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days later. If, despite

the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the

Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is

obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval

any time following the time when the shares of Preferred Stock are no longer outstanding if upon full conversion of the shares of

Preferred Stock, the shares of Common Stock issued pursuant to the shares of Preferred Stock would not exceed the Issuable

Maximum.

c) Absolute

Obligation. Except as expressly provided herein, no provision of this Certificate of Designations shall alter or impair the

obligation of the Company, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest,

as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein

prescribed.

d) Lost

or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or

destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,

or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so

mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and

of the ownership hereof reasonably satisfactory to the Company.

e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designations

shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the

principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and

defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its

respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts

sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby

irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in

connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), 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 such New York Courts, or such New York Courts are improper or

inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process

being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery

(with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designations and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall

be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby

irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding

arising out of or relating to this Certificate of Designations or the transactions contemplated hereby. If any party shall commence

an action or proceeding to enforce any provisions of this Certificate of Designations, then the prevailing party in such action or

proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the

investigation, preparation and prosecution of such action or proceeding.

f) Waiver.

Any waiver by the Company or a Holder of a breach of any provision of this Certificate of Designations shall not operate as or be

construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of

Designations or a waiver by any other Holders. The failure of the Company or a Holder to insist upon strict adherence to any term of

this Certificate of Designations on one or more occasions shall not be considered a waiver or deprive that party (or any other

Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designations

on any other occasion. Any waiver by the Company or a Holder must be in writing.

g) Severability.

If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of this Certificate of

Designations shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless

remain applicable to all other Persons and circumstances.

h) Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment

shall be made on the next succeeding Business Day.

i) Headings.

The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not

be deemed to limit or affect any of the provisions hereof.

j) Status

of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Joint Development

Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Company, such shares shall resume the

status of authorized but unissued shares of preferred stock and shall no longer be designated as Series J Convertible Preferred

Stock.

RESOLVED,

FURTHER, that the Executive Chairman, Chief Executive Officer, the President or any Vice-President, of the Company be and they hereby

are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance

with the foregoing resolution and the provisions of Delaware law.

WITNESS WHEREOF, the undersigned have executed this Certificate this 27th day of April, 2026.

/s/ Joshua Silverman

Name:

Joshua Silverman

Title:

Chief Executive Officer

ANNEX

NOTICE

OF CONVERSION

(TO

BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES

PREFERRED STOCK)

The

undersigned hereby elects to convert the number of shares of Series J Convertible Preferred Stock indicated below into shares of common

stock, par value $0.0001 per share (the “Common Stock”), of StableX Technologies, Inc., a Delaware corporation (the

“Company”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be

issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and

is delivering herewith such certificates and opinions as may be required by the Company. No fee will be charged to the Holders for any

conversion, except for any such transfer taxes.

Conversion

calculations:

Date

to Effect Conversion: _____________________________________________

Number

of shares of Preferred Stock owned prior to Conversion: ________________

Number

of shares of Preferred Stock to be Converted: ________________________

Stated

Value of shares of Preferred Stock to be Converted: ____________________

Number

of shares of Common Stock to be Issued: ___________________________

Applicable

Conversion Price:___________________________________________

Number

of shares of Preferred Stock subsequent to Conversion: ________________

Address

for Delivery: ______________________

[HOLDER]

By:

Name:

Title:

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit 3.2

CERTIFICATE

OF DESIGNATIONS OF

SERIES

K CONVERTIBLE PREFERRED STOCK OF

STABLEX

TECHNOLOGIES, INC.

Joshua Silverman, hereby certify that I am the Chief Executive Officer of StableX Technologies, Inc. (the “Company”),

a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby

certify:

That

pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s

Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), and Section 151(g)

of the DGCL, on April 27, 2026, the Board adopted the following resolution determining it desirable and in the best interests of the

Company and its stockholders for the Company to create a series of 21,500 shares of preferred stock designated as “Series K

Convertible Preferred Stock”, none of which shares have been issued:

RESOLVED,

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

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

“Certificate of Designations”), and that the designation and number of shares thereof and the voting and other powers,

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

restrictions thereof are as follows:

TERMS

OF SERIES K CONVERTIBLE PREFERRED STOCK

1. Designation

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

K Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred Shares shall be

21,500. 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 below.

2. Ranking.

Except to the extent that the holders of at least a majority of the outstanding Preferred Shares (provided that such holders shall include

each of Iroquois Master Fund Ltd. and Iroquois Capital Investment Group, LLC (collectively, the “Iroquois Funds”),

provided that the Iroquois Funds collectively hold an aggregate of at least 20% of the Preferred Shares issued to the Iroquois Funds

on the Issuance Date (as defined herein) ) (the “Required Holders”) expressly consent to the creation of Parity Stock

(as defined below) or 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 separately as a single class, the Company shall not hereafter authorize or issue any additional

or other shares of capital stock that are (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.

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 be consummated

if it would result in the Preferred Shares being treated in any manner inconsistently with the foregoing.

3. Dividends

and Payments.

(a) 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

on the Stated Value of the Preferred Shares (“Dividends”) payable, subject to the conditions and other terms hereof,

in cash out of funds legally available therefor at the Dividend Rate computed on the basis of a 360-day year and twelve 30-day months

and shall compound each calendar quarter; provided that a Holder and the Company may mutually agree to convert any Dividends into shares

of Common Stock at a price to be mutually determined by the Company and such Holder, which shall not be less than the Floor Price.

(b) Dividends

shall be payable in arrears on (i) each Dividend Date, and (ii) upon any redemption in accordance with Section 12 or any required

payment upon any Triggering Event. From and after the occurrence and during the continuance of any Triggering Event and ending on the

date on which such Triggering Event is subsequently cured (and no other Triggering Event then exists), Dividends shall accrue on the

Stated Value of each Preferred Share at fifteen percent (15.0%) per annum (the “Default Rate”) and shall be computed

on the basis of a 360-day year and twelve 30-day months.

4. Conversion.

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

shares of Common Stock (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 Initial Issuance Date, each Holder

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

non-assessable 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

Preferred Shares.

(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 (1) the Stated

Value thereof, plus (2) the Additional Amount thereon, plus (3) the Make-Whole Amount, plus (4) and any accrued and unpaid Late Charges

(as defined below in Section 26(c)) 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, $2.51, subject

to adjustment as provided herein.

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

(i) Optional

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

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

of an executed notice of conversion of the 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 two (2) Trading Days

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

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

Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case

of its loss, theft or destruction as contemplated by Section 20(b)). On or before the first (1st) Trading Day following the date of receipt

of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether

such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form

attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Company’s transfer agent

(the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion

Notice in accordance with the terms herein. On or before the first (1st) Trading Day following each date on which the Company has received

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

of a trade initiated on the applicable Conversion Date of such 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’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such

aggregate number of shares of Common Stock to which such Holder shall be entitled pursuant to such conversion to such Holder’s

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

not participating in FAST, upon the request of such Holder, issue and deliver (via reputable overnight courier) to the address as specified

in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of 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 two (2) 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 or a new Book-Entry (in either case,

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. Notwithstanding the foregoing, with respect to any Conversion Notice delivered

by a Buyer (as defined in the Securities Purchase Agreement) to the Company on or prior to 4:00 p.m. (New York City time) on the Trading

Day immediately prior to the date of initial issuance of such applicable Preferred Shares to be converted pursuant to such Conversion

Notice (each, an “Issuance Date”), which may be delivered at any time after the time of execution of the Securities

Purchase Agreement, the Company agrees to deliver the shares of Common Stock issuable upon conversion of such Preferred Shares to be

issued on such date subject to such notice(s) by 4:00 p.m. (New York City time) on such applicable Issuance Date and such Issuance Date

shall be the Share Delivery Deadline for purposes hereunder with respect to such Conversion Notice.

(ii) Company’s

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

Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to such Holder (or its designee) 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, if the Transfer Agent is participating in FAST, 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 Conversion

Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to such Holder,

(X) the Company shall pay in cash from funds legally available therefor to such Holder on each day after the Share Delivery Deadline

that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number

of shares of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled,

multiplied by (B) any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period

beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (Y) such Holder, upon written notice

to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all, or any portion,

of such Preferred Shares that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice

shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to

this Section 4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is

not participating in FAST, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such

shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall

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

Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant to the Company’s obligation

pursuant to clause (ii) below, and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock

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

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

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

two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I) pay cash from funds

legally available therefor to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions,

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

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

obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit to the balance account of such

Holder or such Holder’s designee, as applicable, 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 the balance account of such Holder or such Holder’s designee, as applicable, 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 from

funds legally available therefor 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). Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity,

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

to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the

conversion of the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect

to any given Conversion Failure, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts

in full to such Holder with respect to such Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase

Agreement.

(iii) Registration;

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

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

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

for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and

whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered

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

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

Share for all purposes (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 19, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of such

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

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

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

surrender such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number

of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s)

shall be delivered to the Company as contemplated by this Section 4(c)(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 COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING

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

OF SERIES K PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES K PREFERRED STOCK STATED

ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES K 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.

(d) Limitation

on Beneficial Ownership.

(i) Beneficial

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

have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of

Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such

conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum

Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of

the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties

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

Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made,

but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares

beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted

portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or

warrants, including the Preferred Shares and the Warrants) beneficially owned by such Holder or any other Attribution Party subject to

a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i),

beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. In addition, a determination as to any group

status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated

thereunder. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of

such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock

as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form

8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written

notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported

Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding

shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number

of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial

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

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

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

Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be

determined after giving effect to the conversion or exercise of securities of the Company, including such Preferred Shares, by such Holder

and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the

issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution

Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common

Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other

Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall

be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess

Shares. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective

until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other

percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not

be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or

decrease will apply only to such Holder and the other Attribution Parties and not to any other Holder that is not an Attribution Party

of such Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of

Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including

for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this

paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination

of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may

be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or

supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be

waived and shall apply to a successor holder of such Preferred Shares.

(ii) Principal

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

to the terms of this Certificate of Designations if the issuance of such shares of Common Stock (taken together with the issuance of

all other shares of Common Stock upon exercise of the Warrants and Placement Agent Warrants) would exceed the aggregate number of shares

of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Preferred Shares, the Warrants and

Placement Agent Warrants without breaching the Company’s obligations under the rules and regulations of the Principal Market (the

number of shares which may be issued without violating such rules and regulations, including, but not limited to, rules related to the

aggregate offerings under Nasdaq Listing Rule 5635(d), 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 and regulations

of the Principal Market for issuances of shares of Common Stock in excess of such amount (“Stockholder Approval”)

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 Holder shall be issued in the aggregate,

upon conversion or exercise (as the case may be) of any Preferred Shares or any Warrant, shares of Common Stock in an amount greater

than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by (ii) the quotient of (1) the aggregate number

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

to the Holders on the Initial Issuance Date (with respect to each Holder, the “Exchange Cap Allocation”). In the event

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

rata portion of such Holder’s Exchange Cap Allocation with respect to such portion of such Preferred Shares so transferred, and

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

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

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

full of such Preferred Shares shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Preferred Shares

and/or related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares and/or related

Warrants then held by each such holder of Preferred Shares and/or related Warrants.

(e) Right

of Alternate Conversion.

(i) Alternate

Conversion Upon a Triggering Event. Subject to Section 4(d), at any time during a Triggering Event Redemption Right Period (as

defined herein), such Holder may, at such Holder’s option, by delivery of a Conversion Notice to the Company (the date of any such

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

Amount of the Preferred Shares to be converted pursuant to this Section 4(e)(ii), each, an “Alternate Conversion Amount”)

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

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any Alternate Conversion Amount of Preferred

Shares pursuant to Section 4(c) (with “Alternate Conversion Price” replacing “Conversion Price”

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

“Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion)

by designating in the Conversion Notice delivered pursuant to this Section 4(e) of this Certificate of Designations that such

Holder is electing to use the Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor

Price Condition, on the applicable Alternate Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion

Floor Amount. Notwithstanding anything to the contrary in this Section 4(e), but subject to Section 4(d), until the Company

delivers shares of Common Stock representing the applicable Alternate Conversion Amount of Preferred Shares to such Holder, such Preferred

Shares may be converted by such Holder into shares of Common Stock pursuant to Section 4(c) without regard to this Section

4(e).

5. Triggering

Event Redemptions.

