Form 8-K - Current report

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): May 13, 2024 (May 9, 2024)

FORMATION MINERALS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

001-41209

87-2406468

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

c/o Formation Minerals Inc

4730 S. Fort Apache Rd.

Suite 300

Las Vegas, NV 89147

(Address of Principal Executive Offices) (Zip Code)

(347) 325-4677

(Registrant’s telephone number, including area code)

SENSASURE TECHNOLOGIES INC.

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act: None

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-4I under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

In this Current Report on Form 8-K, the terms “we”, “us”, “our”, “SSTC” and the “Company” refer to SensaSure Technologies Inc., a Nevada corporation, unless the context indicates otherwise.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The merger (the “Merger”) of Formation Minerals, Inc., a Nevada corporation and wholly owned subsidiary of SSTC (“Merger Sub”), with and into Verde Bio Holdings, Inc., a Nevada corporation (“Verde”), with Verde surviving as a direct, wholly owned subsidiary of SSTC, and the surviving corporation of the merger, pursuant to that certain Agreement and Plan of Merger, dated as of December 11, 2023 and amended as of February 8, 2024 (the “Merger Agreement”), by and among us, Verde and Merger Sub, was consummated and became effective at 4:15 p.m., Eastern time, on May 9, 2024 (the “Effective Time”) pursuant to Articles of Merger filed with the Nevada Secretary of State. At the Effective Time, the separate existence of Merger Sub ceased and Verde changed its name to “Formation Minerals, Inc.”.

Pursuant to the Merger Agreement, at the Effective Time (1) each holder of common stock, par value $0.001 per share, of Verde (“Verde Common Stock”) became entitled to receive, for every approximately 300.47 shares of Verde Common Stock, one share of common stock, par value $0.01 per share, of SSTC (“SSTC Common Stock”), (2) each holder of Series A preferred stock, par value $0.001 per share, of Verde (“Verde Series A Preferred Stock”) became entitled to receive, for every approximately 300.47 shares of Verde Series A Preferred Stock, one share of Class A preferred stock, par value $0.01 per share, of SSTC (“SSTC Class A Preferred Stock”), and (3) each holder of Series C preferred stock, par value $0.001 per share, of Verde (“Verde Series C Preferred Stock”) became entitled to receive, for every 0.15 shares of Verde Series C Preferred Stock, one share of Class B preferred stock, par value $0.01 per share, of SSTC (“SSTC Class B Preferred Stock”). No fraction of a share of SSTC Common Stock, SSTC Class A Preferred Stock or SSTC Class B Preferred Stock will be issued by virtue of the Merger, and each person who would otherwise be entitled to a fraction of a share of SSTC Common Stock, SSTC Class A Preferred Stock or SSTC Class B Preferred Stock (after aggregating all fractional shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock that otherwise would be received by such holder) shall instead have the number of shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock issued to such person rounded up in the aggregate to the nearest whole share of SSTC Common Stock, SSTC Class A Preferred Stock or SSTC Class B Preferred Stock.

Pursuant to the Merger Agreement, at the Effective Time, SSTC assumed all of Verde’s obligations under Verde’s common stock purchase warrant issued on January 27, 2022 (the “Verde Warrant”) and issued and delivered to the Verde Warrant holder, in exchange for the Verde Warrant, a common stock purchase warrant to purchase up to 210,195 shares of SSTC Common Stock, at an exercise price of $0.75 per share and expires on January 27, 2027 (the “SSTC Warrant”). The SSTC Warrant is subject to a beneficial ownership limitation of 4.99% of the number of shares of SSTC Common Stock outstanding immediately after giving effect to the issuance of shares of SSTC Common Stock issuable upon exercise of the SSTC Warrant.

The issuances of the shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock as consideration in the Merger, the SSTC Warrant and the shares of SSTC Common Stock issuable upon conversion of the SSTC Warrant as described above were registered under the Securities Act pursuant to the Registration Statement on Form S-4, as amended (File No. 333-277649), filed by us with the United States Securities and Exchange Commission (the “SEC”), and declared effective on April 10, 2024, which included a preliminary joint proxy statement/prospectus with respect to the Merger and related transactions, a definitive version of which dated April 8, 2024 was also filed with the SEC (the “Joint Proxy Statement/Prospectus”).

Also in connection with the Merger, effective immediately following the Effective Time: (i) pursuant to the Merger Agreement and the side letter dated as of February 6, 2024 (the “Side Letter Agreement”) by and among the Company, Verde and Spartan Capital Securities, LLC, a New York limited liability company (“Spartan”), the Company issued to Spartan 5,000,000 shares of SSTC Common Stock in consideration of services Spartan provided to Verde; and (ii) pursuant to the Merger Agreement, the Company issued to Li Sze Tang 23,110,000 shares of SSTC Common Stock in consideration of services provided to SSTC as an advisor in connection with the Merger and the other transactions contemplated in the Merger Agreement (collectively, the “Advisor Shares”). The Advisor Shares were issued and sold in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Following the Merger, effective at 5:00 p.m. Eastern Time, pursuant to Articles of Merger filed with the Nevada Secretary of State, Verde was merged with and into SSTC with SSTC continuing as the surviving corporation and SSTC changed our name to “Formation Minerals, Inc.”.

The foregoing descriptions of the Merger Agreement and the amendment to the Merger Agreement are summaries and, as such, do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the amendment to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.2, each of which is incorporated herein by reference. The foregoing description of the Side Letter Agreement is a summary and, as such, does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Side Letter Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference. The foregoing description of the SSTC Warrant is a summary and, as such, does not purport to be complete and is subject to and qualified in its entirety by reference to the form of the SSTC Warrant, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Certain of the representations and warranties contained in the Merger Agreement, the amendment to the Merger Agreement and the Side Letter Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to our stockholders or may have been used for the purpose of allocating risk between the parties to the Merger Agreement, the amendment to the Merger Agreement and the Side Letter Agreement. Accordingly, the representations and warranties contained in the Merger Agreement, the amendment to the Merger Agreement and the Side Letter Agreement are not necessarily characterizations of the actual state of facts with respect to us or our subsidiaries at the time they were made or otherwise, and investors should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Merger Agreement, the amendment to the Merger Agreement and the Side Letter Agreement, which subsequent information may not be fully reflected in our public disclosures.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

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

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, James D. Hiza, our President and the sole member of the board of directors (the “Board”) of the Company, resigned from those positions and appointed Scott A. Cox to serve as the sole director of the Board, to hold office until the next annual meeting of stockholders of the Company at which directors are being elected or as set forth in our Amended and Restated Bylaws (as defined below), and as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company, to serve until the next annual meeting of the Board or until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Hiza’s departure was not due to any disagreement with us regarding any matter related to our operations, policies or practices. Mr. Cox will receive annual cash compensation of $250,000 for his service as our President, Chief Executive Officer and Chief Financial Officer.

Scott A. Cox, age 51, served as Chief Executive Officer and sole director of Verde from November 20, 2019 until the Effective Time. Mr. Cox served as the President and Chief Operating Officer of NewBridge Global Ventures, Inc. (OTC: NBGV) from October 2017 to September 2018, where he led a transition into the legal cannabis space and the successful merger with a family owned consortium of companies. Mr. Cox has previously served in various private and public companies in oil and gas and other sectors and in a number of entrepreneurial ventures. Mr. Cox attended Eastern New Mexico University where he studied Business Administration. We believe that Mr. Cox is qualified to serve as a director of SSTC because of his over 25 years of experience in the management and operations of public and private companies.

Except for his employment and service as a director following the Merger, rights to continuing indemnification and directors’ and officers’ liability insurance and rights to receive cash and equity compensation from SSTC, Mr. Cox Mr. Cox will not receive additional compensation solely as a result of the Merger, other than in connection with his capacity as a Verde stockholder that receives Merger consideration. Mr. Cox does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

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

Amendment to Articles of Incorporation and Bylaws

Effective prior to the Effective Time, our articles of incorporation were amended and restated (the “Amended and Restated Articles of Incorporation”) to, among other among other modifications, (a) increase the number of shares of capital stock which SSTC is authorized to issue to 2,000,000,000 shares, (b) authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board, and (c) provide that special meetings of stockholders may be called only by the Board, as further described in the Joint Proxy Statement/Prospectus.

Also effective prior to the Effective Time, the Board adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws amend and restate the Company’s bylaws in effect immediately prior to the adoption of the Amended and Restated Bylaws (the “Old Bylaws”), in their entirety.

The Amended and Restated Bylaws, among other modifications:

●

provide that special meetings of the stockholders of the Company, unless otherwise prescribed by statute or by the Amended and Restated Articles of Incorporation, may be called only by resolution of the Board;

●

provide that each member of the Board, officer, employee and agent of the Company , in the performance of his or her duties with respect to the Company, is entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Company or by the accountants, appraisers or other experts or consultants selected by the Board or officers of the Company, regardless of whether any such accountant, appraiser or other expert or consultant may also be a member of the Board;

●

provide that if stockholders holding a majority of the voting power agree in writing, actions that would typically require a stockholder meeting can be taken without holding one; however, if laws or the Company’s rules demand a larger portion of voting power to approve an action, then a corresponding greater number of written consents is needed;

●

provide that holders of the shares of the capital stock of the Company issued and outstanding and holding a majority of the voting power entitled to vote at stockholder meetings, present in person or represented by proxy, shall constitute a quorum, provided, however, that if such quorum is not present, the Chairman of the Board, Chief Executive Officer of the Company, President of the Company or the majority of the Board may adjourn the meeting;

●

update the stockholder voting provisions to state that, unless otherwise provided, a majority of all votes cast is required to approve any matter submitted by the Board to the stockholders or otherwise voted upon by stockholders; whereas the Old Bylaws contemplated that the election of members of the Board is decided by a plurality vote of stockholders and all other matters shall be decided by a majority vote;

●

update the stockholder voting provisions to specify that all shares of capital stock entitled to vote shall be voted in the aggregate as a single class, unless the Board determines that a matter affects only specific series or classes of shares; whereas the Old Bylaws did not address the treatment of different classes or series of shares in the voting process;

●

provide that the number of directors may from time to time be increased or decreased by action of the Board subject to the express voting powers of any class or series of capital stock authorized and then outstanding; provided, however, that the number of members of the Board shall in no event be less than one;

●

provide for clarifying changes to the provisions governing the removal, resignation, election and term of officers of the Company and the positions that such officers may hold at the Company;

●

remove the indemnification provisions from the Amended and Restated Bylaws, which are now contemplated in the Amended and Restated Articles of Incorporation; and

●

provide that the courts of the State of Nevada are the sole and exclusive forum for derivative actions, actions asserting a claim of breach of a duty owed by any member of the Board, officer, manager, or employee of the Company, actions ascertain a claim against the Company or any member of the Board, or officer, agent or employee of the Company arising pursuant to Nevada law or the Amended and Restated Articles of Incorporation or the Amended and Restated Bylaws, including any disputes, claims or controversies brought by or on behalf of any stockholder, and any actions asserting a claim against the Company or any member of the Board, or officer, agent or employee of the Company governed by the internal affairs doctrine of the State of Nevada.

The Amended and Restated Articles of Incorporation and Amended and Restated Bylaws also include certain other administrative and conforming changes.

As disclosed in Item 2.01 above, on May 9, 2024, following the Merger, we further amended our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws to reflect the change of our name as described above.

The foregoing descriptions of the Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws are a summaries and, as such, do not purport to be complete and are subject to and qualified in their entirety by reference to full text of the Amended and Restated Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.1, and Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2, each of which is incorporated herein by reference. In addition, a marked copy of our Amended and Restated Bylaws setting forth the changes made to the Old Bylaws is attached hereto as Exhibit 3.3 and incorporated herein by reference.

Designation of Class A Convertible Preferred Stock and Class B Convertible Preferred Stock

Also on May 9, 2024, following the filing of the Amended and Restated Articles of Incorporation, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (the “Class A COD”) and a Certificate of Designation of Preferences, Rights and Limitations of Class B Convertible Preferred Stock (the “Class B COD”) with the Nevada Secretary of State to designate 2,000 shares of our authorized and unissued preferred stock as SSTC Class A Preferred Stock and 10,000 shares of our authorized and unissued preferred stock as Class B Preferred Stock, each having a par value of $0.01 per share, and establish the voting powers, designations, preferences and relative participation and other rights and qualifications, limitations and restrictions thereof are described below. At the Effective Time, the Company issued 1,664 and 5,345 shares of Class A Preferred Stock and Class B Preferred Stock, respectively, in connection with the Merger.

SSTC Class A Preferred Stock

Voting Rights. Each share of Class A Preferred Stock is entitled to 100,000 votes per share and has the right to vote on all matters submitted to a vote of stockholders of SSTC, and will vote together with the SSTC Common Stock, as a single class.

Dividends. When and as any dividend or distribution is declared or paid by SSTC to holders of SSTC Common Stock, whether payable in cash, property, securities or rights to acquire securities, the Class A Preferred Stock holders will be entitled to participate with the holders of SSTC Common Stock in such dividend or distribution. At the time such dividend or distribution is payable to holders of SSTC Common Stock, SSTC will pay to each holder of SSTC Class A Preferred Stock such holder’s share of such dividend or distribution equal to the amount of the dividend or distribution per share of SSTC Common Stock payable at such time multiplied by the number of shares of SSTC Common Stock the shares of Class A Preferred Stock held by such holder are convertible into.

Liquidation. In the event of liquidation, dissolution or winding up of SSTC, either voluntary or involuntary, the holders of the Class A Preferred Stock are entitled, by reasons of their ownership of Class A Preferred Stock, to receive the preferential amount, prior and in preference to any distribution of any of the assets of SSTC to the holders of Class A Preferred Stock and SSTC Common Stock, will be paid such preferential amount prior to any distribution of assets of SSTC to the holders of such Class A Preferred Stock and SSTC Common Stock.

Conversion Rights. Subject to adjustments, each share of Class A Preferred Stock is convertible, at the option of the holder thereof, at any time after the date of issuance of such share into one share of fully paid and non-assessable share of SSTC Common Stock.

SSTC Class B Preferred Stock

Stated Value. Each share of the Class B Preferred Stock has a stated value equal to $1,200, subject to increase as set forth in the Class B COD.

Voting Rights. The shares of Class B Preferred Stock are entitled to vote together with the SSTC Common Stock on an as-converted basis and have the right to vote on all matters submitted to a vote of stockholders of SSTC.

Dividends. Each share of Class B Preferred Stock is entitled to receive and SSTC must pay, cumulative dividends of ten percent (10%) per annum, payable quarterly, beginning on the date of the first issuance of any share of Class B Preferred Stock regardless of the number of transfer of any particular shares of Class B Preferred Stock and regardless of the number of certificates which may be issued to evidence such Class B Preferred Stock, and ending on the date that such share of Class B Preferred Stock has been converted or redeemed.

Liquidation. In the event of liquidation, dissolution or winding up of SSTC, either voluntary or involuntary, the holders of the Class B Preferred Stock is entitled, by reason of their ownership of Class B Preferred Stock, to receive out of the assets, whether capital or surplus of SSTC, an amount equal to the stated value as stated in the Class B COD, plus any accrued and unpaid dividends any other fees or liquidated damages due, for each share of Class B Preferred Stock owned before any distribution or payment is made to the holders of SSTC Common Stock.

Conversion Rights. The shares of Class B Preferred Stock are convertible by dividing $1,200 by the conversion price, and such conversion price is the amount equal to the lower of $0.75 and 100% of the lowest volume-weighted average price of the shares of SSTC Common Stock during the fifteen (15) trading days immediately preceding, but not including, the date that such holder elects to convert in accordance with the terms of the Class B COD.

Redemption Rights. The Company possesses the right to redeem all outstanding shares of Class B Preferred Stock, with notice of five business days, at a redemption price determined by multiplying the Premium Rate (as defined below) by the sum of the Stated Value, accrued but unpaid dividends, and other due amounts to the holder as outlined in the Class B COD, the Merger Agreement and Transaction Documents (as defined in the Class B COD). “Premium Rate” means (a) 1.15 if all of the Class B Preferred Stock is redeemed within ninety (90) calendar days from the issuance date thereof; (b) 1.2 if all of the Class B Preferred Stock is redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof; (c) 1.25 if all of the Class B Preferred Stock is redeemed after one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof.

Rights Upon Fundamental Transaction. The Company is prohibited from engaging in a Fundamental Transaction (as defined in the Class B COD) unless certain conditions are met. First, the successor entity must assume all obligations of the Company under the Class B COD through satisfactory written agreements approved by the holder of the Class B Preferred Stock. Second, if the Fundamental Transaction occurs within six months of the date such shares of Series B Preferred Stock were issued, the successor entity must be a publicly traded corporation listed on an eligible market. The successor entity must also confirm to the holder that upon conversion of the Class B Preferred Stock, they will receive shares of publicly traded common stock of the successor entity equivalent to what they would have received had the conversion occurred immediately prior to the Fundamental Transaction. Additionally, the holder may choose to waive these conditions if they so wish. Finally, the Corporation must ensure that the Holder retains the right to receive equivalent benefits upon conversion of the Class B Preferred Stock after the Fundamental Transaction.

The foregoing descriptions of the Class A Preferred Stock and the Class B Preferred Stock are not complete and are subject to and qualified in their entirety by reference to the full text of the Class A COD and the Class B COD, copies of which are filed herewith as Exhibit 4.1 and 4.2, respectively, and incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 9, 2024, we held a special meeting of our stockholders at which our stockholders were asked to consider and vote upon the following proposals:

The approval of the amended and restated articles of incorporation of SSTC, to, among other modifications, (a) increase the number of shares of capital stock which SSTC is authorized to issue to 2,000,000,000 shares, (b) authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board, and (c) provide that special meetings of stockholders may be called only by the Board, effective prior to the effective time of the Merger (the “Articles of Incorporation A&R Proposal”).

The approval of the name change of SSTC following the Merger when and as determined by the Board to “Formation Minerals, Inc.” (the “Name Change Proposal” and together with the Articles of Incorporation A&R Proposal, the “Articles of Incorporation Amendment Proposals”).

The approval of the adjournment of the SSTC special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of either Articles of Incorporation Amendment Proposal, if there are insufficient votes at the time of such adjournment to approve Articles of Incorporation Amendment Proposal (the “Adjournment Proposal”).

Each of the foregoing proposals is described in detail in the Joint Proxy Statement/Prospectus.

For each of the proposals, a quorum was present. According to the report of the Inspector of Elections, each Articles of Incorporation Amendment Proposal was approved by the requisite vote of the holders of our common shares. The voting results for the Articles of Incorporation Amendment Proposals are as follows:

Articles of Incorporation A&R Proposal

For				Against				Abstain
	34,762,341				0				0

Name Change Proposal

For				Against				Abstain
	34,762,341				0				0

The results reported above are final voting results.

We did not call the vote on the Adjournment Proposal as there were sufficient votes to approve the Articles of Incorporation Amendment Proposals.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Audited consolidated financial statements of Verde comprising the consolidated balance sheets as of April 30, 2023 and 2022 and the related consolidated statements of operations, consolidated statements of stockholders’ equity and consolidated statements of cash flows for the two years in the period ended April 30, 2023, the notes related thereto and the Report of the Independent Registered Public Accounting Firm were filed with the SEC on August 2, 2023 with Verde’s Annual Report on Form 10-K for the year ended April 30, 2023, and are incorporated herein by reference.

Unaudited consolidated financial statements of Verde comprising the condensed consolidated balance sheets (unaudited) for the three and nine months ended January 31, 2024 and 2023, the condensed consolidated statements of operations (unaudited) for the three and nine months ended January 31, 2024 and 2023, the condensed consolidated statements of stockholders’ equity (unaudited) for the three and nine months ended January 31, 2024 and 2023 and the condensed consolidated statements of cash flows (unaudited) for the three and nine months ended January 31, 2024 and 2023 and the notes related thereto were filed with the SEC on March 25, 2024 with Verde’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2024, and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined statements of operations for the nine months ended January 31, 2024 and year ended April 30, 2023 gives pro forma effect to the Merger and other transactions contemplated by the Merger Agreement as if they had occurred on May 1, 2022. The unaudited pro forma condensed combined balance sheet as of January 31, 2024 gives pro forma effect to the Merger and other Transactions as if they were completed on January 31, 2024. The unaudited pro forma condensed combined statements of operations and the unaudited pro forma condensed combined balance sheet and the notes thereto were filed with the SEC with the Joint Proxy Statement/Prospectus, and are incorporated herein by reference.

(d) Exhibits

2.1		Agreement and Plan of Merger, dated December 11, 2023, by and among SensaSure Technologies, Inc. (now known as Formation Minerals, Inc.), Verde Bio Holdings, Inc. and Formation Minerals, Inc. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by SensaSure Technologies, Inc. on December 15, 2023.)