(a) Triggering

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

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

(i) the

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

of five (5) consecutive Trading Days;

(ii) the

Company’s (A) failure to cure a Conversion Failure 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 the case may

be) or (B) written notice to any holder of 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) hereof;

(iii) except

to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive

day that a Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the sum of (A) 200% of the number

of shares of Common Stock that such Holder would be entitled to receive upon a conversion, in full, of all of the Preferred Shares then

held by such Holder (assuming a conversion at the Floor Price then in effect and without regard to any limitations on conversion set

forth in this Certificate of Designations) and (B) 200% of the number of shares of Common Stock that such Holder would then 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) subject

to the provisions of Section 170 of the DGCL, the Board fails to declare any Dividend to be paid on the applicable Dividend Date in accordance

with Section 3 hereof;

(v) the

Company’s failure to pay to any Holder any Dividend on any Dividend Date (whether or not declared by the Board) 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 other 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, whether

or not permitted pursuant to the DGCL), except, solely with respect to the failure to pay Dividends and Late Charges when and as due

hereunder, only if such failure remains uncured for a period of at least five (5) Trading Days;

(vi) the

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

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

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

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

(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;

(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, however, 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;

(xii) the

Company and/or any Subsidiary, individually or in the aggregate, either (i) 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 permits the other party thereto

to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,

with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the

Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets,

operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company

or any of its Subsidiaries, individually or in the aggregate, but only if such failure or occurrence remains uncured for a period of

at least five (5) days;

(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;

(xiv) a

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

Event has occurred;

(xv) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15(l) of this Certificate of

Designations;

(xvi) any

Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs that has not been cured, if capable of curing, within

five (5) Trading Days of the occurrence; or

(xvii) any

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

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

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

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

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

(b) Notice

of a Triggering Event; 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 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 fifteenth (15th) Trading Day after the later

of (x) the later of (1) the date such Triggering Event is cured and (2) the date the Company delivers written notice to

the Holders that such Triggering Event has been 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

(i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium and (ii) the product of (X) the

Conversion Rate with respect to the Conversion Amount in effect at such time as such Holder delivers a Triggering Event Redemption Notice

multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the 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.

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

that is then required or in process, upon any Bankruptcy Triggering Event, the Company shall immediately redeem, out of funds legally

available therefor, 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.

6. Rights

Upon Fundamental Transactions.

(a) Assumption.

The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity (if the Successor Entity is

not the Company) 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 (if the Successor Entity is not the Company) 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 and 17, which shall continue

to be receivable thereafter)) issuable upon the conversion or redemption of the Preferred Shares prior to such Fundamental Transaction,

such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each

Holder would have been entitled to receive upon the happening of such Fundamental Transaction had all the Preferred Shares held by each

Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred

Shares contained in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations.

Notwithstanding the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this

Section 6(a) to permit the Fundamental Transaction without the assumption of the Preferred Shares. The provisions of this Section 6 shall

apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion

or redemption of the Preferred Shares.

(b) Notice

of a 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 electronic mail 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 (A) the date of consummation of such Change of Control or (B)

twenty (20) Trading Days after the date of receipt of such Change of Control Notice or (C) twenty (20) Trading Days after the date of

the announcement of such Change of Control, 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 funds legally available therefor at a price

equal to the greatest of (i) the product of (x) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount of the

Preferred Shares being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A)

the Conversion Amount of the Preferred Shares being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing

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

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

Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the

Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount of the Preferred Shares being redeemed

multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per

share of Common Stock to be paid to such holders of the shares of Common Stock upon consummation of such Change of Control (any such

non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities

as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the

Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities

on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price

then in effect (the “Change of Control Redemption Price”). Redemptions required by this Section 6(b) shall have priority

to payments to all other stockholders of the Company in connection with such Change of Control. To the extent redemptions required by

this Section 6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company,

such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6(b), but

subject to Section 4(d), until the applicable Change of Control Redemption Price (together with any Late Charges thereon) is paid in

full to the applicable Holder, the Preferred Shares submitted by such Holder for redemption under this Section 6(b) may be converted,

in whole or in part, by such Holder into Common Stock pursuant to Section 4 or in the event the Conversion Date is after the consummation

of such Change of Control, stock or equity interests of the Successor Entity substantially equivalent to the Company’s shares of

Common Stock pursuant to Section 4. In the event of the Company’s redemption of any of the Preferred Shares under this Section

6(b), such Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future

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

redemption premium due under this Section 6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s

actual loss of its investment opportunity and not as a penalty. The Company shall make payment of the applicable Change of Control Redemption

Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the

consummation of such Change of Control and within two (2) Trading Days after the Company’s receipt of such notice otherwise (the

“Change of Control Redemption Date”). Redemptions required by this Section 6 shall be made in accordance with the

provisions of Section 12.

7. Rights

Upon Issuance of Purchase Rights and Other Corporate Events.

(a) Purchase

Rights. In addition to any adjustments pursuant to Section 8 below, if at any time the Company grants, issues or sells any Options,

Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the

record holders of any class of Common Stock (the “Purchase Rights”), then each Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder

had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares (without taking into account

any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that all the Preferred Shares

were converted at the Floor Price as of the applicable record date) held by such Holder immediately prior to the date on which a record

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

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

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

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

Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right

(and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and,

if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of

days held in abeyance, if applicable) for the benefit of such Holder until such time or times, if ever, as its right thereto would not

result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be

granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right

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

be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

(b) Other

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

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

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

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

held by such Holder (i) 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 set forth 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 preceding sentence shall be in a form

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

Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares set forth

in this Certificate of Designations.

8. Rights

Upon Issuance of Other Securities.

(a) Adjustment

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

sells (or enters into any agreement or publicly announces its intention to grant, issue or sell), or in accordance with this Section

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

Stock owned or held by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to

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

to the Conversion Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion

Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),

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

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

Price under this Section 8(a)), the following shall be applicable:

(i) Issuance

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

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

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

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

and sold by the Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section

8(a)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such

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

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

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

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

pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable

(or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or

exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2)

the sum of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock

upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible

Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received

or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further

adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities

upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock

upon conversion, exercise or exchange of such Convertible Securities.

(ii) Issuance

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

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

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

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

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

Section 8(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the

lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance

or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange

of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible

Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder

of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement

to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or

benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment

of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of

such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities

is made upon exercise of any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions

of this Section 8(a), except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance

or sale.

(iii) Change

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

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

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

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

the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been

in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional

consideration or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes

of this Section 8(a)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible

Security that was outstanding as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding

sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange

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

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

(iv) Calculation

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

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

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

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

consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price

of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of

Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 8(a)(i) or 8(a)(ii)

above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment

Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public

announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day

in such five (5) Trading Day period and if any Preferred Shares are converted, on any given Conversion Date during any such Adjustment

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

shall be deemed to have ended on, and included, the Trading Day immediately prior to such Conversion Date). If any shares of Common Stock,

Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor

will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible

Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the

fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of

consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the

five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are

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

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

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

other than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. If such parties are

unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),

the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following

such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination

of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall

be borne by the Company.

(v) Record

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

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

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

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

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

(b) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Sections 7, 17 or 8(a), if

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

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

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

17 or 8(a), if the Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, stock combination,

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

shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant

to this Section 8(b) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring

an adjustment under this Section 8(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation

of such Conversion Price shall be adjusted appropriately to reflect such event.

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

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

such securities, “Variable Price Securities”) after the Subscription Date that are issuable pursuant to such agreement

or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price

of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting

customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the

formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide

written notice thereof via electronic mail and overnight courier to each Holder on the date of such agreement and/or the issuance of

such shares of Common Stock, Convertible Securities or Options, as applicable. From and after the date the Company enters into such agreement

or issues any such Variable Price Securities, each Holder shall have the right, but not the obligation, in its sole discretion to substitute

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

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

than the Conversion Price then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of Preferred

Shares shall not obligate such Holder to rely on a Variable Price for any future conversions of Preferred Shares.

(d) Stock

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

stock dividend, stock combination, reverse stock split, recapitalization or other similar transaction involving the Common Stock (each,

a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) and the

Event Market Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 8(b) above), then

on the fifth (5th) Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such fifth

(5th) Trading Day following the Stock Combination Event (after giving effect to the adjustment in Section 8(b) above) shall be reduced

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

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

(e) Other

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

or, if applicable, would not operate to protect any Holder from dilution (other than with respect to Excluded Securities) or if any event

occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions (including, without

limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Board shall

in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of such Holder, provided

that no such adjustment pursuant to this Section 8(e) will increase the Conversion Price as otherwise determined pursuant to this Section

8, provided further that if such Holder does not accept such adjustments as appropriately protecting its interests hereunder against

such dilution, then the Board and such Holder shall agree, in good faith, upon an independent investment bank of nationally recognized

standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and

expenses shall be borne by the Company.

(f) Calculations.

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

applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account

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

(g) Voluntary

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

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

for any period of time deemed appropriate by the Board; provided that such price shall not be less than the Floor Price.

9. Reserved.

10. Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, 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 hereunder. 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 sixty (60) calendar day anniversary of

the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other

than pursuant to restrictions set forth in Section 4(d)(i) hereof), the Company shall use its best efforts to promptly remedy

such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares

of Common Stock.

11. Authorized

Shares.

(a) Reservation.

So long as any Preferred Shares remain outstanding, the Company shall at all times reserve out of its authorized and unissued shares

of Common Stock a number of shares of Common Stock equal to at least 200% of the aggregate number of shares of Common Stock as shall

from time to time be necessary to effect the conversion, including without limitation, of all of the Preferred Shares then outstanding

at the Floor Price then in effect (without regard to any limitations on conversions, and, for the avoidance of doubt, shall not include

Dividends with respect to such Preferred Shares or any accrued and unpaid Late Charges thereon, and assuming the Preferred Shares remain

outstanding until the expiration date of the Warrants) (the “Required Reserve Amount”). The Required Reserve Amount

(including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the Holders based

on the number of the Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares,

as the case may be (the “Authorized Share Allocation”). In the event that a Holder shall sell or otherwise transfer

any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized

Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be

allocated to the remaining Holders of Preferred Shares, pro rata based on the number of the Preferred Shares then held by the Holders.

(b) Insufficient

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

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

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

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

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

for the Preferred Shares then outstanding (or deemed outstanding pursuant to Section 11(a) above). Without limiting the generality of

the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later

than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for

the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide

each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in

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

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

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

or not subject to comments from) the SEC with respect thereto). 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 legally available funds in exchange for the

redemption of such portion of the Conversion Amount of the Preferred Shares 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(b); 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 and other out-of-pocket expenses, 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 to such Holder in legally available funds 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 legally available funds

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. Notwithstanding anything herein to the

contrary, in connection with any redemption hereunder at a time a Holder is entitled to receive a cash payment under any of the other

Transaction Documents, at the option of such Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall

be increased by the amount of such cash payment owed to such Holder under such other Transaction Document and, upon payment in full or

conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. 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 Share Certificate (in accordance with Section 20) (or evidence of the creation of a new Book-Entry) 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 (including, without limitation, to the extent such payment is prohibited pursuant

to the DGCL), at any time thereafter and until the Company pays such unpaid Redemption Price in full, such Holder shall have the option,

in lieu of redemption, to require the Company to promptly return to such Holder all or any of the Preferred Shares that were submitted

for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s

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

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

to such Holder (unless the Preferred Shares are held in Book-Entry form, in which case the Company shall deliver evidence to such Holder

that a Book-Entry for such Preferred Shares then exists), and in each case the Additional Amount of such Preferred Shares shall be increased

by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to

this Section 12, if applicable) minus (2) the Stated Value portion of the Conversion Amount submitted for redemption

and (z) the Conversion Price of such Preferred Shares shall be automatically adjusted with respect to each conversion effected thereafter

by such Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided,

(B) the greater of (x) the Floor Price and (y) 75% 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) the greater of (x) the Floor Price and (y) 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.

(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 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 two (2) Business Days prior to the Company’s receipt of the initial Redemption Notice and ending on and including

the date which is two (2) Business Days after the Company’s receipt of the initial Redemption Notice and the Company is unable

to redeem all of the Conversion Amount of such Preferred Shares 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 Stated Value of the Preferred Shares submitted for redemption pursuant to such Redemption Notices received by the Company during

such seven (7) Business Day period.

13. [Reserved.]

14. Voting

Rights. Except as otherwise provided herein or as required by applicable law and subject to the provisions of Section 4(d) hereof,

Holders of Preferred Shares shall be entitled to vote with the holders of Common Stock on all matters that such holders of Common Stock

are entitled to vote upon, in the same manner and with the same effect as the holders of Common Stock, voting together with the holders

of Common Stock as a single class. Subject to the provisions of Section 4(d) hereof, each Preferred Share shall entitle the Holder thereof

to cast that number of votes per Preferred Share as is equal to the Stated Value of such Preferred Share divided by the then applicable

Conversion Price; provided, however that in no event shall the then applicable Conversion Price for purposes of this Section

14 be less than the “Minimum Price” (as defined in Nasdaq Listing Rule 5635(d)) on the date immediately preceding

the Subscription Date (or $2.51 per share, as of the date of this Certificate of Designations, and subject to adjustments for any stock

splits, stock dividends, stock combinations, recapitalizations or other similar transactions following the date hereof). For purposes

of clarity, this Nasdaq Minimum Price shall apply only for purposes of this Section 14 of the Certificate of Designations and not apply

to any other section of the Certificate of Designations or any Transaction Document. Notwithstanding the foregoing, to the extent that

under the DGCL the vote of the holders of the Preferred Shares, voting separately as a class or series, as applicable, is required to

authorize a given action of the Company, the affirmative vote or consent of the Required Holders of the shares of the Preferred Shares,

voting together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting at which

a quorum is present or by written consent of the Required Holders (except as otherwise may be required under the DGCL), voting together

in the aggregate and not in separate series unless required under the DGCL, shall constitute the approval of such action by both the

class or the series, as applicable. For the avoidance of doubt, for purposes of determining the presence of a quorum at any meeting of

the stockholders of the Company at which the Preferred Shares are entitled to vote, the number of Preferred Shares and votes represented

by such shares shall be counted on an as converted to Common Stock basis, subject to any limitations on conversion set forth herein.

Holders of the Preferred Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy

materials and other information sent to stockholders) with respect to which they would be entitled to vote, which notice would be provided

pursuant to the Company’s bylaws and the DGCL.

15. Covenants.

For so long as any Preferred Shares are outstanding, without the prior written consent of the Required Holders:

(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 Indebtedness).

(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 mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts

and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted

Liens.

Payments and Investments. 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

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 or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment,

as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting a Triggering Event has

occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute a Triggering Event

has occurred and is continuing.

(d) Restriction

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than pursuant to

this Certificate of Designations, the Series A Certificate of Designations, the Series H-7 Certificate of Designations, the Series I

Certificate of Designations and Series J Certificate of Designations).

(e) Restriction

on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company

or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,

leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries

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

business.

(f) 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 conversion of all the Preferred Shares

other than as set forth in the definitive documentation governing such Indebtedness as in effect on the Initial Issuance Date.

(g) 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/or its Subsidiaries on the Subscription Date or any business reasonably 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 in any material respect.

(h) 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; provided, however, that the Company shall have the right to merge or combine wholly-owned Subsidiaries

hereunder, or eliminate or dissolve foreign Subsidiaries, in each case where such restructuring does not have a material impact on the

Company’s assets or ability to comply with the provisions hereof.

(i) 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.

(j) 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.

(k) Maintenance

of Insurance. The Company shall use reasonable best efforts to 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 are generally consistent with the coverage held by the Company on the Initial Issuance Date.

(l) 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 affiliate, except transactions in the ordinary course

of business in a manner and to an extent, if applicable, 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 reasonably expected to

be obtained in a comparable arm’s length transaction with a Person that is not an affiliate thereof.

(m) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (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.

(n) Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever

enacted or in force) that may affect the covenants or the performance of this Certificate of Designations; and (B) expressly waives all

benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution

of any power granted to the Holders by this Certificate of Designations, but will suffer and permit the execution of every such power

as though no such law has been enacted.

(o) Taxes.

The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related

interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon

their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except

where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

(p) Cash

Minimum. From the Closing Date until the date on which less than 1,050 shares of the Series I Preferred Stock are outstanding, the

Company shall, at all times, maintain unencumbered, unrestricted cash and cash equivalents on hand in amount equal to at least 20% of

the aggregate stated value of the Series I Preferred Stock then outstanding. Such cash shall be maintained in one or more domestic deposit

accounts, money market accounts or certificates of deposit (with a maturity of no more than three months) with one or more Eligible Banks.

For purposes hereof, an “Eligible Bank” is a U.S. chartered commercial bank with total assets in excess of $300 billion.

(q) Independent

Investigation. At the request of any Holder either (x) at any time when a Triggering Event has occurred and is continuing, (y) upon

the occurrence of an event that with the passage of time or giving of notice would constitute a Triggering Event or (z) at any time such

Holder reasonably believes a Triggering Event may have occurred or be continuing, the Company shall hire an independent, reputable investment

bank selected by the Company and approved by such Holder to investigate as to whether any breach of the Certificate of Designations has

occurred (the “Independent Investigator”). If the Independent Investigator determines that such breach of the Certificate

of Designations has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written

notice to each Holder of such breach. In connection with such investigation, the Independent Investigator may, during normal business

hours, inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries

and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors

and accountants (including the accountants’ work papers) and any books of account, records, reports and other papers not contractually

required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent

Investigator may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish

the Independent Investigator with such financial and operating data and other information with respect to the business and properties

of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss

the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s

officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said

accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such

reasonable times, upon reasonable notice, and as often as may be reasonably requested.

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

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

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

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

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

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

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

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

to be distributed to the Holders in accordance with this Section 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. In addition to any adjustments pursuant to Section 7(a) and Section 8, if the Company shall declare or make any dividend

or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return

of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares

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

on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred Share was converted at the Floor Price

as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record

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

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

Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution to such extent of

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

(and beneficial ownership) to such extent of any such excess) and the portion of such Distribution shall be held in abeyance for the

benefit of such Holder until such time or times as its right thereto would not result in such Holder and the other Attribution Parties

exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such Distribution (and any Distributions

declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if

there had been no such limitation).

18. Vote

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

consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation,

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

Required Holders, voting together as a single class, the Company shall not (in any case, whether by amendment, modification, recapitalization,

merger, consolidation or otherwise): (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation

or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action

would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit

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

or by merger, consolidation or otherwise; provided that the affirmative vote of the Required Holders shall not be required for changes

to the Series A Preferred Stock, Series H-7 Preferred Stock, Series I Preferred Stock or Series J Preferred Stock; (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 Senior Preferred Stock or Parity Stock, other than the Series J Preferred

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

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

without limiting any provision of Section 2, pay dividends or make any other distribution on any shares of any Junior Stock, other than

the Series A Preferred Stock; (f) issue any Preferred Shares other than as contemplated hereby or pursuant to the Securities Purchase

Agreement; or (g) without limiting any provision of Section 10, whether or not prohibited by the terms of the Preferred Shares, circumvent

a right of the Preferred Shares hereunder.

19. Transfer

of Preferred Shares. A Holder may transfer some or all of its Preferred Shares without the consent of the Company, but any such transfer

shall be in compliance with all applicable securities laws.

20. Reissuance

of Preferred Share Certificates and Book Entries.

(a) Transfer.

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

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

will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 20(d)) (or

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

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

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

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

by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason

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

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

(b) Lost,

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

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

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

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

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

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

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

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

Share Certificate(s) or new Book-Entry (in accordance with Section 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 and/or new Book-Entry, as

applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate

as is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred

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

(in accordance with Section 20(d)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original Book-Entry,

and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding number

of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at the time of such surrender.

(d) Issuance

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

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

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

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

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 or other new Book-Entry, as applicable, issued in connection with such issuance,

does not exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry,

as applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable, and (ii) shall

have an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which

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

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. No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy

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

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

remedy of a Holder at law or equity or under this Certificate of Designations or any of the documents shall not be deemed to be an election

of such Holder’s rights or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall

be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with

respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall

not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company

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

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

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

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

without posting a bond or other security. The Company shall provide all information and documentation to a Holder that is requested by

such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions of this Certificate of Designations.

22. Payment

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

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

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

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

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

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

without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under

this Certificate of Designations with respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase price

paid for each Preferred Share was less than the original Stated Value thereof.

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 Initial Issuance 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 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, an Alternate Conversion Price, a VWAP

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

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

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

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

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

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

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

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

the case may be), then such Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii) Such

Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each

case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such

Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being

understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the

Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled

to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect

to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered

to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such

Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any

written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The

Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such

Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate between the Company and

each Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)

and that any Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance

with this Section 25, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance

or sale or deemed issuance or sale of Common Stock occurred under Section 8(a), (B) the consideration per share at which an issuance

or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance

or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes an

Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) 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, (iv) the applicable Holder (and only such Holder with respect to disputes

solely relating to such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 25 to any

state or federal court sitting in The City of New York, Borough of Manhattan, New York, in lieu of utilizing the procedures set forth

in this Section 25 and (v) nothing in this Section 25 shall limit such Holder from obtaining any injunctive relief or other equitable

remedies (including, without limitation, with respect to any matters described in this Section 25).

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 in each case that such information shall

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

(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).

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 wire transfer of immediately

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

any amount expressed to be due by the terms of this Certificate of 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 (except to the extent such amount is simultaneously accruing Dividends at the Default Rate hereunder) 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 fifteen percent (15%)

per annum from the date such amount was due until the same is paid in full (“Late Charge”).

27. Waiver

of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of Designations

and the Securities Purchase Agreement.

28. Governing

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

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

Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other

jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Except as otherwise

required by Section 25 above, 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, New York, 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 (i) shall be deemed

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

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

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

of Section 25 above. 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) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

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

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

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Certificate of Designations.

30. Severability.

If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or unenforceable by a

court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to

apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not

affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of Designations as so

modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the

prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations

or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),

the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

31. Maximum

Payments. Without limiting Section 9(c) 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 DGCL, the

Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may be effected

by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance

with the applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections of the DGCL

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

(b) Amendment.

Except for Section 4(d)(i), which may not be amended or waived hereunder, this Certificate of Designations or any provision hereof may

be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance

with the DGCL, of the Required Holders, voting separately as a single class, and with such other stockholder approval, if any, as may

then be required pursuant to the DGCL and the Certificate of Incorporation.

33. Certain

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

(a) “1934

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

(b) “Additional

Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all accrued and unpaid Dividends

on such Preferred Share.

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

sale (or deemed issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights of the type described

in Section 7(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with

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

(d) “Affiliate”

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

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

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

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

(e) “Alternate

Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant

to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of

(I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Alternate Conversion Date

and (II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common

Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion

from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the

applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such definition.

(f)  “Alternate

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

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

Floor Price and (y) 80% of the lowest VWAP of the Common Stock of any Trading Day during the twenty (20) consecutive Trading Day period

ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such

period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any

stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the

Common Stock during such Alternate Conversion Measuring Period.

(g) “Approved

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

Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock or other awards convertible,

exercisable for or exchangeable for shares of Common Stock may be issued to any employee, officer, consultant or director for services

provided to the Company in their capacity as such.

(h) “Attribution

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

funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed or advised

by a Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder

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

foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with

such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the

foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.

(i) “Bloomberg”

means Bloomberg, L.P.

(j) “Book-Entry”

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

hereunder.

(k) “Business

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

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the

direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(l) “Change

of Control” means (a) 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 Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power

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

reorganization, recapitalization or reclassification, (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 or (iv) bona fide arm’s length sales or acquisitions

by the Company with one or more third parties as long as holders of the Company’s voting power as of the Issuance Date continue

after such sale or acquisition to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders

of at least 51% 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 sale or acquisition (in each

of clauses (i) through (iv), a “Change of Control Exception”), or (b) individuals who constitute the Continuing Directors,

taken together, ceasing for any reason to constitute at least a majority of the Board, other than in connection with a Change of Control

Exception.

(m) “Change

of Control Redemption Premium” means the greater of (i) 125% or (ii) the Black-Scholes Value of the remaining unconverted shares

of Preferred Stock on the date of the consummation of such Change of Control. For purposes of this definition “Black Scholes

Value” means the value of the unconverted shares of Preferred Stock based on the Black-Scholes Option Pricing Model obtained

from the “OV” function on Bloomberg determined as of the date in question for pricing purposes and reflecting (A)

a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible

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

(as the case may be), (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated

Change of Control, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share

being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Change of Control and (ii)

the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated

Change of Control (or the consummation of the applicable Change of Control, if earlier) and ending on the Trading Day of the Holder’s

request pursuant to this section, (D) a remaining option time equal to the remaining term of such Option, Convertible Security or Adjustment

Right (as the case may be), and (E) a zero cost of borrow.

(n) “Closing

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

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

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

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

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

bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security

is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,

of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no

closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the

ask prices, respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency

succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security

on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security

on such date shall be the fair market value as mutually determined by the Company and the Required 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.

(o) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued

the Preferred Shares and the Warrants pursuant to the terms of the Securities Purchase Agreement.

(p) “Common

Stock” means (i) the Company’s shares of common stock, par value $0.0001 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.

(q) “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(r) “Continuing

Directors” means the directors of the Company on the date hereof and each other director, if, in each case, such other director

is nominated for election by the Board a majority of whom are directors on the date hereof or whose election or nomination for election

was approved by one or more of such directors.

(s) “Conversion

Floor Price Condition” means that the relevant Alternate Conversion Price is being determined based on clause (x) of such definition.

(t) “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.

(u) “Dividend

Date” means the first Trading Day of each calendar quarter with the first Dividend Date being July 1, 2026.

(v) “Dividend

Rate” means seven percent (7.0%) per annum, as may be adjusted from time to time in accordance with Section 3.

(w) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the

OTCQX, the OTCQB or the Principal Market.

(x) “Event

Market Price” means, with respect to any Stock Combination Event Date, the lower of (i) the Conversion Price in effect

immediately after such Stock Combination Event Date (and, for the avoidance of doubt, as adjusted following such Stock Combination Event

Date as set forth herein), and (ii) the lowest VWAP of the Common Stock for any Trading Day during the eleven (11) consecutive Trading

Day period commencing on the fifth (5th) Trading Day immediately preceding the Stock Combination Event Date and ending on the fifth (5th)

Trading Day immediately following the Stock Combination Event Date.

(y) [Reserved.]

(z) “Floor

Price” means the lower of (x) $0.502 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Nasdaq

Stock Market) on the Stockholder Approval Date (as defined in the Securities Purchase Agreement), in each case, subject to adjustment

for stock splits, stock dividends, stock combinations, recapitalizations or other similar events, or, in any case, such lower amount

as permitted, from time to time, by the Principal Market.