2.2		Amendment to the Agreement and Plan of Merger, dated as of February 8, 2024, by and among SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), Formation Minerals Inc. and Verde Bio Holdings, Inc. (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by SensaSure Technologies, Inc. on February 13, 2024.)

3.1		Composite Copy of Amended and Restated Articles of Incorporation of Formation Minerals, Inc., dated May 9, 2024, as amended May 9, 2024. (Filed herewith.)

3.2		Amended and Restated Bylaws of Formation Minerals, Inc., as amended as of May 9, 2024. (Filed herewith.)

3.3		Amended and Restated Bylaws of Formation Minerals, Inc., as amended as of May 9, 2024. (marked copy) (Filed herewith.)

4.1		Certificate of Designation of Preferences, Rights and Limitations of the Class A Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (Filed herewith.)

4.2		Certificate of Designation of Preferences, Rights and Limitations of the Class B Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (Filed herewith.)

4.3		Form of Common Stock Purchase Warrant of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated as of May 9, 2024. (Incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Registration Statement on Form S-4 filed by SensaSure Technologies, Inc. on April 5, 2024.)

10.1		Side Letter Agreement, dated as of February 6, 2024, by and between Verde Bio Holdings, Inc., SensaSure Technologies Inc. (now known as Formation Minerals, Inc.) and Spartan Capital Securities, LLC. (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by SensaSure Technologies, Inc. on February 13, 2024.)

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: May 13, 2024

	FORMATION MINERALS, INC.
	(formerly known as SensaSure Technologies Inc.)

	By:	/s/ Scott A. Cox
		Scott A. Cox
		President Chief Executive Officer and Chief Financial Officer

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

FORMATION MINERALS, INC.,

A NEVADA CORPORATION

AS AMENDED AS OF

MAY 9, 2024

ARTICLE I
Company Name

Section 1.1. The name of this corporation is Formation Minerals, Inc. (the “Corporation”)

ARTICLE II
Duration

Section 2.1. The Corporation shall continue in existence perpetually unless sooner dissolved according to law.

ARTICLE III
Purpose

Section 3.1. The purpose for which the Corporation is organized is to engage in any lawful activity within or outside of the State of Nevada.

Section 3.2. The Corporation may also maintain offices at such other places within or outside of the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and stockholders may be held outside the State of Nevada with the same effect as if held in the State of Nevada.

ARTICLE IV
Board of Directors

Section 4.1. Powers.

(a) Subject to any express limitations contained in these Articles of Incorporation as amended and supplemented from time to time (these “Articles of Incorporation”) or adopted by the board of directors of the Corporation (the “Board of Directors”) in the bylaws of the Corporation as in effect from time to time (the “Bylaws”), (a) the business and affairs of the Corporation shall be managed under the direction of the Board of Directors, and (b) the Board of Directors shall have full, exclusive and absolute power, control and authority over any and all assets of the Corporation. The Board of Directors may take any action as in its sole discretion it deems necessary or appropriate to conduct the business and affairs of the Corporation. The Articles of Incorporation shall be construed with the presumption in favor of the grant of power and authority to the Board of Directors. Any construction of these Articles of Incorporation or determination by the Board of Directors concerning its powers and authority hereunder shall be conclusive. The enumeration and definition of particular powers of the Board of Directors included in these Articles of Incorporation or in the Bylaws shall in no way be construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Board of Directors or the Directors under the general laws of the State of Nevada or any other applicable laws.

(b) The Board of Directors, without any action by or approval of the stockholders of the Corporation, shall have and may exercise, on behalf of the Corporation, without limitation, the sole power to adopt, amend and repeal Bylaws, to elect officers in the manner prescribed in the Bylaws, to solicit proxies from holders of shares of capital stock and to do any other acts and deliver any other documents necessary or appropriate to the foregoing powers.

Section 4.2. Number. The number of Directors may be increased or decreased only by the Board of Directors, subject to the express voting powers of any class or series of capital stock hereafter authorized and then outstanding; provided, however, that the number of Directors shall in no event be less than one.

Section 4.3. Voting for Election of Directors by Stockholders. Except as may be mandated by any applicable law or the listing requirements of the principal securities exchange on which the shares of capital stock of the Corporation are then listed, and subject to the provisions of any class or series of shares hereafter authorized and then outstanding, a majority of all of the votes cast for the election of a Director at a meeting of stockholders of the Corporation duly called and at which a quorum is present is required to elect a Director. In case of the failure to elect any Director at an annual meeting of stockholders of the Corporation, the incumbent Director who was up for election at that meeting may hold over and continue to serve as a Director for the full term of the directorship in which he or she was nominated and until the election and qualification of his or her successor. The failure of stockholders of the Directors to elect Directors at an annual meeting of stockholders of the Corporation shall not cause vacancies on the Board of Directors requiring the officers of the Corporation to call a special meeting of stockholders of the Corporation to elect Directors pursuant to Section 8.1 unless all Directors, including holdover Directors, are unwilling or unable to continue to serve.

Section 4.4. Vacancies on the Board of Directors. Subject to the provisions of any class or series of shares of capital stock hereafter authorized and then outstanding, any vacancy in the position of Director as a result of any reason, including a vacancy caused by the death, resignation, retirement, removal or incapacity of any Director, or resulting from an increase in the number of Directors, may be filled only by the affirmative vote of a majority of the Directors then remaining in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until the election and qualification of his or her successor. If for any reason any or all of the Directors cease to be Directors, such event shall not terminate the Corporation or affect these Articles of Incorporation or the Bylaws.

Section 4.5. Resignation or Removal. Any Director may resign or retire as a Director by an instrument in writing signed by him or her and delivered to the Secretary of the Corporation, and such resignation or retirement shall be effective upon such delivery or at a later date specified in the instrument. The acceptance of a resignation or retirement shall not be necessary to make it effective unless otherwise stated in the resignation or retirement. A Director judged incompetent or for whom a guardian or conservator has been appointed shall be deemed to have resigned as of the date of such adjudication or appointment. A Director may be removed, (1) only for cause, at a meeting of stockholders of the Corporation properly called for that purpose, by the affirmative vote of 75% of all of the votes entitled to be cast for the election of such Director, or (2) with or without cause, by the affirmative vote of 75% of the remaining Directors. For purposes of the provisions of these Articles of Incorporation and the Bylaws regarding the removal of a Director, “cause” means, with respect to a particular Director, the incapacity of such Director, such Director’s conviction of a felony or a final, non-appealable judgment of a court or arbitration panel of competent jurisdiction holding that such Director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

Section 4.6. Determinations by Board of Directors. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of capital stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of shares or the payment of other distributions on shares; the amount of paid in surplus, net assets, other surplus, cash flow, net income, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created or shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of these Articles of Incorporation (including any of the terms, preferences, conversion or other rights, voting or other powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of shares) or of the Bylaws; the number of issued and outstanding shares of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares; any matter relating to the acquisition, holding or disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person; the compensation of Directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, these Articles of Incorporation or the Bylaws or otherwise to be determined by the Board of Directors.

ARTICLE V
Capital Stock

Section 5.1. Authorized Capital Stock. The aggregate number of shares of capital stock (“Shares”) which the Corporation shall have the authority to issue is two billion (2,000,000,000) shares, consisting of (a) one billion eight hundred and fifty million (1,850,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”), and (b) one hundred and fifty million (150,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series or classes as hereinafter provided. If Shares of one class or series are classified or reclassified into Shares of another class or series of Shares pursuant to this Article V, the number of authorized Shares of the former class or series shall be automatically decreased and the number of Shares of the latter class or series shall be automatically increased, in each case by the number of Shares so classified or reclassified, so that the aggregate number of Shares of all classes and series that the Corporation has authority to issue shall not be more than the total number of Shares set forth in the second sentence of this paragraph. The Board of Directors, without any action by or approval of the stockholders of the Corporation, may amend these Articles of Incorporation from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Corporation has authority to issue.

Section 5.2. Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board of Directors by resolution shall, (a) designate that class or series, (b) specify the number of Shares to be included in that class or series, (c) set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for that class or series, and (d) cause the Corporation to file amendments or supplements to these Articles of Incorporation or certificates of designation with the Secretary of State of the State of Nevada with respect to that class or series. Any of the terms of any class or series of Shares set pursuant to clause (c) of this Section 5.2 may be made dependent upon facts ascertainable outside the Articles of Incorporation (including the occurrence of any event, determination or action by the Corporation or any other person or body) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the amendments or supplements to these Articles of Incorporation or certificates of designation with the Secretary of State of the State of Nevada.

Section 5.3. Common Stock. Except as may be otherwise specified in these Articles of Incorporation or the Bylaws, each share of Common Stock shall entitle the holder thereof to, (a) one vote on each matter upon which holders of Common Stock are entitled to vote and (b) one vote for each Director to be elected and for whose election the holder is entitled to vote. Subject to the provisions of any class or series of Shares hereafter authorized and then outstanding, there will be no cumulative voting for the election of Directors by stockholders of the Corporation. The Board of Directors may, without any action by or approval of the stockholders of the Corporation, reclassify any unissued shares of Common Stock from time to time into one or more classes or series of Shares, and such reclassified Shares may have powers, preferences and rights that are preferential, rank prior or are superior to those of any other class or series of a class of Shares, including the shares of Common Stock.

Section 5.4. Preferred Stock. The shares of Preferred Stock may be issued from time to time in one or more series or classes. The Board of Directors is authorized, by resolution adopted and filed in accordance with Nevada law, to provide for the issuance of such series or classes of shares of Preferred Stock. Each series or class of shares of Preferred Stock:

(a) may have such voting powers, full or limited, or may be without voting powers;

(b) may be subject to redemption at such time or times and at such prices as determined by the Board of Directors;

(c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock;

(d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation;

(e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes or series of capital stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments;

(f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series or class in such amount or amounts;

(g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or class or of any other series or class) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and

(h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall be stated in said resolution or resolutions providing for the issue of such shares of Preferred Stock. Shares of Preferred Stock of any series or class that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Preferred Stock of the same series or class and may be reissued as a part of the series or class of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series or class of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series or class of shares of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series or class of shares of Preferred Stock.