(aa) “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)

another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or

assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more

Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its voting

stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders

of at least either (x) more than 50% of the outstanding voting power of the Company, (y) more than 50% of the outstanding voting power

of the Company calculated as if any shares of voting stock held by all Subject Entities making or party to, or Affiliated with any Subject

Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of voting stock

such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or

exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding

voting power of the Company, or (iv) consummate a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such

Subject Entities, individually or in the aggregate, acquire, either (x) more than 50% of the outstanding voting power of the Company

(y) more than 50% of the outstanding voting power of the Company calculated as if any shares of voting stock held by all the Subject

Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business

combination were not outstanding; or (z) such number of shares of voting stock of the Company such that the Subject Entities become collectively

the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding voting power of the Company,

or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through

subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities

in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly,

whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of voting

stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization,

recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) more than 50% of the aggregate ordinary voting

power represented by issued and outstanding shares of voting stock of the Company, (y) more than 50% of the aggregate ordinary voting

power represented by issued and outstanding shares of voting stock of the Company not held by all such Subject Entities as of the date

of this Certificate of Designations calculated as if any shares of voting stock of the Company held by all such Subject Entities were

not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of voting stock

of the Company or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger

or other transaction requiring other stockholders of the Company to surrender their shares of voting stock of the Company without approval

of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or

more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent,

or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this

definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(bb) “GAAP”

means United States generally accepted accounting principles, consistently applied.

(cc) “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.

(dd) [Reserved.]

(ee) “Indebtedness”

of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as

the deferred purchase price of property or services, including, without limitation, “capital leases” in accordance with United

States generally accepted accounting principles consistently applied for the periods covered thereby (other than trade payables entered

into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to

letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments,

including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness

created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect

to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank

under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under

any leasing or similar arrangement which, in connection with United States generally accepted accounting principles, consistently applied

for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above

secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage,

deed of trust, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever in or upon any property or assets

(including accounts and contract rights) with respect to any asset or property owned by any Person, even though the Person which owns

such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in

respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

(ff) “Intellectual

Property Rights” means, with respect to the Company and its Subsidiaries, all of their rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor.

(gg) “Investment”

means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,

advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the

purchase of any assets of another Person for greater than the fair market value of such assets.

(hh) “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.

(ii)

“Make-Whole Amount” means, as of any given date and as applicable, in connection with any conversion, redemption or

other repayment hereunder, an amount equal to the amount of additional Dividends that would accrue under this Certificate of Designations

at the Dividend Rate then in effect assuming for calculation purposes that the Stated Value of this Certificate of Designations as of

the Closing Date remained outstanding through and including the one year anniversary of the applicable date of conversion of the Preferred

Shares.

(jj) [Reserved.]

(kk) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(ll) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or

equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the

Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(mm) “Permitted

Indebtedness” means (i) Indebtedness existing on December 31, 2025 and reflected on the Company’s balance sheet included

in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2026, (ii) Indebtedness secured by Permitted Liens

or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens, and (iii) if less than 9,200 Preferred Shares

remain outstanding, the Permitted Senior Indebtedness.

(nn) “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 acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness

incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment 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 $150,000, (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) and (viii) Liens with respect

to the Permitted Senior Indebtedness.

(oo) “Permitted

Senior Indebtedness” means non-convertible Indebtedness issued pursuant to a credit facility with a bank or similar financial

institution with no principal payments required prior to the 91st calendar day after the Initial Issuance Date, provided, however,

that the aggregate outstanding principal amount of such Indebtedness permitted hereunder does not at any time exceed $10 million; provided,

further, however, no Permitted Senior Indebtedness shall permit the lender to accelerate such Permitted Senior Indebtedness

as a result of the occurrence of any Triggering Event hereunder or the Holder’s delivery of a Triggering Event Redemption Notice.

(pp) “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(qq) “Principal

Market” means the Nasdaq Capital Market.

(rr) “Redemption

Notices” means, collectively, the Triggering Event Redemption Notices and the Change of Control Redemption Notices, and each

of the foregoing, individually, a “Redemption Notice.”

(ss) “Redemption

Premium” means 130%.

(tt) “Redemption

Prices” means, collectively, any Triggering Event Redemption Price and Change of Control Redemption Price, and each of the

foregoing, individually, a “Redemption Price.”

(uu) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(vv) “Securities

Purchase Agreement” means that certain securities purchase agreement by and among the Company and the initial holders of Preferred

Shares, dated as of the Subscription Date, as may be amended from time in accordance with the terms thereof.

(ww) “Stated

Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.

(xx) “Subscription

Date” means April 27, 2026.

(yy) “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(zz) “Subsidiaries”

shall have the meaning as set forth in the Securities Purchase Agreement.

(aaa) “Successor

Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving

any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental

Transaction shall have been entered into.

(bbb) “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any

day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for

the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that

“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less

than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the

hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder

or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York

Stock Exchange (or any successor thereto) is open for trading of securities.

(ccc) “Transaction

Documents” means the Securities Purchase Agreement, this Certificate of Designations, the Warrants and each of the other agreements

and instruments entered into or delivered by the Company or any of the Holders in connection with the transactions contemplated by the

Securities Purchase Agreement, all as may be amended from time to time in accordance with the terms thereof.

(ddd) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board

for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest

closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security

on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined

by the Company and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such

security, then such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

(eee) “Warrants”

has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor

or replacement thereof.

(fff) “Warrant

Shares” means, collectively, the shares of Common Stock issuable upon exercise of the Warrants.

34. Disclosure.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company

has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to

the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately

following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise.

In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its

Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice

from such Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company

immediately upon receipt of notice from such Holder), such Holder shall be entitled to presume that information contained in the notice

does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section

34 shall limit any obligations of the Company, or any rights of any Holder, under Section 4(l) of the Securities Purchase Agreement.

35. Absence

of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company

and that each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of such Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that each Holder may freely trade in any securities issued by the Company,

may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

* * * *

WITNESS WHEREOF, the Company has caused this Certificate of Designations of Series K Convertible Preferred Stock of StableX Technologies,

Inc. to be signed by its Chief Executive Officer on this 27th day of April, 2026.

STABLEX

TECHNOLOGIES, INC.

By:

/s/

Joshua Silverman

Name:

Joshua

Silverman

Title:

Chief

Executive Officer

Signature

Page to Certificate of Designations

EXHIBIT

STABLEX

TECHNOLOGIES, INC.

CONVERSION

NOTICE

Reference

is made to the Certificate of Designations, Preferences and Rights of the Series K Convertible Preferred Stock of StableX Technologies,

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 K Convertible Preferred Stock, par value $0.0001 per share (the “Preferred

Shares”), of StableX Technologies, Inc., a Delaware corporation (the “Company”), indicated below into shares

of common stock, par value $0.0001 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:

Exhibit I

Account

Number:

Date:

_____________ __, ____

Name

of Registered Holder

By:

Name:

Title:

Tax

ID: _______________________

E-mail

Address: ________________

Exhibit I

EXHIBIT

ACKNOWLEDGMENT

The

Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock are eligible

to be resold by the Holder without restriction or any legend and (c) hereby directs _________________ to issue the above indicated number

of shares of Common Stock in accordance with the Transfer Agent Instructions dated [____] from the Company and acknowledged and agreed

to by ________________________.

STABLEX

TECHNOLOGIES, INC.

By:

Name:

Title:

Exhibit II

EX-3.3

Filename: ex3-3.htm · Sequence: 4

Exhibit 3.3

AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF PREFERENCES

AND RIGHTS OF

SERIES H-7 CONVERTIBLE PREFERRED STOCK

STABLEX TECHNOLOGIES, INC.

a Delaware corporation

This Amended and Restated Certificate

of Designations of Series H-7 Convertible Preferred Stock (this “Certificate of Designations”) is dated as of April

27, 2026 (the “Effective Date”);

WHEREAS, the board of directors (the “Board”)

of StableX Technologies, Inc. (the “Company”) pursuant to the authority expressly conferred upon the Board by the Company’s

Certificate of Incorporation (the “Certificate of Incorporation”), and Section 151 of the Delaware General Corporation

Law (“DGCL”), has previously fixed the rights, preferences, restrictions and other matters relating to a series of

the Company’s preferred stock, consisting of 22,000 authorized shares of preferred stock, classified as Series H-7 Convertible Preferred

Stock (the “Preferred Stock”), and the Certificate of Designations of the Preferred Stock (the “Original Certificate

of Designations”) evidencing such terms was filed with the Secretary of State of the State of Delaware on August 7, 2023;

WHEREAS, pursuant to the authority conferred

upon the Board in accordance with the Certificate of Incorporation and the Bylaws of the Company, the Board has duly adopted a resolution

amending and restating the rights of the Preferred Stock, declaring said amendment and restatement to be advisable and desirable; and

WHEREAS, this Certificate of Designations

has been duly adopted in accordance with Section 151 of the DGCL.

NOW, THEREFORE, be it resolved, that the

Board does hereby provide that the rights set forth in the Original Certificate of Designations are hereby amended and restated as follows:

SERIES H-7 PREFERRED STOCK

1. Designation and Number of Shares.

There shall hereby be created and established a series of preferred stock of the Company designated as “Series H-7 Convertible Preferred

Stock” (the “Preferred Shares”). The authorized number of Preferred Shares shall be 22,000. Each Preferred Share

shall have a par value of $0.0001. Capitalized terms not defined herein shall have the meaning as set forth in Section 33 below.

2. Ranking. Except to the extent

that the holders of at least a majority of the outstanding Preferred Shares (the “Required Holders”) expressly consent

to the creation of Parity Stock (as defined below) or 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 separately as a single class, the Company shall not hereafter authorize or issue

any additional or other shares of capital stock that are (i) of senior rank to the Preferred Shares in respect of the preferences as to

dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Senior

Preferred Stock”), (ii) of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions

and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Parity Stock”) or

(iii) any Junior Stock having a maturity date or any other date requiring redemption or repayment of such shares of Junior Stock that

is prior to the Maturity Date. In the event of the merger or consolidation of the Company with or into another corporation, the Preferred

Shares shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or

consolidation shall be consummated if it would result in the Preferred Shares being treated in any manner inconsistently with the foregoing.

3. Dividends and Payments.

(a) 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 on the Stated Value of the Preferred Shares

(“Dividends”) payable, subject to the conditions and other terms hereof, in cash out of funds legally available therefor

at the Dividend Rate computed on the basis of a 360-day year and twelve 30-day months and shall compound each calendar quarter; provided

that a Holder and the Company may mutually agree to convert any Dividends into shares of Common Stock at a price to be mutually determined

by the Company and such Holder, which shall not be less than the Floor Price.

(b) Dividends shall be payable in arrears

on (i) each Dividend Date, and (ii) upon any redemption in accordance with Section 12 or any required payment upon any Triggering Event.

From and after the occurrence and during the continuance of any Triggering Event and ending on the date on which such Triggering Event

is subsequently cured (and no other Triggering Event then exists), Dividends shall accrue on the Stated Value of each Preferred Share

at fifteen percent (15.0%) per annum (the “Default Rate”) and shall be computed on the basis of a 360-day year and

twelve 30-day months.

shall pay to the Holder an amount in funds legally available therefor equal to the sum of (i) 107% of the Stated Value of the Preferred

Shares held by such Holder, (ii) accrued and unpaid Dividends and (iii) unpaid Late Charges. Other than as specifically permitted hereunder,

the Company may not prepay any portion of the aggregate Stated Value underlying outstanding Preferred Shares, accrued and unpaid Dividends

or accrued and unpaid Late Charges.

4. Conversion. At any time after

the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and non-assessable shares of Common

Stock (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 Initial Issuance Date, each Holder shall be

entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly issued, fully paid and non-assessable

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 Preferred Shares.

(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 (1) the Stated Value thereof plus

(2) the Make Whole Amount, (3) the Additional Amount thereon and any accrued and unpaid Late Charges (as defined below in Section 26(c))

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, $6.1933, as of the Effective Date,

subject to adjustment as provided herein following the Effective Date.

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

(i) Optional Conversion.

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

(whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed

notice of conversion of the 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 two (2) Trading Days following a

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

for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”)

so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction

as contemplated by Section 20(b)). On or before the first (1st) Trading Day following

the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation

as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement,

in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Company’s transfer

agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such

Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following each date on which the Company

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

for the settlement of a trade initiated on the applicable Conversion Date of such 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’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”),

credit such aggregate number of shares of Common Stock to which such Holder shall be entitled pursuant to such conversion to such Holder’s

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

participating in FAST, upon the request of such Holder, issue and deliver (via reputable overnight courier) to the address as specified

in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of 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 two (2) 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 or a new Book-Entry (in either case, 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. Notwithstanding the foregoing, with respect to any Conversion Notice delivered

by a Buyer (as defined in the Securities Purchase Agreement) to the Company on or prior to 4:00 p.m. (New York City time) on the Trading

Day immediately prior to the date of initial issuance of such applicable Preferred Shares to be converted pursuant to such Conversion

Notice (each, an “Issuance Date”), which may be delivered at any time after the time of execution of the Securities

Purchase Agreement, the Company agrees to deliver the shares of Common Stock issuable upon conversion of such Preferred Shares to be issued

on such date subject to such notice(s) by 4:00 p.m. (New York City time) on such applicable Issuance Date and such Issuance Date shall

be the Share Delivery Deadline for purposes hereunder with respect to such Conversion Notice.

(ii) Company’s Failure

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

if the Transfer Agent is not participating in FAST, to issue and deliver to such Holder (or its designee) 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, if the Transfer Agent is participating in FAST, 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 Conversion Amount (as

the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to such Holder, (X) the

Company shall pay in cash from funds legally available therefor to such Holder on each day after the Share Delivery Deadline that the

issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number of shares

of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied

by (B) any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on

the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (Y) such Holder, upon written notice to the Company,

may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all, or any portion, of such Preferred

Shares that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect

the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(ii)

or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST,

the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such shares of Common Stock on

the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance

account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such

Holder is entitled upon such Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (ii)

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

of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that such Holder

is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”),

then, in addition to all other remedies available to such Holder, the Company shall, within two (2) Business Days after receipt of such

Holder’s request and in such Holder’s discretion, either: (I) pay cash from funds legally available therefor to such Holder

in an amount equal to such Holder’s total purchase price (including brokerage commission, stock loan costs and other out-of-pocket

expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf,

of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate

(and to issue such shares of Common Stock) or credit to the balance account of such Holder or such Holder’s designee, as applicable,

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 the balance account of such Holder or

such Holder’s designee, as applicable, 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 from funds legally available therefor 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). Nothing herein shall limit a Holder’s right to pursue

any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to

electronically deliver such shares of Common Stock) upon the conversion of the Preferred Shares as required pursuant to the terms hereof.

Notwithstanding anything herein to the contrary, with respect to any given Conversion Failure, this Section 4(c)(ii) shall not apply to

a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Conversion Failure, as applicable,

pursuant to the analogous sections of the Securities Purchase Agreement.

(iii) Registration; Book-Entry.

At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail)

to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form.

The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”)

for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and

whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered Preferred

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

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

all purposes (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 held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented

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

as contemplated by this Section 4(c)(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 COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES H-7 PREFERRED STOCK REPRESENTED

BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES H-7 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE

MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES H-7 PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE

OF DESIGNATIONS RELATING TO THE SHARES OF SERIES H-7 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 Holder Pro Rata Amount of such Holder’s Preferred Shares submitted for conversion on such

date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of

Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable

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

Stock not in dispute and resolve such dispute in accordance with Section 25.

(d) Limitation on Beneficial

Ownership.

(i) Beneficial Ownership.

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

to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and

any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such

Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99% (the “Maximum Percentage”)

of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence,

the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number

of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon

conversion of the Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of

Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder

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

of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants, including the Preferred

Shares and the Warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise

analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated

in accordance with Section 13(d) of the 1934 Act. In addition, a determination as to any group status as contemplated above shall be determined

in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For purposes of determining the

number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum

Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent

Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case

may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if

any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the

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

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

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

to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common

Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder,

the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Holder the number of shares

of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect

to the conversion or exercise of securities of the Company, including such Preferred Shares, by such Holder and any other Attribution

Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common

Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section

13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be

cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice

to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st)

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

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

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

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

Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall

not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the

1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of

the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall

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

to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership

limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such

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

(ii) Principal Market Regulation.

The Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise pursuant to the terms of

this Certificate of Designations if the issuance of such shares of Common Stock (taken together with the issuance of all other shares

of Common Stock upon exercise of the Warrants) would exceed the aggregate number of shares of Common Stock which the Company may issue

upon exercise or conversion (as the case may be) of the Preferred Shares and the Warrants without breaching the Company’s obligations

under the rules and regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations,

the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval

of its stockholders as required by the applicable rules and regulations of the Principal Market for issuances of shares of Common Stock

in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which

opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no Holder

shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Preferred Shares or any Warrant, shares of

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

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

of Preferred Shares issued to the Holders on the Initial Issuance Date (with respect to each Holder, the “Exchange Cap Allocation”).

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

a pro rata portion of such Holder’s Exchange Cap Allocation with respect to such portion of such Preferred Shares so transferred,

and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation

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

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

full of such Preferred Shares shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Preferred Shares

and/or related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares and/or related

Warrants then held by each such holder of Preferred Shares and/or related Warrants. In the event that after November 5, 2023, the Company

is prohibited from issuing any shares of Common Stock pursuant to this Section 4(d)(ii)(the “Exchange Cap Shares”)

to a Holder, the Company shall pay cash from funds legally available therefor to such Holder in exchange for the redemption of such number

of Preferred Shares held by such 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 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 Exchange Cap Shares to the

Company and ending on the date of such issuance and payment under this Section 4(d)(ii) 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, any brokerage commissions and other out-of-pocket expenses, if any, of such Holder incurred in connection therewith.

(e) Right of Alternate Conversion.

(i) Alternate Conversion Upon

a Triggering Event. Subject to Section 4(d), at any time during a Triggering Event Redemption Right Period (as defined below), such

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

each an “Alternate Conversion Date”), convert all, or any number of Preferred Shares (such Conversion Amount of the

Preferred Shares to be converted pursuant to this Section 4(e)(ii), each, an “Alternate Conversion Amount”) into shares

of Common Stock at the Alternate Conversion Price (each an “Alternate Conversion”).

(ii) Mechanics of Alternate

Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any Alternate Conversion Amount of Preferred Shares

pursuant to Section 4(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunder

with respect to such Alternate Conversion and with “Alternate Conversion Amount” replacing “Conversion Amount”

in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by designating in the Conversion Notice

delivered pursuant to this Section 4(e) of this Certificate of Designations that such Holder is electing to use the Alternate Conversion

Price for such conversion; provided that in the event of the Conversion Floor Price Condition, on the applicable Alternate Conversion

Date the Company shall also deliver to the Holder the applicable Alternate Conversion Floor Amount. Notwithstanding anything to the contrary

in this Section 4(e), but subject to Section 4(d), until the Company delivers shares of Common Stock representing the applicable Alternate

Conversion Amount of Preferred Shares to such Holder, such Preferred Shares may be converted by such Holder into shares of Common Stock

pursuant to Section 4(c) without regard to this Section 4(e).

5. Triggering Event Redemptions.

(a) Triggering Event.

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

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

(i) the suspension from trading

or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period of five (5) consecutive

Trading Days;

(ii) the Company’s (A) failure

to cure a Conversion Failure 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 the case may be) or (B) written notice to

any holder of 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) hereof;

(iii) except to the extent the

Company is in compliance with Section 11(b) below, at any time following the tenth (10th)

consecutive day that a Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the sum of (A) 150%

of the number of shares of Common Stock that such Holder would be entitled to receive upon a conversion, in full, of all of the Preferred

Shares then held by such Holder (assuming a conversion at the Floor Price then in effect and without regard to any limitations on conversion

set forth in this Certificate of Designations) and (B) 150% of the number of shares of Common Stock that such Holder would then 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) subject to the applicable

provisions of the DGCL, the Board fails to declare any Dividend to be paid on the applicable Dividend Date in accordance with Section

(v) the Company’s failure

to pay to any Holder any Dividend on any Dividend Date (whether or not declared by the Board) 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, whether or not permitted pursuant

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

remains uncured for a period of at least five (5) Trading Days;

(vi) the Company fails to remove

any restrictive legend on any certificate or any shares of Common Stock issued to the applicable Holder upon conversion or exercise (as

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

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

federal securities laws, and any such failure remains uncured for at least five (5) Trading Days;

(vii) the occurrence of any default

under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness (as defined in the Securities

Purchase Agreement) of the Company or any of its Subsidiaries;

(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 $500,000 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, however, any judgment which is covered by insurance or an indemnity

from a credit worthy party shall not be included in calculating the $500,000 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;

(xii) the Company and/or any Subsidiary,

individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to

any Indebtedness in excess of $500,000 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 $500,000, which breach or violation permits the other party thereto to declare a default or otherwise

accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the passage of

time or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which

default or event of default would or is likely to have a material adverse effect on the business, assets, operations (including results

thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually

or in the aggregate, but only if such failure or occurrence remains uncured for a period of at least five (5) days;

(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;

(xiv) a false or inaccurate certification

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

(xv) any breach or failure in

any respect by the Company or any Subsidiary to comply with any provision of Section 15(m) of this Certificate of Designations;

(xvi) any Material Adverse Effect

(as defined in the Securities Purchase Agreement) occurs that has not been cured, if capable of curing, within five (5) Trading Days of

the occurrence thereof; or

(xvii) any provision of any Transaction

Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable

against the Company, or the validity or enforceability thereof shall be contested, directly or indirectly, by the Company or any Subsidiary,

or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them,

seeking to establish the invalidity or unenforceability thereof or the Company or any of its Subsidiaries shall deny in writing that it

has any liability or obligation purported to be created under one or more Transaction Documents.

(b) Notice of a Triggering

Event; 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 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 fifteenth (15th) Trading Day after the later of (x) the later of (1) the date such Triggering

Event is cured and (2) the date the Company delivers written notice to the Holders of the cure of such Triggering Event 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 (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium

and (ii) the product of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as such Holder delivers a

Triggering Event Redemption Notice multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the 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.

upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that is then

required or in process, upon any Bankruptcy Triggering Event, whether occurring prior to or following the Maturity Date, the Company shall

immediately redeem, out of funds legally available therefor, 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.

6. Rights Upon Fundamental Transactions.

(a) Assumption. The Company

shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity (if the Successor Entity is not the Company)

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 (if

the Successor Entity is not the Company) 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 and 17, which shall continue to be

receivable thereafter)) issuable upon the conversion or redemption of the Preferred Shares prior to such Fundamental Transaction, such

shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder

would have been entitled to receive upon the happening of such Fundamental Transaction had all the Preferred Shares held by each Holder

been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred

Shares contained in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations.

Notwithstanding the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section

6(a) to permit the Fundamental Transaction without the assumption of the Preferred Shares. The provisions of this Section 6 shall apply

similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion

or redemption of the Preferred Shares.

(b) Notice of a 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 electronic mail 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 (A) the date of consummation of such Change of Control or (B) twenty (20)

Trading Days after the date of receipt of such Change of Control Notice or (C) twenty (20) Trading Days after the date of the announcement

of such Change of Control, 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 funds legally available therefor at a price equal to the

greatest of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount of the Preferred Shares

being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion Amount

of the Preferred Shares being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the

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

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

Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control Redemption

Premium multiplied by (z) the product of (A) the Conversion Amount of the Preferred Shares being redeemed multiplied by (B) the quotient

of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid

to such holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting

publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately

prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following

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

prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Rights Upon Issuance of Purchase

Rights and Other Corporate Events.

(a) Purchase Rights.

In addition to any adjustments pursuant to Section 8 below, if at any time the Company grants, issues or sells any Options, Convertible

Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders

of any class of Common Stock (the “Purchase Rights”), then each Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number

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

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

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

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

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

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

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

Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial

ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase

Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,

if applicable) for the benefit of such Holder until such time or times, if ever, as its right thereto would not result in such Holder

and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be granted such right (and

any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance

(and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number

of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

(b) Other Corporate Events.

In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant

to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares

of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that each Holder will

thereafter have the right, at such Holder’s option, to receive upon a conversion of all the Preferred Shares held by such Holder

(i) 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 set

forth 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 preceding sentence shall be in a form and substance satisfactory to

the Required Holders. The provisions of this Section 7 shall apply similarly and equally to successive Corporate Events and shall be applied

without regard to any limitations on the conversion or redemption of the Preferred Shares set forth in this Certificate of Designations.

8. Rights Upon Issuance of Other Securities.

(a) Adjustment of Conversion

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

into any agreement or publicly announces its intention to grant, issue or sell), or in accordance with this Section 8(a) is deemed to

have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or

held by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted,

issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion

Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then

in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),

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

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

Price under this Section 8(a)), the following shall be applicable:

(i) Issuance of Options.

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

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

or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less

than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company

at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section 8(a)(i), the “lowest

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

or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”

shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with

respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion,

exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and

(y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may become issuable assuming

all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities

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

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

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

of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit

conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options

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

of such Convertible Securities.

(ii) Issuance of Convertible

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

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

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

and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue

or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 8(a)(ii), the “lowest

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

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

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

or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise

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

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

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

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

such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of

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

made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise

pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for

which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 8(a), except as contemplated

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

(iii) Change in Option Price

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

upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible

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

conversion or exercise prices, as applicable, in connection with an event referred to in Section 8(b) below), the Conversion Price in

effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at such time

had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased

or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section 8(a)(iii),

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

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

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

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

would result in an increase of the Conversion Price then in effect.

(iv) Calculation of Consideration

Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed

issuance or sale of any other securities of the Company (as determined by the Required Holders, the “Primary Security”,

and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the

Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share

of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such

Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of Common Stock is at any time

issuable upon the exercise or conversion of the Primary Security in accordance with Section 8(a)(i) or 8(a)(ii) above and (z) the lowest

VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”)

immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released

prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day

period and if any Preferred Shares are converted, on any given Conversion Date during any such Adjustment Period, solely with respect

to such Preferred Shares converted on such applicable Conversion Date, such applicable Adjustment Period shall be deemed to have ended

on, and included, the Trading Day immediately prior to such Conversion Date). If any shares of Common Stock, Options or Convertible Securities

are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount

of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold

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

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

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

the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity

in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be

the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common

Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded

securities will be determined jointly by the Company and the Required Holders. If such parties are unable to reach agreement within ten

(10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration

will be determined within five (5) Trading Days after the tenth (10th) day following such

Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of

such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be

borne by the Company.

(v) Record Date. If the

Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution

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

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

to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting

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

(b) Adjustment of Conversion

Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Sections 7, 17 or 8(a), if the Company at

any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination, recapitalization or other

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

in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Sections 7, 17 or 8(a),

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

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

Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 8(b)

shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under

this Section 8(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price

shall be adjusted appropriately to reflect such event.