Section 5.5. Articles of Incorporation and Bylaws. All rights, powers and privileges of all holders of Shares and the terms of all Shares are subject to the provisions of the Articles of Incorporation and the Bylaws. All persons who acquire or receive Shares, or any interest therein, shall be held, by virtue of such acquisition or receipt, to have expressly assented and agreed to the Articles of Incorporation and the Bylaws and to have acquired or received such Shares or interest subject to the provisions of the Articles of Incorporation and the Bylaws. The Bylaws may contain any provision that is not inconsistent with law or the Articles of Incorporation, including, without limitation, provisions, (a) for informational and other requirements for stockholders of the Corporation proposing the nomination of one or more individuals for election as a Director or any other business for consideration at a meeting of stockholders of the Corporation, (b) interpreting or carrying out the intent and purposes of the Articles of Incorporation, and (c) for the forum with respect to any disputes, claims or controversies, including any disputes, claims or controversies brought by or on behalf of any present or former holder of Shares either on his, her or its own behalf, on behalf of the Corporation or on behalf of any class or series of Shares or present or former holders of Shares, and such provisions in the case of (c) may provide that any such forum may or may not be exclusive or mandatory. The Board of Directors shall have the exclusive power to make, alter, amend or repeal the Bylaws.

Section 5.6. Dividends and Distributions. The Board of Directors may from time to time authorize and cause the Corporation to declare and pay to holders of any class or series of Shares such dividends or other distributions, in cash or other assets of the Corporation or in Shares or other securities of the Corporation or from any other source as the Board of Directors in its sole discretion shall determine. Stockholders of the Corporation shall have no right to any dividend or other distribution unless and until authorized by the Board of Directors and declared by the Corporation. The exercise of the powers and rights of the Board of Directors pursuant to this Section 5.6 shall be subject to the provisions of any class or series of Shares then outstanding.

Section 5.7. Fractional Shares. The Corporation may, without any action by or approval of the stockholders of the Corporation, issue fractional Shares, eliminate a fraction of a Share by rounding up or down to a full Share, arrange for the disposition of a fraction of a Share by the person entitled to it or pay cash for the fair value of a fraction of a Share.

ARTICLE VI
No Further Assessments

Section 6.1. The capital stock, after the amount of the subscription price determined by the Board of Directors has been paid in money, property or services, as the Board of Directors shall determine, shall be subject to no further assessment to pay the debts of the Corporation, and no stock issued as fully paid up shall ever be assessable or assessed, and these Articles of Incorporation shall not and cannot be amended, regardless of the vote therefore, so as to amend, modify or rescind this Article 6.

ARTICLE VII
No Preemptive Rights

Section 7.1. Except as otherwise set forth herein, none of the shares of capital stock of the Corporation shall carry with them any preemptive right to acquire additional or other shares of capital stock of the Corporation and no holder of any shares of capital stock of the Corporation shall be entitled, as of right, to purchase or subscribe for any part of any unissued shares of capital stock of the Corporation or for any additional shares of capital stock, of any class or series, which may at any time be issued, whether now or hereafter authorized, or for any rights, options or warrants to purchase or receive shares of capital stock or for any bonds, certificates of indebtedness, debentures or other securities.

ARTICLE VIII
Stockholders

Section 8.1. Meetings.

(a) There shall be an annual meeting of stockholders of the Corporation, to be held on proper notice at such time and convenient location as shall be determined by or in the manner prescribed in the Bylaws, for the election of the Directors, if required, and for the transaction of any other business within the powers of the Corporation. Except as otherwise provided in these Articles of Incorporation, meetings of the stockholders of the Corporation, including the annual meeting and any special meetings, may be called only by the Board of Directors. If there are no Directors, the officers of the Corporation shall promptly call a special meeting of stockholders of the Corporation entitled to vote for the election of successor Directors. Any meeting may be adjourned and reconvened as the Board of Directors in its sole discretion shall determine or as shall be set forth in a provision of the Bylaws approved by the Board of Directors.

(b) No business shall be transacted at a special meeting of stockholders of the Corporation other than business that is brought before the meeting pursuant to the Corporation’s notice of meeting by or at the direction of the Board of Directors or otherwise properly brought before the meeting by or at the direction of the Board of Directors.

Section 8.2. Board Approval. The submission of any action to stockholders of the Corporation for their consideration shall first be approved or advised by the Board of Directors, and stockholders of the Corporation shall not otherwise be entitled to act thereon except as otherwise expressly required by law.

ARTICLE IX
Amendments

Section 9.1. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Nevada, and all rights, preferences and privileges of any nature conferred upon stockholders, directors or any other persons by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

Section 9.2. Except as otherwise provided in these Articles of Incorporation and subject to the following sentence, any amendment to the Articles of Incorporation must first be approved by 60% of the Directors then in office and then shall be valid only if approved by, if stockholders approval is required by Nevada law (a) the affirmative vote of a majority of all of the votes entitled to be cast on the matter, or (b) if Nevada law hereafter permits the effectiveness of a vote described in this clause (b), the affirmative vote of a majority of all of the votes cast on the matter. Any amendment to Section 4.6 or to this sentence of the Articles of Incorporation shall be valid only if approved by the Board of Directors and then by the affirmative vote of two thirds of all the votes entitled to be cast on the matter.

ARTICLE X
Election Not to be Governed By Provisions of Nevada Revised Statutes 78.411 to 78.444

Section 10.1. The Corporation, pursuant to Nevada Revised Statutes 78.434, hereby elects not to be governed by the provisions of Nevada Revised Statutes 78.411 to 78.444, inclusive.

ARTICLE XI
Indemnification; Limitation of Liability

Section 11.1. Indemnification.

(a) The Corporation shall, to the maximum extent permitted by Nevada law in effect from time to time, indemnify, and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former Director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity, or (ii) any individual who, while a present or former Director or officer of the Corporation and at the request of the Corporation, serves or has served as a Director, officer, partner, member, manager, employee or agent of another real estate investment trust, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advancement of expenses provided in the Articles of Incorporation and the Bylaws shall vest immediately upon election of a Director or officer and neither the amendment nor repeal of this Section 11.1, nor the adoption or amendment of any other provision of the Articles of Incorporation or Bylaws inconsistent with this Section 11.1, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses, (x) to a person that served a predecessor of the Corporation in any of the capacities described in (i) or (ii) above, and (y) to any employee or agent of the Corporation or a predecessor of the Corporation. Except as otherwise provided in a provision of the Bylaws approved by the Board of Directors, this Section 11.1(a) shall not obligate the Corporation to indemnify or advance expenses to any person referenced in (i) or (ii) above for any proceeding initiated by such person against the Corporation unless such proceeding was authorized by the Board of Directors or is a proceeding to enforce rights to indemnification.

(b) The Corporation shall have the power, with the approval of the Board of Directors, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any person, including any present or former employee, manager or agent of the Corporation, the Corporation’s subsidiaries or any affiliate of the Corporation or the Corporation’s subsidiaries.

(c) The indemnification and payment or reimbursement of expenses provided in this Section 11.1 shall not be deemed exclusive of or limit in any way any other rights to which any Person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any statute, bylaw, resolution, insurance, agreement, vote of stockholders of the Corporation or disinterested Directors or otherwise.

Section 11.2. Limitation of Liability.

(a) The private property of the stockholders, directors and officers of the Corporation shall not be subject to the payment of corporate debts to any extent whatsoever.

(b) No stockholder, director, or officer shall have any personal liability to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this provision does not eliminate nor limit in any way the liability of a director or officer for:

(i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

(ii) the payment of dividends in violation of Nevada Revised Statutes 78.300.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, I have hereunto set my hands this 9^th day of May, 2024, hereby declaring and certifying that the facts stated hereinabove are true.

	By:
		/s/ James D. Hiza
		James D. Hiza
		President

[Signature Page to Amended and Restated Articles of Incorporation]

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

FORMATION MINERALS, INC.

AS AMENDED AS OF

MAY 9, 2024

ARTICLE I
OFFICES

SECTION 1.1. PRINCIPAL OFFICE. The principal office and place of business of FORMATION MINERALS, INC., a Nevada corporation (the “Corporation”), shall be located at such place or places, both within and without the State of Nevada, as the board of directors of the Corporation (the “Board of Directors”) may from time to time designate.

SECTION 1.2. OTHER OFFICES. The Corporation may also have offices at such other place or places as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

SECTION 2.1. ANNUAL MEETINGS. An annual meeting of stockholders for the election of Directors and the transaction of any business within the powers of the Corporation shall be held at such times as the Board of Directors may designate. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid acts of the Corporation.

SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders may be called only by the Board of Directors. If there shall be no Directors, the officers of the Corporation shall promptly call a special meeting of stockholders entitled to vote for the election of successor Directors for the purpose of electing Directors.

SECTION 2.3. MEETING BUSINESS. Except as otherwise expressly set forth in the amended and restated articles of incorporation of the Corporation, as they may be further amended and restated, amended or supplemented from time to time (the “Articles of Incorporation”) or elsewhere in these Bylaws, no business shall be transacted at an annual or special meeting of stockholders except as specifically designated in the notice or otherwise properly brought before the meeting of stockholders by or at the direction of the Board of Directors.

SECTION 2.4. PLACE OF MEETING. All meetings of the stockholders shall be held at the principal office of the Corporation or at such other place within or without the State of Nevada as the Board of Directors shall determine.

SECTION 2.5. NOTICES. Notice given in writing or by electronic transmission specifying the place, day and time of any regular or special meeting, the purposes of the meeting, to the extent required by law to be provided, and all other matters required by law shall be given to each stockholder of record entitled to vote, sent to his or her address appearing on the books of the Corporation or theretofore given by him or her to the Corporation for the purpose of notice, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Nevada law. If mailed, such notice shall be deemed to be given once deposited in the U.S. mail addressed to the stockholder at his or her post office address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. It shall be the duty of the secretary to give notice of each meeting of stockholders. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective to any stockholder at such address, unless a stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

SECTION 2.6. ORGANIZATION OF STOCKHOLDER MEETINGS. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairperson of the meeting or, in the absence of such appointment or the absence of the appointed individual, by one of the following officers present at the meeting in the following order: the chairman of the board, if there be one, the president, the vice presidents (in their order of seniority), the secretary, or, in the absence of such officers, a chairperson chosen by the stockholders by the vote of holders of shares of beneficial interest representing a majority of the votes cast on such appointment by stockholders present in person or represented by proxy. The secretary, an assistant secretary or a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairperson of the meeting shall act as secretary of the meeting and record the minutes of the meeting. If the secretary presides as chairperson at a meeting of stockholders, then the secretary shall not also act as secretary of the meeting and record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairperson, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Without limiting the generality of the powers of the chairperson of the meeting pursuant to the foregoing provisions, the chairperson may adjourn any meeting of stockholders for any reason deemed necessary by the chairperson, including, without limitation, if: (i) no quorum is present for the transaction of the business; (ii) the Board of Directors or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information that the Board of Directors or the chairperson of the meeting determines has not been made sufficiently or timely available to stockholders; or (iii) the Board of Directors or the chairperson of the meeting determines that adjournment is otherwise in the best interests of the Corporation. Unless otherwise determined by the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the general rules of parliamentary procedure or any otherwise established rules of order.