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

any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any such

securities, “Variable Price Securities”) after the Subscription Date that are issuable pursuant to such agreement or

convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price of

the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary

anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations

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

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

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

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

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

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

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

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

(d) Stock Combination Event

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

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

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

is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 8(b) above), then on the fifth (5th)

Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such fifth (5th) Trading Day

following the Stock Combination Event (after giving effect to the adjustment in Section 8(b) above) shall be reduced (but in no event

increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise

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

(e) Other Events. In

the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if

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

this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights,

phantom stock rights or other rights with equity features), then the Board shall in good faith determine and implement an appropriate

adjustment in the Conversion Price so as to protect the rights of such Holder, provided that no such adjustment pursuant to this Section

8(e) will increase the Conversion Price as otherwise determined pursuant to this Section 8, provided further that if such Holder does

not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Board and such Holder

shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,

whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.

(f) Calculations. All

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

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

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

(g) Voluntary Adjustment

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

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

period of time deemed appropriate by the Board.

9. Reserved.

10. Noncircumvention. The Company

hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, 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 hereunder. 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 sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder

is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth

in Section 4(d)(i) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining

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

11. Authorized Shares.

(a) Reservation. So long

as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 150% of the aggregate 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 at the Floor

Price then in effect (without regard to any limitations on conversions and assuming the Preferred Shares remain outstanding until the

Maturity Date) (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase

in the number of shares so reserved) shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by

each Holder on the Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share

Allocation”). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each

transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved

and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares,

pro rata based on the number of the Preferred Shares then held by the Holders.

(b) Insufficient Authorized

Shares. If, notwithstanding Section 11(a) and not in limitation thereof, at any time while any of the Preferred Shares remain outstanding

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

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

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

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

Shares then outstanding (or deemed outstanding pursuant to Section 11(a) above). Without limiting the generality of the foregoing sentence,

as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after

the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase

in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a

proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common

Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal (or, if a majority of the voting

power then in effect of the capital stock of the Company consents to such increase, in lieu of such proxy statement, deliver to the stockholders

of the Company an information statement that has been filed with (and either approved by or not subject to comments from) the SEC with

respect thereto). 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 legally available funds in exchange for the redemption of such portion

of the Conversion Amount of the Preferred Shares 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 and other out-of-pocket expenses, 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 to such Holder in legally available funds 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 legally available funds concurrently

with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within

five (5) Business Days after the Company’s receipt of such notice otherwise. If a Holder has submitted a Maturity Redemption Notice

in accordance with Section 13 below, the Company shall deliver the applicable Maturity Redemption Price to such Holder in legally available

funds on the applicable Maturity Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder

at a time a Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of such Holder delivered

in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to such

Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s

payment obligation under such other Transaction Document. 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 Share Certificate (in accordance with Section 20) (or evidence

of the creation of a new Book-Entry) 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 (including, without limitation,

to the extent such payment is prohibited pursuant to the DGCL), at any time thereafter and until the Company pays such unpaid Redemption

Price in full, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder all

or any of the Preferred Shares that were submitted for redemption and for which the applicable Redemption Price (together with any Late

Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null

and void with respect to such Preferred Shares, (y) the Company shall immediately return the applicable Preferred Share Certificate, or

issue a new Preferred Share Certificate (in accordance with Section 20(d)), to such Holder (unless the Preferred Shares are held in Book-Entry

form, in which case the Company shall deliver evidence to such Holder that a Book-Entry for such Preferred Shares then exists), and in

each case the Additional Amount of such Preferred Shares shall be increased by an amount equal to the difference between (1) the applicable

Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Stated Value portion of

the Conversion Amount submitted for redemption and (z) the Conversion Price of such Preferred Shares shall be automatically adjusted with

respect to each conversion effected thereafter by such Holder to the lowest of (A) the Conversion Price as in effect on the date on which

the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% 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) the greater of (x) the Floor Price and

(y) 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.

(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 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 two (2) Business Days prior to the Company’s receipt of the initial Redemption Notice and ending on and including the date which

is two (2) Business Days after the Company’s receipt of the initial Redemption Notice and the Company is unable to redeem all of

the Conversion Amount of such Preferred Shares 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 Stated Value

of the Preferred Shares submitted for redemption pursuant to such Redemption Notices received by the Company during such seven (7) Business

Day period.

13. Reserved.

14. Voting Rights. Except as otherwise

provided herein or as required by applicable law, Holders of Preferred Shares shall be entitled to vote with holders of the Common Stock

on all matters that such holders of Common Stock are entitled to vote upon, in the same manner and with the same effect as the holders

of Common Stock, voting together with the holders of Common Stock as a single class. Each Preferred Share shall entitle the Holder thereof

to cast that number of votes per Preferred Share equal to the number of Conversion Shares underlying the Preferred Shares determined by

dividing the Stated Value by the NASDAQ Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) immediately preceding the execution

and delivery of the Securities Purchase Agreement (or $92.16 per share, as of the Effective Date, and subject to adjustments for any stock

splits, stock dividends, stock combinations, recapitalizations or other similar transactions following the Effective Date). For purposes

of clarity, NASDAQ Minimum Price shall apply only for purposes of this Section 14 of the Certificate of Designations and not apply to

any other section of the Certificate of Designations or any Transaction Document. Notwithstanding the foregoing, to the extent that under

the DGCL the vote of the holders of the Preferred Shares, voting separately as a class or series, as applicable, is required to authorize

a given action of the Company, the affirmative vote or consent of the Required Holders of the shares of the Preferred Shares, voting together

in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting at which a quorum is present

or by written consent of the Required Holders (except as otherwise may be required under the DGCL), voting together in the aggregate and

not in separate series unless required under the DGCL, shall constitute the approval of such action by both the class or the series, as

applicable. Solely for purposes of determining the presence of a quorum at any meeting of the stockholders of the Company at which the

Preferred Shares are entitled to vote, the number of Preferred Shares and votes represented by such shares shall be counted on an as converted

to Common Stock basis, disregarding, for such purposes, any limitations on conversion set forth herein. Holders of the Preferred Shares

shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials and other information

sent to stockholders) with respect to which they would be entitled to vote, which notice would be provided pursuant to the Bylaws and

the DGCL.

15. Covenants. For so long as any

Preferred Shares are outstanding, without the prior written consent of the Required Holders:

(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 Indebtedness).

(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

mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract

rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.

Investments. 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 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

or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment, as applicable,

is due or is otherwise made or, after giving effect to such payment, (i) an event constituting a Triggering Event has occurred and is

continuing or (ii) an event that with the passage of time and without being cured would constitute a Triggering Event has occurred and

is continuing.

(d) Restriction on Redemption

and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem,

repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than as required by this Certificate

of Designations, the Series A Certificate of Designations, the Series I Certificate of Designations, the Series J Certificate of Designations

or the certificate of designations for the Series K Convertible Preferred Stock, par value $0.0001 per share (“Series K Preferred

Stock”), of the Company).

(e) Restriction on Transfer

of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease,

license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary

owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses,

assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary

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

(f) Maturity of Indebtedness.

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

the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.

(g) 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/or its Subsidiaries on the Subscription Date or any business reasonably 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 in

any material respect.

(h) 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; provided, however, that the Company shall have the right to merge or combine wholly-owned Subsidiaries hereunder, or eliminate

or dissolve foreign Subsidiaries, in each case where such restructuring does not have a material impact on the Company’s assets

or ability to comply with the provisions hereof.

(i) 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.

(j) 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.

(k) Maintenance of Insurance.

The Company shall use reasonable best efforts to 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 are generally consistent with the coverage held by the Company on the Initial Issuance Date.

(l) 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 affiliate, except transactions in the ordinary course of business in a manner

and to an extent, if applicable, 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 reasonably expected to be obtained in a comparable

arm’s length transaction with a Person that is not an affiliate thereof.

(m) Restricted Issuances.

The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (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.

(n) Stay, Extension and Usury

Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any

manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force)

that may affect the covenants or the performance of this Certificate of Designations; and (B) expressly waives all benefits or advantages

of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to

the Holders by this Certificate of Designations, but will suffer and permit the execution of every such power as though no such law has

been enacted.

(o) Taxes. The Company

and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related interest

or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon their ownership,

possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except where the failure

to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). The Company and

its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure to file would

not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding the foregoing,

the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain adequate reserves

therefor in accordance with GAAP.

(p) Cash Minimum .

From January 1, 2025, and until no Preferred Shares are outstanding, the Company shall, at all times, maintain unencumbered, unrestricted

cash and cash equivalents on hand in amount equal to at least 120% of the aggregate Stated Value of the Preferred Shares then outstanding.

Such cash shall be maintained in one or more domestic deposit accounts, money market accounts or certificates of deposit (with a maturity

of no more than three months) with one or more Eligible Banks. For purposes hereof, an “Eligible Bank” is a U.S. chartered

commercial bank with total assets in excess of $300 billion.

(q) Reserved.

(r) Independent Investigation.

At the request of any Holder either (x) at any time when a Triggering Event has occurred and is continuing, (y) upon the occurrence of

an event that with the passage of time or giving of notice would constitute a Triggering Event or (z) at any time such Holder reasonably

believes a Triggering Event may have occurred or be continuing, the Company shall hire an independent, reputable investment bank selected

by the Company and approved by such Holder to investigate as to whether any breach of the Certificate of Designations has occurred (the

“Independent Investigator”). If the Independent Investigator determines that such breach of the Certificate of Designations

has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each

Holder of such breach. In connection with such investigation, the Independent Investigator may, during normal business hours, inspect

all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and, to the

extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants

(including the accountants’ work papers) and any books of account, records, reports and other papers not contractually required

of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent Investigator

may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish the Independent

Investigator with such financial and operating data and other information with respect to the business and properties of the Company as

the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss the affairs, finances

and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s officers, directors,

key employees and independent public accountants or any of them (and by this provision the Company authorizes said accountants to discuss

with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable

notice, and as often as may be reasonably requested.

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 (A) 125% of the Conversion Amount of such Preferred Share on the date of such payment and (B) the amount

per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such

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

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

Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance with their respective

certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Preferred

Shares and all holders of shares of Parity Stock. To the extent necessary, the Company shall cause such actions to be taken by each of

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

Holders in accordance with this Section 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. In

addition to any adjustments pursuant to Section 7(a) and Section 8, if the Company shall declare or make any dividend or other distributions

of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise

(including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares

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

on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred Share was converted at the Alternate Conversion

Price as of the applicable record date)immediately prior to the date on which a record is taken for such Distribution or, if no such record

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

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

Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution to such extent of

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

(and beneficial ownership) to such extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit

of such Holder until such time or times as its right thereto would not result in such Holder and the other Attribution Parties exceeding

the Maximum Percentage, at which time or times, if any, such Holder shall be granted such Distribution (and any Distributions declared

or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had

been no such limitation).

18. Vote to Change the Terms of or

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

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

affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together

as a single class, the Company shall not (in any case, whether by amendment, modification, recapitalization, merger, consolidation or

otherwise): (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or Bylaws, or file any certificate

of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in

any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit of the Preferred Shares hereunder,

regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or

otherwise; provided that the affirmative vote of the Required Holders shall not be required for changes to the Series A Preferred Stock,

Series K Preferred Stock, Series I Preferred Stock or Series J Preferred Stock; (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 Senior Preferred Stock or Parity Stock, other than the Series J Preferred Stock and Series K Preferred Stock;

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

plans and options and other equity awards granted under such plans (that have in good faith been approved by the Board)); (e) without

limiting any provision of Section 2, pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any Preferred

Shares other than as contemplated hereby or pursuant to the Securities Purchase Agreement; or (g) without limiting any provision of Section

10, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares hereunder.

19. Transfer of Preferred Shares.

A Holder may transfer some or all of its Preferred Shares without the consent of the Company, but any such transfer shall be in compliance

with all applicable securities laws.

20. Reissuance of Preferred Share Certificates

and Book Entries.

(a) Transfer. If any

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

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

issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 20(d)) (or evidence of the

transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred Shares being transferred

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

(in accordance with Section 20(d)) to such Holder representing the outstanding number of Preferred Shares not being transferred (or evidence

of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee, by acceptance of the Preferred Share

Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason of the provisions of Section 4(c)(i)

following conversion or redemption of any of the Preferred Shares, the outstanding number of Preferred Shares represented by the Preferred

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

(b) Lost, Stolen or Mutilated

Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification contemplated below shall suffice

as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the applicable Holder to the

Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of such Preferred Share Certificate,

the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance with Section 20(d)) representing

the applicable outstanding number of Preferred Shares.

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

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

or new Book-Entry (in accordance with Section 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 and/or new Book-Entry, as applicable, will represent

such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate as is designated in writing

by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred Share Certificates or split

by the applicable Holder by delivery of a written notice to the Company into two or more new Book-Entries (in accordance with Section

20(d)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original Book-Entry, and each such new Book-Entry

and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding number of Preferred Shares from

the original Book-Entry as is designated in writing by such Holder at the time of such surrender.

(d) Issuance of New Preferred

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

to the terms of this Certificate of Designations, such new Preferred Share Certificate or new Book-Entry (i) shall represent, as indicated

on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred Shares remaining outstanding

(or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section 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 or other new Book-Entry, as applicable, issued in connection with such issuance, does not exceed the number of Preferred

Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry, as applicable, immediately prior to

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

on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which is the same as the issuance date of

the original Preferred Share Certificate or in such original Book-Entry, as applicable.

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.

No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver

thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercise

thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of a Holder at law or equity

or under this Certificate of Designations or any of the documents shall not be deemed to be an election of such Holder’s rights

or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall be no characterization concerning

this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion

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

herein, be subject to any other obligation of the Company (or the performance thereof). No failure on the part of a Holder to exercise,

and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise

by such Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power

or remedy. In addition, the exercise of any right or remedy of any Holder at law or equity or under Preferred Shares or any of the documents

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

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

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

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

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

without posting a bond or other security. The Company shall provide all information and documentation to a Holder that is requested by

such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions of this Certificate of Designations.

22. Payment of Collection, Enforcement

and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection or enforcement or is collected

or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate of Designations

with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations or (b) there occurs any bankruptcy,

reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under

this Certificate of Designations, then the Company shall pay the costs incurred by such Holder for such collection, enforcement or action

or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’

fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Certificate of Designations with

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

than the original Stated Value thereof.

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 Initial Issuance 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 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, an Alternate Conversion Price, a VWAP or a fair market value or the

arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as the case may be) (including, without limitation, a

dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case may be) shall submit

the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances

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

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

such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion

Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd)

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

(as the case may be), then such Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii) Such Holder and the Company

shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence

of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00

p.m. (New York time) by the fifth (5th) Business Day immediately following the date on

which such Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the

immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)

(it being understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation

by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be

entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with

respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was

delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company

and such Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit

any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The Company and such Holder

shall cause such investment bank to determine the resolution of such dispute and notify the Company and such Holder of such resolution

no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank

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

parties absent manifest error.

(b) Miscellaneous. The

Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate between the Company and each

Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)

and that any Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance

with this Section 25, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance

or sale or deemed issuance or sale of Common Stock occurred under Section 8(a), (B) the consideration per share at which an issuance or

deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance

or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes an Option

or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) 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, (iv) the applicable Holder (and only such Holder with respect to disputes solely relating

to such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 25 to any state or federal

court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 25 and (v) nothing

in this Section 25 shall limit such Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation,

with respect to any matters described in this Section 25).

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 in each case that such information shall be made known to the public prior

to or in conjunction with such notice being provided to such Holder.

(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).

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 wire transfer of immediately available

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

expressed to be due by the terms of this Certificate of 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 (except

to the extent such amount is simultaneously accruing Dividends at the Default Rate hereunder) 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 fifteen percent (15%) per annum from the date

such amount was due until the same is paid in full (“Late Charge”).

27. Waiver of Notice. To the extent

permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection

with the delivery, acceptance, performance, default or enforcement of this Certificate of Designations and the Securities Purchase Agreement.

28. Governing Law. This Certificate

of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Delaware, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause

the application of the laws of any jurisdictions other than the State of Delaware. Except as otherwise required by Section 25 above, 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 (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal

action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder, to realize on any collateral

or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit,

or shall be deemed or construed to limit, any provision of Section 25 above. 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) above, there is a change in the Exchange Rate prevailing between the

Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may

be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment,

will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment

or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts

due under or in respect of this Certificate of Designations.

30. Severability. If any provision

of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent

jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest

extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity

of the remaining provisions of this Certificate of Designations so long as this Certificate of Designations as so modified continues to

express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity

or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations

of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor

in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which

comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

31. Maximum Payments. Without limiting

Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to establish or require the payment of a rate

of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to

be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited

against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

32. Stockholder Matters; Amendment.

(a) Stockholder Matters.

Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the DGCL, the Certificate

of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may be effected by written

consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance with the

applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting

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

(b) Amendment. Except

for Section 4(d)(i), which may not be amended or waived hereunder, this Certificate of Designations or any provision hereof may be amended

by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with the

DGCL, of the Required Holders, voting separate as a single class, and with such other stockholder approval, if any, as may then be required

pursuant to the DGCL and the Certificate of Incorporation.

33. Certain Defined Terms. For

purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a) “1934 Act”

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

(b) [Reserved.]

means, as of the applicable date of determination, with respect to each Preferred Share, all accrued and unpaid Dividends on such Preferred

Share.

(d) “Adjustment Right”

means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed

issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights of the type described in Section 7(a) hereof)

that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities

(including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(e) “Affiliate”

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

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

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

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

(f) “Alternate Conversion

Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions

delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the applicable Conversion Amount by

(B) 25%.

(g) “Alternate Conversion

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

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

and (y) seventy-five percent (75%) of the lowest VWAP of the Common Stock of any Trading Day during the twenty (20) consecutive Trading

Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice

(such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for

any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases

the Common Stock during such Alternate Conversion Measuring Period.

(h) “Approved Stock

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

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

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

(i) “Attribution Parties”

means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts,

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

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

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

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

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

and all other Attribution Parties to the Maximum Percentage.

(j) “Bloomberg”

means Bloomberg, L.P.

(k) “Book-Entry”

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

hereunder.

(l) “Business Day”

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

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

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

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

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

open for use by customers on such day.

(m) Reserved.

(n) “Change of Control”

means (1) 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 Common Stock in which

holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification continue after

such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all

material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to elect the

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

recapitalization or reclassification, (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 or (iv) bone fide arm’s length sales or acquisitions by the Company with

one or more third parties as long as holders of the Company’s voting power as of the Issuance Date continue after such sale or acquisition

to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of at least 51% 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 sale or acquisition; or (2) a reconstitution of the board

of directors of the Company whereby three or more members of such board of directors resign or are replaced.

(o) “Change of Control

Redemption Premium” means 150%.

(p) “Closing Bid Price”

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

price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate

on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last

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

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

price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as

reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security

in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price

or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively,

of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions

of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any

of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the

fair market value as mutually determined by the Company and the Required 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.

(q) “Closing Date”

shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued the Preferred

Shares and the Warrants pursuant to the terms of the Securities Purchase Agreement.

(r) “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.

(s) “Contingent Obligation”

means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease,

dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary

effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements

relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with

respect thereto.

(t) “Conversion Floor

Price Condition” means that the relevant Alternate Conversion Price, is being determined based on clause (x) of such definitions.

(u) Reserved.

(v) “Convertible Securities”

means any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible

into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.

(w) “Dividend Date”

means the first Trading Day of each calendar quarter.

(x) “Dividend Rate”

means eight percent (8.0%) per annum, as may be adjusted from time to time in accordance with Section 2.

(y) “Eligible Market”

means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market.

(z) Reserved.

(aa) Reserved.

(bb) “Event Market

Price” means, with respect to any Stock Combination Event Date, the lower of (i)

the Conversion Price in effect immediately after such Stock Combination Event Date (and, for the avoidance of doubt, as adjusted following

such Stock Combination Event Date as set forth herein), and (ii) the lowest VWAP of the Common Stock for any Trading Day during the eleven

(11) consecutive Trading Day period commencing on the fifth (5th) Trading Day immediately preceding the Stock Combination Event Date and

ending on the fifth (5th) Trading Day immediately following the Stock Combination Event Date.

(cc) “Excluded Securities”

means (i) shares of Common Stock or standard options to purchase Common Stock issued or issuable to directors, officers, employees or

other service providers of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan

(as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such

options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 2% of the Common Stock issued

and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such

options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are

otherwise materially changed in any manner that adversely affects any of the Buyers (as defined in the Securities Purchase Agreement;

provided further that the foregoing clause (i)(A)(i) shall not apply from August 4, 2025, until November 4, 2025; (ii) shares of Common

Stock issued or issuable upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock

issued or issuable pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided

that the conversion price of any such Convertible Securities (other than standard options to purchase shares of Common Stock issued pursuant

to an Approved Stock Plan that are covered by clause (i) above) is not lowered (other than in accordance with the terms thereof in effect

as of the Subscription Date) from the conversion price in effect as of the Subscription Date (whether pursuant to the terms of such Convertible

Securities or otherwise), none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to

an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none

of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to

an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any

of the Buyers; (iii) the Conversion Shares issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of this

Certificate of Designations; provided, that the terms of this Certificate of Designations are not amended, modified or changed on or

after the Subscription Date (other than in accordance with the terms thereof, including antidilution adjustments pursuant to the terms

thereof in effect as of the Subscription Date), (iv) the Warrant Shares; provided, that the terms of the Warrants are not amended, modified

or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription

Date), (v) securities issued as consideration for the acquisition of another entity by the Company by merger, purchase of substantially

all of the assets or other reorganization or bona fide joint venture agreement, provided that such issuance is approved by the majority

of the disinterested directors of the Company and provided that such securities are issued as “restricted securities” (as

defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith

during the Restricted Period and such issuance does not, in the aggregate, exceed more than 5% of the shares of Common Stock issued and

outstanding immediately prior to the date hereof and (vi) securities issued pursuant to those certain Restricted Stock and Cash-Settled

Restricted Stock Unit Award Agreements, dated as of December 2, 2024, by and between the Company and each director of the Company, which

includes the issuance of (i) fully vested restricted shares of the Company’s Common Stock issued under the StableX, Inc. Long-Term

Incentive Plan, as amended and (ii) fully vested cash-settled restricted stock units of the Company (the “RSUs”),

representing shares of Common Stock and shares of Common Stock underlying the RSUs in an aggregate amount equal to the quotient of (i)

$713,125 divided by (ii) the Closing Sale Price of the Company’s Common Stock on December 2, 2024.

(dd) “Floor Price”

means $11.904, as of the Effective Date (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

or other similar events following the Effective Date) which was 20% of the “Minimum Price” (as defined in Rule 5635 of the

Nasdaq Stock Market) on the Stockholder Approval Date (as defined in the Purchase Agreement) (as adjusted for stock splits, stock dividends,

stock combinations, recapitalizations or other similar events subsequent to the Stockholder Approval Date and prior to the Effective Date)

or, in any case, such lower amount as permitted, from time to time, by the Principal Market.

(ee) “Fundamental Transaction”

means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related

transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity,

or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or

any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii)

make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its voting stock be subject to or party

to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) more

than 50% of the outstanding voting power of the Company, (y) more than 50% of the outstanding voting power of the Company calculated as

if any shares of voting stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party

to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of voting stock such that all Subject Entities

making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively

the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding voting power of the Company, or

(iv) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate,

acquire, either (x) more than 50% of the outstanding voting power of the Company (y) more than 50% of the outstanding voting power of

the Company calculated as if any shares of voting stock held by all the Subject Entities making or party to, or Affiliated with any Subject

Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares

of voting stock of the Company such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under

the 1934 Act) of more than 50% of the outstanding voting power of the Company, or (v) reorganize, recapitalize or reclassify its Common

Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related

transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”

(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,

tender, tender offer, exchange, reduction in outstanding shares of voting stock, merger, consolidation, business combination, reorganization,

recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever,

of either (x) more than 50% of the aggregate ordinary voting power represented by issued and outstanding shares of voting stock of the

Company, (y) more than 50% of the aggregate ordinary voting power represented by issued and outstanding shares of voting stock of the

Company not held by all such Subject Entities as of the date of this Certificate of Designations calculated as if any shares of voting

stock of the Company held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power

represented by issued and outstanding shares of voting stock of the Company or other equity securities of the Company sufficient to allow

such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender

their shares of voting stock of the Company without approval of the stockholders of the Company or (C) directly or indirectly, including

through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument

or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary

to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such

instrument or transaction.

(ff) “GAAP”

means United States generally accepted accounting principles, consistently applied.

(gg) “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.

(hh) Reserved.

(ii) “Indebtedness”

means of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed

as the deferred purchase price of property or services, including, without limitation, “capital leases” in accordance with

United States generally accepted accounting principles consistently applied for the periods covered thereby (other than trade payables

entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect

to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar

instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all

indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case

with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller

or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations

under any leasing or similar arrangement which, in connection with United States generally accepted accounting principles, consistently

applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)

above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage,

deed of trust, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever in or upon any property or assets

(including accounts and contract rights) with respect to any asset or property owned by any Person, even though the Person which owns

such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect

of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

(jj) Reserved.

(kk) Reserved.

(ll) Reserved.

(mm) Reserved.

(nn) “Intellectual

Property Rights” means, with respect to the Company and its Subsidiaries, all of their rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor.

(oo) “Investment”

means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,

advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the

purchase of any assets of another Person for greater than the fair market value of such assets.

(pp) “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.

(qq) “Make-Whole Amount”

means, as of any given date and as applicable, in connection with any conversion, redemption or other repayment hereunder, an amount equal

to the amount of additional Dividends that would accrue under this Certificate of Designations at the Dividend Rate then in effect assuming

for calculation purposes that the Stated Value of this Certificate of Designations as of the Closing Date remained outstanding through

and including the twelve (12) month anniversary of the Subscription Date.

(rr) “Material Adverse

Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations,

condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the

transactions contemplated hereby or on the other Transaction Documents (as defined below), or by the agreements and instruments to be

entered into in connection therewith or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(ss) “Maturity Date”

shall mean October 27, 2027; provided, however, the Maturity Date may be extended at the option of a Holder (i) in the event that, and

for so long as, a Triggering Event shall have occurred and be continuing or any event shall have occurred and be continuing that with

the passage of time and the failure to cure would result in a Triggering Event or (ii) through the date that is twenty (20) Business Days

after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly announced or a Change of Control

Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some or all of its Preferred Shares

pursuant to Section 4 hereof, and the Conversion Amount would be limited pursuant to Section 4(d) hereunder, the Maturity Date shall automatically

be extended until such time as such provision shall not limit the conversion of such Preferred Shares.