SECTION 2.7. QUORUM. The holders of shares of the capital stock of the Company issued and outstanding and holding of majority of the voting power entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders or if the voting power necessary to approve a matter for which the meeting has been noticed has not voted in favor of such matter, the Chairman, Chief Executive Officer, President or a majority of the Board of Directors shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented or until the voting power necessary to approve the matter for which the meeting has been noticed has been voted in favor of such matter.

SECTION 2.8. ADJOURNMENT. When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice may not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 2.5. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2.9. VOTING. Except as otherwise provided in the Articles of Incorporation or provisions of these Bylaws or mandated by applicable law, and subject to the provisions of any class or series of shares of capital stock hereafter authorized and then outstanding, at a meeting of stockholders of the Corporation duly called and at which a quorum is present, with respect to any matter submitted by the Board of Directors to stockholders of the Corporation for approval or otherwise voted upon by stockholders of the Corporation, a majority of all the votes cast shall be required to approve the matter. Subject to the provisions of any class or series of capital stock hereafter authorized and then outstanding, on any matter submitted to a vote of stockholders of the Corporation, all shares of capital stock then entitled to vote shall, except as otherwise provided in the Articles of Incorporation or provisions of these Bylaws, be voted in the aggregate as a single class without regard to class or series of shares, except that if the Board of Directors has determined that the matter affects only the interests of one or more series or classes of shares of capital stock, only stockholders of such series or classes shall be entitled to vote thereon. Upon the demand of any common stockholder or member of the Board of Directors, the vote for Directors and the vote upon any question before the meeting shall be by ballot.

SECTION 2.10. PROXIES; INSPECTORS OF ELECTION. At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one (1) shall be present, then that one (1) shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by three (3) inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

The inspectors of election shall:

(a)

Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b)

Receive votes, ballots, or consents;

(c)

Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)

Count and tabulate all votes or consents;

(e)

Determine when the polls shall close;

(f)

Determine the results; and

(g)

Do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

SECTION 2.11. ACTION BY WRITTEN CONSENT. Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

SECTION 2.12. WAIVER OF NOTICE. The transaction of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice of consent need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.

SECTION 2.13. RECORD DATES.

(a) Meetings. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders of record who are entitled to notice of any meeting of stockholders and to vote at such meeting and any adjournment thereof. If no date is fixed for the determination of the stockholders entitled to vote at any meeting of stockholders, only persons in whose names shares entitled to vote are recorded on the stock records of the Corporation on the later of (a) the close of business on the day on which notice of such meeting of stockholders is first mailed by the Corporation or (b) the thirtieth (30^th) day before the date of such meeting shall be entitled to vote at such meeting.

(b) Other Purposes. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to receive payment of any such dividend, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as above.

ARTICLE III
DIRECTORS

SECTION 3.1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by the Board of Directors.

SECTION 3.2. NUMBER. The number of Directors may be increased or decreased only by the Board of Directors, subject to the express voting powers of any class or series of capital stock hereafter authorized and then outstanding; provided, however, that the number of Directors shall in no event be less than one.

SECTION 3.3. TENURE AND QUALIFICATION. All Directors shall be elected to hold office for one-year terms expiring at the next annual meeting of stockholders following his or her election and until his or her successor shall have been duly elected and qualified. Members of the Board of Directors need not be residents of the state of Nevada or stockholders of the Corporation.

SECTION 3.4. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders, no notice other than this Bylaw being necessary. The time and place of the annual meeting of the Board of Directors may be changed by the Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of regular meetings of the Directors without other notice than such resolution. If any such regular meeting is not so provided for, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

SECTION 3.5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the Chairman, the President or by any two (2) members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them. Notice of any special meeting shall be given by written notice delivered personally or by electronic mail, telephoned, facsimile transmitted, overnight couriered (with proof of delivery) or mailed to each Director at his or her business or residence address. Personally delivered, telephoned, facsimile transmitted or electronically mailed notices shall be given at least twenty-four (24) hours prior to the meeting. Notice by mail shall be deposited in the U.S. mail at least seventy-two (72) hours prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail properly addressed, with postage thereon prepaid. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the Director. Telephone notice shall be deemed given when the Director is personally given such notice in a telephone call to which he is a party. Facsimile transmission notice shall be deemed given upon completion of the transmission of the message to the number given to the Corporation by the Director and receipt of a completed answer back indicating receipt.

If sent by overnight courier, such notice shall be deemed given when delivered to the courier. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

SECTION 3.6. ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to the absent members of the Board of Directors if the time and place be fixed at the meeting adjourned and unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 3.5, to the members of the Board of Directors who were not present at the time of the adjournment.

SECTION 3.7. VALIDITY OF TRANSACTIONS. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the members of the Board of Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 3.8. QUORUM. A majority of the Directors then in office shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of the Directors then in office are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to the Articles of Incorporation, these Bylaws or a resolution of the Board of Directors, the vote of a particular group or committee of the Board of Directors is required for action, a quorum for that action shall be a majority of the Directors then in office that comprise such group or committee. The Directors present at a meeting of the Board of Directors which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of such number of Directors as would otherwise result in less than a quorum then being present at the meeting.

SECTION 3.9. VOTING. The action of the majority of the Directors present at a meeting at which a quorum is or was present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by specific provision of an applicable statute, the Articles of Incorporation or these Bylaws. If enough Directors have withdrawn from a meeting to leave fewer than are required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of Directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Articles of Incorporation or these Bylaws.

SECTION 3.10. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. Such meeting shall be deemed to have been held at a place designated by the Board of Directors at the meeting.

SECTION 3.11. WRITTEN CONSENT. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a majority of the Directors shall individually or collectively consent in writing or by electronic transmission to such action, unless the concurrence of a greater proportion is required for such action by a specific provision of an applicable statute, the Articles of Incorporation or these Bylaws, in which case, such greater proportion of Directors shall be required to consent in writing or by electronic transmission to such action. Such written or electronic consent or consents shall be filed with the records of the Corporation and shall have the same force and effect as the affirmative vote of such Directors at a duly held meeting of the Directors at which a quorum was present.

SECTION 3.12. COMPENSATION. The Directors shall be entitled to receive such reasonable compensation for their services as Directors as the Board of Directors may determine from time to time. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof; and for their expenses, if any, in connection with each property visit and any other service or activity performed or engaged in as Directors. The Directors shall be entitled to receive remuneration for services rendered to the Corporation in any other capacity, and such services may include, without limitation, services as an officer of the Corporation, services as an employee, legal, accounting or other professional services, or services as a broker, transfer agent or underwriter, whether performed by a Director or any person affiliated with a Director.

SECTION 3.13. RELIANCE. Each member of the Board of Directors, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation or by the accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether any such accountant, appraiser or other expert or consultant may also be a member of the Board of Directors.

SECTION 3.14. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. A Director shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any Director or officer, employee or agent of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar or in addition to those of or relating to the Corporation.

ARTICLE IV
COMMITTEES OF DIRECTORS

SECTION 4.1. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one (1) or more of their number to one or more committees which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.

SECTION 4.2. MEETING AUTHORITY. Meetings and actions of a committee shall be governed by, and held and taken in accordance with, the provisions of Article III with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V
OFFICERS

SECTION 5.1. GENERAL PROVISIONS. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Secretary and a Treasurer. In addition, the Board of Directors may from time to time elect such other officers with such titles, powers and duties as set forth herein or as the Board of Directors shall deem necessary or desirable, including a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. The officers of the Corporation shall be elected annually by the Board of Directors. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, resignation or removal in the manner hereinafter provided. Any two (2) or more offices, except that of President and Vice president, may be held by the same person. In their discretion, the Board of Directors may leave unfilled any office, except there must be at least one President, Treasurer and Secretary. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

SECTION 5.2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the President or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

SECTION 5.3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

SECTION 5.4. PRESIDENT. Except as the Board of Directors may otherwise provide, the President shall have the duties usually vested in a president. The President shall have such other duties as may be assigned to the President by the Board of Directors from time to time. The President may execute any deed, mortgage, bond, lease, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed. In the absence of a Chief Executive Officer, the President shall also be the Chief Executive Officer.

SECTION 5.5. CHIEF OPERATING OFFICER. If elected, except as the Board of Directors may otherwise provide, the Chief Operating Officer shall have the duties usually vested in a chief operating officer. The Chief Operating Officer shall have such other duties as may be assigned to the Chief Operating Officer by the President or the Board of Directors from time to time.

SECTION 5.7. VICE PRESIDENTS. In the absence or disability of the President, the Vice President, if any (or if there is more than one, the Vice Presidents in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the President. The Vice President(s) shall have such other duties as may be assigned to such vice president by the President or the Board of Directors from time to time. The Board of Directors may designate one or more Vice Presidents as Executive Vice President, Senior Vice President or Vice Presidents for particular areas of responsibility.

SECTION 5.8. SECRETARY. Except as the Board of Directors may otherwise provide, the Secretary (or his or her designee) shall: (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Corporation records and of the seal of the Corporation, if any; and (d) maintain a share register, showing the ownership and transfers of ownership of all shares of beneficial interest of the Corporation, unless a transfer agent is employed to maintain and does maintain such a stock register. The Secretary shall have such other duties as may be assigned to the Secretary by the President or the Board of Directors from time to time.

SECTION 5.9. TREASURER. Except as the Board of Directors may otherwise provide, the Treasurer shall: (a) have general charge of the financial affairs of the Corporation; (b) have or oversee the custody of the funds, securities and other valuable documents of the Corporation; (c) maintain or oversee the maintenance of proper financial books and records of the Corporation; and (d) have the duties usually vested in a treasurer. The Treasurer shall have such other duties as may be assigned to the Treasurer by the President or the Board of Directors from time to time.

SECTION 5.10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the president or the Board of Directors from time to time.

ARTICLE VI
CERTIFICATES OF STOCK

SECTION 6.1. CERTIFICATION. The Board of Directors may authorize the issuance of uncertificated shares pursuant to Nevada Revised Statutes Section 78.235(4). Absent such authorization by the Board of Directors, every stockholder shall be entitled to have a certificate signed by the President and the Secretary, certifying the number of shares owned by him, her or it in the Corporation. If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) class or series of any class, the designations, preferences and relative participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such stock.

SECTION 6.2. REPLACED CERTIFICATES. Any officer designated by the Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

SECTION 6.3. CERTIFICATE SURRENDER. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

SECTION 6.4. CORPORATE REGISTRAR. The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

ARTICLE VII
RECORDS AND REPORTS

SECTION 7.2. ACCOUNTING BOOKS AND RECORDS. The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors. The minutes, accounting books, and the records shall be kept either in written form or in any other form capable of being converted into written form. Subject to the applicable provisions of the NRS, the minutes and accounting books and records shall be open to inspection by the stockholders.

SECTION 7.3. INSPECTION. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind, and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VIII
GENERAL PROVISIONS

SECTION 8.1. DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the Corporation or for such other purpose as the Directors shall deem conducive to the interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 8.2. FISCAL YEAR. The fiscal year of the Corporation shall be the twelve (12) months ended April 30, unless otherwise fixed by a resolution of the Board of Directors.

SECTION 8.3. SEAL. The Corporation may adopt a corporate seal and have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Nevada.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

SECTION 8.4. ELECTRONIC SIGNATURE. Any action taken by the Board of Directors, the stockholders of the Corporation or the individual Directors, officers, employees or other agents of the Corporation, which requires a written signature, shall be deemed valid and binding if made by means of electronic signature. For purposes of these Bylaws, “electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a person with the intent to sign such record, including facsimile or email electronic signatures.

SECTION 8.5. AUTHORITY. The Chairman of the Board of Directors, the President or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by the Chairman or the President.

SECTION 8.6. CONSTRUCTION. Whenever a conflict arises between the language of these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall govern.

SECTION 8.7. EXECUTION OF INSTRUMENTS. All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board of Directors may from time to time designate. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by such officer or officers, agent or agents of the Company and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 8.8. SUBSIDIARY CORPORATIONS. Shares of the Corporation owned by a subsidiary shall not be entitled to vote on any matter. For the purpose of this section, a subsidiary of the Corporation as defined the NRS is defined as another corporation of which shares thereof possessing more than 25% of the voting power are owned directly or indirectly through one or more other corporations of which the Corporation owns, directly or indirectly, more than 50% of the voting power.

SECTION 8.9. WAIVERS. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 8.10. RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholder’s derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a member of the Board of Directors, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders and, if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

ARTICLE IX
AMENDMENTS

SECTION 9.1. AMENDMENT BY BOARD OF DIRECTORS. Except for any change for which these Bylaws require approval by more than a majority vote of the Board of Directors, these Bylaws may be amended or repealed or new or additional Bylaws may be adopted only by the vote or written consent of a majority of the Board of Directors as specified in Article III.

ARTICLE X
EXCLUSIVE FORUM FOR CERTAIN DISPUTES

SECTION 10.1. EXCLUSIVE FORUM. The courts of the State of Nevada shall be the sole and exclusive forum for: (1) any derivative action or proceeding brought on behalf of the Corporation; (2) any action asserting a claim of breach of a duty owed by any Director, officer, manager, agent or employee of the Corporation to the Corporation or the stockholders; (3) any action asserting a claim against the Corporation or any Director, officer, agent or employee of the Corporation arising pursuant to Nevada law or the Articles of Incorporation or these Bylaws, including any disputes, claims or controversies brought by or on behalf of any stockholder (which, for purposes of this Article X, shall mean any stockholder of record or any beneficial owner of any class or series of shares of capital stock of the Corporation, or any former holder of record or beneficial owner of any class or series of shares capital stock of the Corporation), either on his, her or its own behalf, on behalf of the Corporation or on behalf of any series or class of shares of capital stock of the Corporation or stockholders against the Corporation or any Director, officer, agent or employee of the Corporation, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of the Articles of Incorporation or these Bylaws, including this Article X; or (4) any action asserting a claim against the Corporation or any Director, officer, agent or employee of the Corporation governed by the internal affairs doctrine of the State of Nevada. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of beneficial interest of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. This choice of forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other claim for which federal courts have exclusive jurisdiction.

* * * * *

Exhibit 3.3

AMENDED AND RESTATED BYLAWS OF FORMATION MINERALS, INC. AS AMENDED AS OF MAY 9, 2024 BY LAWS OF SENSASURE TECHNOLOGIES INC. ARTICLE I - OFFICES The principal office of the corporation shall be established and maintained as designated in the Articles of Incorporation. The corporation may also have offices at such places within or without the State of Nevada as the Board of Directors (hereinafter, “Board”) may from time to time establish. ARTICLE II – STOCKHOLDERS SECTION 1.1. PRINCIPAL OFFICE. The principal office and place of business of FORMATION MINERALS, INC., a Nevada corporation (the “Corporation”), shall be located at such place or places, both within and without the State of Nevada, as the board of directors of the Corporation (the “Board of Directors”) may from time to time designate. SECTION 1.2. OTHER OFFICES. The Corporation may also have offices at such other place or places as the Board of Directors may from time to time designate or the business of the Corporation may require. ARTICLE II STOCKHOLDERS SECTION 2.1. ANNUAL MEETINGS. An annual meeting of stockholders for the election of Directors and the transaction of any business within the powers of the Corporation shall be held at such times as the Board of Directors may designate. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid acts of the Corporation. SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders may be called only by the Board of Directors. If there shall be no Directors, the officers of the Corporation shall promptly call a special meeting of stockholders entitled to vote for the election of successor Directors for the purpose of electing Directors. SECTION 2.3. MEETING BUSINESS. Except as otherwise expressly set forth in the amended and restated articles of incorporation of the Corporation, as they may be further amended and restated, amended or supplemented from time to time (the “Articles of Incorporation”) or elsewhere in these Bylaws, no business shall be transacted at an annual or special meeting of stockholders except as specifically designated in the notice or otherwise properly brought before the meeting of stockholders by or at the direction of the Board of Directors. 1. SECTION 2.4. PLACE OF MEETINGS. Meetings MEETING. All meetings of the Stockholders stockholders shall be held at the principal office of the corporation Corporation or at such other place within or without the State of Nevada as the Board of Directors shall authorize determine .

2. ANNUAL MEETING. The annual meeting of Stockholders shall be held on the first Monday of each year in the month of May; however, if such day falls on a legal holiday, then on the next business day following at the same time. At the annual meeting of Stockholders, the Stockholders shall elect the Board of Directors and transact such other business as may properly come before the meeting. 3. SPECIAL MEETINGS. Special meetings of the Stockholders may be called by the Board or by the President or at the written request of Stockholders owning a majority of the stock entitled to vote at such meeting. A meeting requested by the Stockholders shall be called for a date not less than ten (10) nor more than sixty (60) days after a request is made. The Secretary shall issue the call for the meeting unless the President, the Board or the Stockholders shall designate another to make said call. 4. NOTICE OF MEETINGS . Written Notice of each meeting of Stockholders shall state the purpose of the meeting and the time and place of the meeting. Notice shall be mailed to each Stockholder having the right and entitled to vote at such meetings to their last address as it appears on the records of the corporation, not less than ten (10) nor more than sixty (60) days before the date set for such meeting. Such notice shall be sufficient for the meeting and any adjournment thereof. If any Stockholder shall transfer his stock after notice, it shall not be necessary to notify the transferee. Any Stockholder may waive notice of any meeting before, during or after the meeting. 5. RECORD DATE . The Board may fix a record date not more than forty (40) days prior to the date set for a meeting of Stockholders as the date of which the Stockholders of record who have the right to and are entitled to notice of and to vote at such meeting and any adjournment thereof shall be determined. Notice that such date has been fixed may be published in the city, town or county where the principal office of the corporation is located and in each city or town where a transfer agent of the stock of the corporation is located. 6. VOTING . Every Stockholder shall be entitled at each meeting and upon each proposal presented at each meeting to one vote for each share of voting stock recorded in his/her name on the books of the corporation on the record date as fixed by the Board. If no record date was fixed, on the date of the meeting the book of records of Stockholders shall be produced at the meeting upon the request of any Stockholder. Upon demand of any Stockholder , the vote for Directors and the vote upon any question before the meeting shall be by ballot. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote. SECTION 2.5. NOTICES. Notice given in writing or by electronic transmission specifying the place, day and time of any regular or special meeting , the purposes of the meeting, to the extent required by law to be provided, and all other matters required by law shall be given to each stockholder of record entitled to vote, sent to his or her address appearing

on the books of the Corporation or theretofore given by him or her to the Corporation for the purpose of notice, by presenting it to such stockholder personally, by leaving it at the stockholder's residence or usual place of business or by any other means permitted by Nevada law. If mailed, such notice shall be deemed to be given once deposited in the U.S. mail addressed to the stockholder at his or her post office address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. It shall be the duty of the secretary to give notice of each meeting of stockholders. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective to any stockholder at such address, unless a stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting. SECTION 2.6. ORGANIZATION OF STOCKHOLDER MEETINGS. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairperson of the meeting or, in the absence of such appointment or the absence of the appointed individual, by one of the following officers present at the meeting in the following order: the chairman of the board, if there be one, the president, the vice presidents (in their order of seniority), the secretary, or, in the absence of such officers, a chairperson chosen by the stockholders by the vote of holders of shares of beneficial interest representing a majority of the votes cast on such appointment by stockholders present in person or represented by proxy. The secretary, an assistant secretary or a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairperson of the meeting shall act as secretary of the meeting and record the minutes of the meeting. If the secretary presides as chairperson at a meeting of stockholders, then the secretary shall not also act as secretary of the meeting and record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairperson, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Without limiting the generality of the powers of the chairperson of the meeting pursuant to the foregoing provisions, the chairperson may adjourn any meeting of stockholders for any reason deemed necessary by the chairperson, including, without limitation, if: (i) no quorum is