(tt) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(uu) “Parent Entity”

of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security

is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with

the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(vv) “Permitted Indebtedness”

means (i) Indebtedness existing on January 31, 2023, and reflected on the Company’s balance sheet included in the Company’s

Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023, (ii) Indebtedness secured by Permitted Liens or unsecured but as described

in clauses (iv) and (v) of the definition of Permitted Liens and (iii) if (x) the Stockholder Approval Date has occurred, and (y) less

than 4,400 Preferred Shares remain outstanding, the Permitted Senior Indebtedness.

(ww) “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

acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness incurred solely

for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment 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 $150,000, (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)(vii) and (viii) Liens with respect to the Permitted Senior Indebtedness.

(xx) “Permitted Senior

Indebtedness” means non-convertible Indebtedness issued pursuant to a credit facility with a bank or similar financial institution

with no principal payments required prior to the 91st calendar day after the Maturity

Date and otherwise on terms and conditions acceptable to the Eligible Buyers (as defined in the Securities Purchase Agreement) in their

sole and absolute discretion, provided, however, that the aggregate outstanding principal amount of such Indebtedness permitted

hereunder does not at any time exceed $10 million; provided, further, however, no Permitted Senior Indebtedness shall permit the lender

to accelerate such Permitted Senior Indebtedness as a result of the occurrence of any Triggering Event hereunder or the Holder’s

delivery of a Triggering Event Redemption Notice.

(yy) “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(zz) Reserved.

(aaa) “Principal Market”

means the Nasdaq Capital Market.

(bbb) “Redemption Notices”

means, collectively, the Triggering Event Redemption Notices, the Maturity Redemption Notice and the Change of Control Redemption Notices,

and each of the foregoing, individually, a “Redemption Notice.”

(ccc) “Redemption Premium”

means 130%.

(ddd) “Redemption Prices”

means, collectively, any Triggering Event Redemption Price, Change of Control Redemption Price and Maturity Redemption Price (including

in each case, any interest, damages and Make Whole Amount thereon), and each of the foregoing, individually, a “Redemption Price.”

(eee) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(fff) “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.

(ggg) “Stated Value”

shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications,

combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred Shares.

(hhh) “Subscription

Date” means August 7, 2023.

(iii) “Subject Entity”

means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(jjj) “Subsidiaries”

shall have the meaning as set forth in the Securities Purchase Agreement.

(kkk) “Successor Entity”

means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving any Fundamental

Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction shall

have been entered into.

(lll) “Trading Day”

means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any day on which the

Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock,

then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading

Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours

or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange

or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00

p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder or (y) with respect

to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any

successor thereto) is open for trading of securities.

(mmm) “Transaction

Documents” means the Securities Purchase Agreement, this Certificate of Designations, the Warrants and each of the other agreements

and instruments entered into or delivered by the Company or any of the Holders in connection with the transactions contemplated by the

Securities Purchase Agreement, all as may be amended from time to time in accordance with the terms thereof.

(nnn) Reserved.

(ooo) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then

such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

(ppp) “Warrants”

has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor

or replacement thereof.

(qqq) “Warrant Shares”

means, collectively, the shares of Common Stock issuable upon exercise of the Warrants.

34. Disclosure. Upon receipt or

delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company has in good

faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or

any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following such notice

delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that

the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company

so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from such Holder, as applicable),

and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice

from such Holder), such Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public

information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 34 shall limit any obligations of the

Company, or any rights of any Holder, under Section 4(l) of the Securities Purchase Agreement.

35. Absence of Trading and Disclosure

Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company and that each Holder shall

have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities

while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of such Holder that

explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement,

the Company acknowledges that each Holder may freely trade in any securities issued by the Company, may possess and use any information

provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

* * * * *

IN WITNESS WHEREOF, the Company has caused

this Amended and Restated Certificate of Designations of Series H-7 Convertible Preferred Stock of StableX Technologies, Inc. to be signed

by its Chief Executive Officer on this 27th day of April, 2026.

STABLEX TECHNOLOGIES, INC.

By:

/s/ Joshua Silverman

Name:

Joshua Silverman

Title:

Chief Executive Officer

EXHIBIT I

STABLEX TECHNOLOGIES, INC.

CONVERSION NOTICE

Reference is made to the Amended and Restated

Certificate of Designations, Preferences and Rights of the Series H-7 Convertible Preferred Stock of StableX Technologies, 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 H-7 Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Shares”),

of StableX Technologies, Inc., a Delaware corporation (the “Company”), indicated below into shares of common stock,

$0.0001 value per share (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:

Aggregate number of Preferred Shares to be converted

Aggregate Stated Value of such Preferred Shares to be

converted:

Aggregate accrued and unpaid Dividends, Make-Whole Amount and accrued and unpaid Late Charges with respect to such Preferred Shares, such Aggregate Make-Whole

Amount 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:

☐

If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price:____________

Please issue the Common Stock into which the applicable Preferred

Shares are being converted to Holder, or for its benefit, as follows:

☐

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

Issue to:

☐ Check here

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

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __, ____

Name of Registered Holder

By:

Name:

Title:

Tax

ID:

E-mail

Address:

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby (a) acknowledges this

Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock are eligible to be resold by the Holder without

restriction or any legend and (c) hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance

with the Transfer Agent Instructions dated [ ]___, from the Company and acknowledged and agreed to by ________________________.

STABLEX TECHNOLOGIES, INC.

By:

Name:

Title:

EX-3.4

Filename: ex3-4.htm · Sequence: 5

Exhibit 3.4

AMENDED

AND RESTATED CERTIFICATE OF DESIGNATIONS OF

SERIES

I CONVERTIBLE PREFERRED STOCK OF

STABLEX

TECHNOLOGIES, INC.

This

Amended and Restated Certificate of Designations of Series I Convertible Preferred Stock (this “Certificate of Designations”)

is dated as of April 27, 2026 (the “Effective Date”);

WHEREAS,

the board of directors (the “Board”) of StableX Technologies, Inc. (the “Company”) pursuant to

the authority expressly conferred upon the Board by the Company’s Certificate of Incorporation (the “Certificate of Incorporation”),

and Section 151 of the Delaware General Corporation Law (“DGCL”), has previously fixed the rights, preferences, restrictions

and other matters relating to a series of the Company’s preferred stock, consisting of 7,000 authorized shares of preferred stock,

classified as Series I Convertible Preferred Stock (the “Preferred Stock”), and the Certificate of Designations of

the Preferred Stock (the “Original Certificate of Designations”) evidencing such terms was filed with the Secretary

of State of the State of Delaware on August 6, 2025;

WHEREAS,

pursuant to the authority conferred upon the Board in accordance with the Certificate of Incorporation and the Bylaws of the Company,

the Board has duly adopted a resolution amending and restating the rights of the Preferred Stock, declaring said amendment and restatement

to be advisable and desirable; and

WHEREAS,

this Certificate of Designations has been duly adopted in accordance with Section 151 of the DGCL.

NOW,

THEREFORE, be it resolved, that the Board does hereby provide that the rights set forth in the Original Certificate of Designations are

hereby amended and restated as follows:

TERMS

OF SERIES I 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 I Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred

Shares shall be seven thousand (7,000) shares. 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 below.

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) or 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 separately as

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

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

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

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

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

requiring redemption or repayment of such shares of Junior Stock that is prior to the Maturity Date. In the event of the merger or consolidation

of the Company with or into another corporation, the Preferred Shares shall maintain their relative rights, powers, designations, privileges

and preferences provided for herein and no such merger or consolidation shall be consummated if it would result in the Preferred Shares

being treated in any manner inconsistently with the foregoing. Further to the foregoing, the Preferred Shares shall rank junior to shares

of Series H-7 Convertible Preferred Stock, par value $0.0001 per share (“Series H-7 Preferred Stock”), of the Company

issued and outstanding pursuant to that certain Certificate of Designations establishing the rights, preferences, restrictions and other

matters relating to the Series H-7 Preferred Stock (as may be amended from time to time, the “Series H-7 Certificate of Designations”)

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

Dividends and Payments.

(a)

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 on the Stated Value of the Preferred Shares (“Dividends”) payable, subject to the conditions and other terms

hereof, in cash out of funds legally available therefor at the Dividend Rate computed on the basis of a 360-day year and twelve 30-day

months and shall compound each calendar quarter; provided that a Holder and the Company may mutually agree to convert any Dividends into

shares of Common Stock at a price to be mutually determined by the Company and such Holder, which shall not be less than the Floor Price.

(b)

Dividends shall be payable in arrears on (i) each Dividend Date, and (ii) upon any redemption in accordance with Section 12 or

any required payment upon any Triggering Event. From and after the occurrence and during the continuance of any Triggering Event and

ending on the date on which such Triggering Event is subsequently cured (and no other Triggering Event then exists), Dividends shall

accrue on the Stated Value of each Preferred Share at fifteen percent (15.0%) per annum (the “Default Rate”) and shall

be computed on the basis of a 360-day year and twelve 30-day months.

(c)

On the Maturity Date, the Company shall pay to the Holder an amount in funds legally available therefor equal to the sum of (i) 107%

of the Stated Value of the Preferred Shares held by such Holder, (ii) accrued and unpaid Dividends and (iii) unpaid Late Charges. Other

than as specifically permitted hereunder, the Company may not prepay any portion of the aggregate Stated Value underlying outstanding

Preferred Shares, accrued and unpaid Dividends or accrued and unpaid Late Charges.

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

paid and non-assessable shares of Common Stock (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 Initial Issuance

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

fully paid and non-assessable 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 Preferred Shares.

(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 (1) the Stated Value thereof, plus (2) the Additional Amount thereon and any accrued and unpaid Late Charges (as defined below in

Section 26(c)) 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,

$8.00, as of the date of the Original Certificate of Designations and subject to adjustment as provided herein.

(c)

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

(i)

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

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

a copy of an executed notice of conversion of the 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

two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized

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

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

case of its loss, theft or destruction as contemplated by Section 20(b)). On or before the first (1st) Trading Day following the

date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation

as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement,

in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Company’s

transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to

process such Conversion Notice in accordance with the terms herein. On or before the first (1st) Trading Day following each date on which

the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule

or regulation for the settlement of a trade initiated on the applicable Conversion Date of such 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’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”),

credit such aggregate number of shares of Common Stock to which such Holder shall be entitled pursuant to such conversion to such Holder’s

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

not participating in FAST, upon the request of such Holder, issue and deliver (via reputable overnight courier) to the address as specified

in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of 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 two (2) 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 or a new Book-Entry (in either

case, 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. Notwithstanding the foregoing, with respect to any Conversion

Notice delivered by a Buyer (as defined in the Securities Purchase Agreement) to the Company on or prior to 4:00 p.m. (New York City

time) on the Trading Day immediately prior to the date of initial issuance of such applicable Preferred Shares to be converted pursuant

to such Conversion Notice (each, an “Issuance Date”), which may be delivered at any time after the time of execution

of the Securities Purchase Agreement, the Company agrees to deliver the shares of Common Stock issuable upon conversion of such Preferred

Shares to be issued on such date subject to such notice(s) by 4:00 p.m. (New York City time) on such applicable Issuance Date and such

Issuance Date shall be the Share Delivery Deadline for purposes hereunder with respect to such Conversion Notice.

(ii)

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

Share Delivery Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to such Holder (or its designee) 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, if the Transfer Agent is participating in FAST, 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 Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available

to such Holder, (X) the Company shall pay in cash from funds legally available therefor to such Holder on each day after the Share Delivery

Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum

of the number of shares of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder

is entitled, multiplied by (B) any trading price of the Common Stock selected by such Holder in writing as in effect at any time during

the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (Y) such Holder, upon

written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all,

or any portion, of such Preferred Shares that has not been converted pursuant to such Conversion Notice; provided that the voiding

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

such notice pursuant to this Section 4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery

Deadline the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to such Holder (or its designee)

a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating

in FAST, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable, with

DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant

to the Company’s obligation pursuant to clause (ii) below, and if on or after such Share Delivery Deadline such Holder acquires

(in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of

shares of Common Stock issuable upon such conversion that such Holder is entitled to receive from the Company and has not received from

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

to such Holder, the Company shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s

discretion, either: (I) pay cash from funds legally available therefor to such Holder in an amount equal to such Holder’s total

purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common

Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In

Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of

Common Stock) or credit to the balance account of such Holder or such Holder’s designee, as applicable, 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 the balance account of such Holder or such Holder’s designee,

as applicable, 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 from funds legally available therefor 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). Nothing herein shall limit a Holder’s right to pursue any other remedies

available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief

with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically

deliver such shares of Common Stock) upon the conversion of the Preferred Shares as required pursuant to the terms hereof. Notwithstanding

anything herein to the contrary, with respect to any given Conversion Failure, this Section 4(c)(ii) shall not apply to a Holder

to the extent the Company has already paid such amounts in full to such Holder with respect to such Conversion Failure, as applicable,

pursuant to the analogous sections of the Securities Purchase Agreement.

(iii)

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

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

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