present for the transaction of the business; (ii) the Board of Directors or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information that the Board of Directors or the chairperson of the meeting determines has not been made sufficiently or timely available to stockholders; or (iii) the Board of Directors or the chairperson of the meeting determines that adjournment is otherwise in the best interests of the Corporation. Unless otherwise determined by the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the general rules of parliamentary procedure or any otherwise established rules of order. 7. SECTION 2.7. QUORUM . The presence, in person or by proxy, of Stockholders holding a majority of the holders of shares of the capital stock of the corporation Company issued and outstanding and holding of majority of the voting power entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Stockholders. In case stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting , a majority in interest of the Stockholders entitled to vote thereat present in person or by proxy, of the stockholders or if the voting power necessary to approve a matter for which the meeting has been noticed has not voted in favor of such matter, the Chairman, Chief Executive Officer, President or a majority of the Board of Directors shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to shall be present . At any such adjourned meeting at which the requisite amount of stock entitled to vote be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those Stockholders entitled to vote at the meeting shall be entitled to vote at any adjournment or adjournments thereof. a quorum shall be present or represented or until the voting power necessary to approve the matter for which the meeting has been noticed has been voted in favor of such matter. SECTION 2.8. ADJOURNMENT. When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice may not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting , if required, shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 2.5. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. SECTION 2.9. VOTING. Except as otherwise provided in the Articles of Incorporation or provisions of these Bylaws or mandated by applicable law, and subject to the provisions of any class or series of shares of capital stock hereafter authorized and then outstanding, at a meeting of stockholders of the Corporation duly called and at which a quorum is present, with respect to any matter submitted by the Board of Directors to stockholders of the Corporation for approval or otherwise voted upon by stockholders of the Corporation, a majority of all the votes cast shall be required to approve the matter. Subject to the provisions of any class or series of capital stock hereafter authorized and then outstanding, on any matter submitted to a vote of stockholders of the Corporation, all shares of capital stock then entitled to vote shall, except as otherwise provided in the Articles of Incorporation or provisions of these Bylaws, be voted in the aggregate as a single class without regard to class or series of shares, except that if the Board of Directors has determined that the matter affects only the interests of one or more

series or classes of shares of capital stock, only stockholders of such series or classes shall be entitled to vote thereon. Upon the demand of any common stockholder or member of the Board

of Directors , the vote for Directors and the vote upon any question before the meeting shall be by ballot. 8 SECTION 2.10 . PROXIES . At any Stockholders’ meeting or any adjournment thereof, any Stockholder of record having the right and entitled to vote thereat ; INSPECTORS OF ELECTION. At any meeting of the stockholders any stockholder may be represented and vote by a proxy appointed in or proxies appointed by an instrument . No such proxy shall be voted after three years from the date of the instrument unless the instrument provides for a longer period in writing . In the event that any such instrument provides for in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or , if only one is (1) shall be present, then that one , (1) shall have and may exercise all of the powers conferred by the such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by three (3) inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting. 9. STOCKHOLDER LIST . After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all its Stockholders who are entitled to notice of a Stockholders’ meeting. Such list shall be arranged by voting group with the names and addresses of , and the number class and series if any, of shares held by each . This list shall be available for inspection by any Stockholder for a period of ten days prior to the meeting. ARTICLE III – DIRECTORS 1. BOARD OF DIRECTORS . The business of the corporation shall be managed and its corporate powers exercised by a Board each of whom shall be of full age. It shall not be necessary for Directors to be Stockholders. The number of Director(s) shall be determined by the Stockholders at their annual meeting. There shall be no less than one (1) director and no more than fifteen (15) directors. The inspectors of election shall: (a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) Receive votes, ballots, or consents; (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) Count and tabulate all votes or consents; (e) Determine when the polls shall close; (f) Determine the results; and (g) Do any other acts that may be proper to conduct the election or vote with fairness to all stockholders. SECTION 2 . 11 . ACTION BY WRITTEN CONSENT . Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting

power to authorize such action in which case such greater proportion of written consents shall be required. SECTION 2.12. WAIVER OF NOTICE. The transaction of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote , who was not present in person or by proxy, signs a written waiver of notice or a consent to

a holding of the meeting, or an approval of the minutes. The waiver of notice of consent need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting. SECTION 2.13. RECORD DATES. (a) Meetings. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders of record who are entitled to notice of any meeting of stockholders and to vote at such meeting and any adjournment thereof . If no date is fixed for the determination of the stockholders entitled to vote at any meeting of stockholders, only persons in whose names shares entitled to vote are recorded on the stock records of the Corporation on the later of (a) the close of business on the day on which notice of such meeting of stockholders is first mailed by the Corporation or (b) the thirtieth (30th) day before the date of such meeting shall be entitled to vote at such meeting. (b) Other Purposes. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to receive payment of any such dividend, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as above. ARTICLE III DIRECTORS SECTION 3.1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by the Board of Directors. SECTION 3.2. NUMBER . The number of Directors may be increased or decreased only by the Board of Directors, subject to the express voting powers of any class or series of capital stock hereafter authorized and then outstanding; provided, however, that the number of Directors shall in no event be less than one. 2. ELECTION AND TERM OF DIRECTORS . SECTION 3.3. TENURE AND QUALIFICATION. All Directors shall be elected to hold office for one - year terms expiring at the next annual meeting of stockholders

and each Director elected shall hold office following his or her election and until his or her successor has shall have been duly elected and qualified , or until the Director’s prior resignation or removal . Members of the Board of Directors need not be residents of the state of Nevada or stockholders of the Corporation . 3. VACANCIES . If the office of any Director, member of a committee or other office becomes vacant the remaining Directors in office, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until a successor shall be duly chosen. 4. REMOVAL OF DIRECTORS . Any or all of the Directors may be removed with or without cause by a vote of a majority of all the stock outstanding and entitled to vote at a special meeting of Stockholders called for that purpose. 5. NEWLY CREATED DIRECTORSHIPS . The number of Directors may be increased by amendment of these Bylaws by the affirmative vote of a majority of the Directors , though less than a quorum, or, by the affirmative vote of a majority in interest of the Stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional Directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify. 6. RESIGNATION . A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective . SECTION 3.4. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders, no notice other than this Bylaw being necessary. The time and place of the annual meeting of the Board of Directors may be changed by the Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada , for the holding of regular meetings of the Directors without other notice than such resolution. If any such regular meeting is not so provided for, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors . SECTION 3.5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the Chairman, the President or by any two (2) members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada , as the place for holding any special meeting of the Board of Directors called by them. Notice of any special meeting shall be given by written notice delivered personally or by electronic mail, telephoned, facsimile transmitted, overnight couriered (with proof of delivery) or mailed to each Director at his or her business or residence address. Personally delivered, telephoned, facsimile transmitted or electronically mailed notices shall be given at least twenty - four (24) hours prior to the meeting. Notice by mail shall be deposited in the U.S. mail at least seventy - two (72) hours prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail properly addressed, with postage thereon prepaid. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the Director. Telephone notice shall be deemed given when the Director is personally given such notice in a telephone call to which he is a party. Facsimile transmission notice shall be deemed given upon completion of the transmission of the message to the number given to the Corporation by the Director and receipt of a completed answer back indicating receipt. If sent by overnight courier, such notice shall be deemed given when delivered to the courier. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws. SECTION 3.6. ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to the absent members of the Board of Directors if the time and place be fixed at the meeting adjourned and unless the meeting is adjourned for more than twenty - four (24) hours, in which case notice of the time and place shall be given before the time

of the adjourned meeting, in the manner specified in Section 3.5, to the members of the Board of Directors who were not present at the time of the adjournment. SECTION 3.7. VALIDITY OF TRANSACTIONS. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the members of the Board of Directors not present

signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 7. SECTION 3.8. QUORUM OF D1RECTORS . A majority of the Directors then in office shall constitute a quorum for the transaction of business . If at any meeting of the Board there shall be of Directors, provided that, if less than a quorum majority of the Directors then in office are present at a meeting , a majority of those the Directors present may adjourn the meeting until a quorum is obtained and no further notice thereof need be given other than by announcement from time to time without further notice, and provided further that if, pursuant to the Articles of Incorporation, these Bylaws or a resolution of the Board of Directors, the vote of a particular group or committee of the Board of Directors is required for action, a quorum for that action shall be a majority of the Directors then in office that comprise such group or committee. The Directors present at a meeting of the Board of Directors which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of such number of Directors as would otherwise result in less than a quorum then being present at the meeting which shall be so adjourned . 8. PLACE AND TIME OF BOARD MEETINGS . The Board may hold its meetings at the office of the corporation or at such other places either within or without the State of Nevada as it may from time to time determine. There shall be semi - annual meetings of the Board of Directors to conduct a review of the business and policies of the corporation and to conduct any business that may be brought forward. SECTION 3.9. VOTING. The action of the majority of the Directors present at a meeting at which a quorum is or was present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by specific provision of an applicable statute, the Articles of Incorporation or these Bylaws. If enough Directors have withdrawn from a meeting to leave fewer than are required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of Directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Articles of Incorporation or these Bylaws. SECTION 3.10. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. Such meeting shall be deemed to have been held at a place designated by the Board of Directors at the meeting. SECTION 3.11. WRITTEN CONSENT. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a majority of the Directors shall individually or collectively consent in writing or by electronic transmission to such action, unless the concurrence of a greater proportion is required for such action by a specific provision of an applicable statute, the Articles of Incorporation or these Bylaws, in which case, such greater proportion of Directors shall be required to consent in writing or by electronic transmission to such action. Such written or electronic consent or consents shall be filed with the records of the Corporation and shall have the same force and effect as the affirmative vote of such Directors at a duly held meeting of the Directors at which a quorum was present.

each annual, regular or special meeting of the Board of Directors or of any committee thereof; and for their expenses, if any, in connection with each property visit and any other service or activity performed or engaged in as Directors. The Directors shall be entitled to receive remuneration for services rendered to the Corporation in any other capacity, and such services may include, without limitation, services as an officer of the Corporation, services as an employee, legal, accounting or other professional services, or services as a broker, transfer agent or underwriter, whether performed by a Director or any person affiliated with a Director. SECTION 3.13. RELIANCE. Each member of the Board of Directors, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation or by the accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether any such accountant, appraiser or other expert or consultant may also be a member of the Board of Directors. SECTION 3.14. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. A Director shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any Director or officer, employee or agent of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar or in addition to those of or relating to the Corporation.

5. VICE PRESIDENTS . During the absence or disability of the President, the Vice - President, or if there be more than one, the executive Vice - President, shall have all the powers and functions of the President. Each Vice - President shall perform such other duties as the Board shall prescribe. 6. SECRETARY . The Secretary shall attend all m A e e R ti n T g I s C of L t h E e B I o V ar d and of the Stockholders, record all votes and minutes of all proceedings in a book to kept for that purpose, give or cause to be given notice of all meetings of Stockholders and of meetings and special meetings of the Board, keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the Board. or the President, when required, prepare or cause to be prepared and available at each meeting of Stockholders a certified list in alphabetical order of the names of Stockholders entitled to vote thereat, indicating the number of shares of each respective class held by each, keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner, and perform such other duties as may be prescribed by the Board or assigned by the President. 7. ASSISTANT SECRETARIES . During the absence or disability of the Secretary, the Assistant - Secretary, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary. 8. TREASURER AND CHIEF FINANCIAL OFFICER. The Treasurer shall be the Chief Financial Officer (“CFO”) and shall have the custody of the corporate funds and securities, keep full and accurate accounts of receipts and disbursements in the corporate books, deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board, disburse the funds of the corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements, render to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all the transactions made as Treasurer and of the financial condition of the corporation. The Treasurer shall also render a full financial report at the annual meeting of the Stockholders if so requested. The Treasurer may request and shall be furnished by all corporate officers and agents with such reports and statements as he may require as to all financial transactions of the corporation, and perform such other duties as are designated by these Bylaws or as from time to time are assigned by the Board. 9. ASSISTANT TREASURERS . During the absence or disability of the Treasurer, the Assistant Treasurer, or if there be more than one, the one so designated by the Treasurer or the Board, shall have all the powers and functions of the Treasurer. 10. SURETIES AND BONDS . In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of duties to the corporation and including responsibility for negligence and for the accounting of all property, funds or securities of the corporation which the officer or agent may be responsible for. ARTICLE V - CERTIFICATES FOR SHARES 1. CERTIFICATES . The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name, the number of shares and shall be signed by the President and Secretary and shall bear the corporate seal. When such certificates are signed by the transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and a registrar, the signatures of such officers may be facsimiles. 2. LOST OR DESTROYED CERTIFICATES . The Board may direct a new certificate or certificates to be issued in place of any certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion as a condition preceding the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner’s legal representative, to 9. REGULAR ANNUAL MEETING. A regular meeting of the Board shall be held immediately following the annual meeting of the Stockholders at the place of such annual meeting of Stockholders. 10. CONDUCT OF BUSINESS WITHOUT MEETINGS . Any action of the Directors or committees may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and filed with the Secretary of the corporation as part of the proceedings of the Directors or committees as the case may be. 11. NOTICE OF MEETINGS OF THE BOARD . Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days’ notice to each Director either personally or by mail or by wire or by facsimile; special meetings shall be called by the President or by the Secretary in a like manner on written request by two Directors. Notice of a meeting need not be given to any Director who submits a Waiver of Notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. 12. EXECUTIVE AND OTHER COMMITTEES . The Board, by resolution, may designate two or more of their number to one or more committees, which, to the extent provided in said resolution or these Bylaws may exercise the powers of the Board in the management of the business of the corporation. 13. COMPENSATION . Directors, as such may receive, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board of Directors. ARTICLE IV - OFFICERS 1. OFFICERS. ELECTION AND TERM . 1. The Board may elect or appoint a Chairman, a President, one or more Vice - Presidents, a Secretary, an Assistant Secretary, a Treasurer and an Assistant Treasurer and such other officers as it may determine who shall have duties and powers as hereinafter provided. 2. All officers shall be elected or appointed to hold office until the meeting of the Board following the next annual meeting of Stockholders and until their successors have been elected or appointed and qualified. 2. REMOVAL. RESIGNATION. SALARY. ETC . 1. Any officer elected or appointed by the Board may be removed by the Board with or without cause. 2. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. 3. Any two or more offices may be held by the same person. 4. The salaries of all officers shall be fixed by the Board. 5. The Directors may require any officer to give security for the faithful performance of her duties. 3. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER . The Chairman of the Board may or may not be the Chief Executive Officer (“CEO”) and shall have general and active overall management of the business and affairs of the corporation subject to the consent and directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors . 4. PRESIDENT AND CHIEF OPERATING OFFICER . The President shall be the Chief Operating Officer (“COO”) shall have general and active management of the daily operational aspects of the business and affairs of the corporation. He shall act in behalf of the Chairman of the Board when requested to do so by the Chairman. Except as the Board shall authorize the execution thereof in some other manner, the President shall execute bonds, mortgages and other contracts in behalf of the corporation and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

COMMITTEES OF DIRECTORS SECTION 4.1. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one (1) or more of their number to one or more committees which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. SECTION 4.2. MEETING AUTHORITY. Meetings and actions of a committee shall be governed by, and held and taken in accordance with, the provisions of Article III with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V OFFICERS SECTION 5.1. GENERAL PROVISIONS. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Secretary and a Treasurer. In addition, the Board of Directors may from time to time elect such other officers with such titles, powers and duties as set forth herein or as the Board of Directors shall deem necessary or desirable, including a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. The officers of the Corporation shall be elected annually by the Board of Directors. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, resignation or removal in the manner hereinafter provided. Any two (2) or more offices, except that of President and Vice president, may be held by the same person. In their discretion, the Board of Directors may leave unfilled any office, except there must be at least one President, Treasurer and Secretary. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent. SECTION 5.2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed , with or without cause , by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors , the President or the Secretary . Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation. SECTION 5.3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term. SECTION 5.4. PRESIDENT. Except as the Board of Directors may otherwise provide, the President shall have the duties usually vested in a president. The President shall have such other duties as may be assigned to the President by the Board of Directors from time to time. The President may execute any deed, mortgage, bond, lease, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed. In the absence of a Chief Executive Officer, the President shall also be the Chief Executive Officer. SECTION 5.5. CHIEF OPERATING OFFICER. If elected, except as the Board of Directors may otherwise provide, the Chief Operating Officer shall have the duties usually vested in a chief operating officer. The Chief Operating Officer shall have such other duties as may be assigned to the Chief Operating Officer by the President or the Board of Directors from time to time.

SECTION 5.6. CHIEF FINANCIAL OFFICER. If elected, except as the Board of Directors may otherwise provide, the Chief Financial Officer shall have the duties usually vested in a chief financial officer. The Chief Financial Officer shall have such other duties as may be assigned to the Chief Financial Officer by the President or the Board of Directors from time to time. In the absence of a Chief Financial Officer, the Treasurer shall also be the Chief Executive Officer. SECTION 5.7. VICE PRESIDENTS. In the absence or disability of the President, the Vice President, if any (or if there is more than one, the Vice Presidents in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the President. The Vice President(s) shall have such other duties as may be assigned to such vice president by the President or the Board of Directors from time to time. The Board of Directors may designate one or more Vice Presidents as Executive Vice President, Senior Vice President or Vice Presidents for particular areas of responsibility. SECTION 5.8. SECRETARY. Except as the Board of Directors may otherwise provide, the Secretary (or his or her designee) shall: (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Corporation records and of the seal of the Corporation, if any; and (d) maintain a share register, showing the ownership and transfers of ownership of all shares of beneficial interest of the Corporation, unless a transfer agent is employed to maintain and does maintain such a stock register. The Secretary shall have such other duties as may be assigned to the Secretary by the President or the Board of Directors from time to time. SECTION 5.9. TREASURER. Except as the Board of Directors may otherwise provide, the Treasurer shall: (a) have general charge of the financial affairs of the Corporation; (b) have or oversee the custody of the funds, securities and other valuable documents of the Corporation; (c) maintain or oversee the maintenance of proper financial books and records of the Corporation; and (d) have the duties usually vested in a treasurer. The Treasurer shall have such other duties as may be assigned to the Treasurer by the President or the Board of Directors from time to time. SECTION 5.10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the president or the Board of Directors from time to time. ARTICLE VI CERTIFICATES OF STOCK SECTION 6.1. CERTIFICATION. The Board of Directors may authorize the issuance of uncertificated shares pursuant to Nevada Revised Statutes Section 78.235(4). Absent such authorization by the Board of Directors, every stockholder shall be entitled to have a certificate signed by the President and the Secretary, certifying the number of shares owned by

advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. him, her or it in the Corporation. If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) class or series of any class, the designations, preferences and relative participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such stock. SECTION 6.2. REPLACED CERTIFICATES. Any officer designated by the Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. 3. TRANSFER OF SHARES SECTION 6.3. CERTIFICATE SURRENDER . Upon surrender to the corporation Corporation or the transfer agent of the corporation Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, and cancel the old certificate ; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. Whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer ledger. No transfer shall be made within ten days next preceding the annual meeting of the Stockholders. and record the transaction upon its books. SECTION 6.4. CORPORATE REGISTRAR. The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada. 4. CLOSING TRANSFER BOOKS . The Board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding 1. any Stockholder’s meeting, or 2. any date upon which Stockholders shall be called upon to have a right to take action without a meeting, or 3. any date fixed for the payment of a dividend or any other form of distribution, and only those Stockholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of 1. receiving notice of or voting at such meeting or 4.3.2. allowing them to take appropriate action, or 4.3.3. entitling them to receive any dividend or other form of distribution. ARTICLE VI - DIVIDENDS VII The Board may out of funds legally available, at any regular or special meeting declare dividends upon the capital stock of the corporation as and RECORDS AND REPORTS

SECTION 7.1. STOCK LEDGER. The Corporation shall either maintain at its principal office a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder, or in lieu thereof maintain at its principal office a statement setting out the name of the custodian of the stock ledger. SECTION 7.2. ACCOUNTING BOOKS AND RECORDS. The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors. The minutes, accounting books, and the records shall be kept either in written form or in any other form capable of being converted into written form.

Subject to the applicable provisions of the NRS, the minutes and accounting books and records shall be open to inspection by the stockholders. SECTION 7.3. INSPECTION. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind, and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. ARTICLE VIII GENERAL PROVISIONS when it deems expedient. Before declaring SECTION 8.1. DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation. Before payment of any dividend , there may be set apart aside out of any funds of the corporation Corporation available for dividends , such sum or sums as the Board Directors from time to time , in their absolute discretion , deem proper for working capital or as a reserve fund or reserves to meet contingencies , or for equalizing dividends or for repairing or maintaining any property of the Corporation or for such other purposes purpose as the Board Directors shall deem conducive to the interest of the corporation interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created . 1ARTICLE VII - CORPORATE SEAL The seal of the corporation shall bear the name of the corporation, the year of its organization and the words “CORPORATE SEAL, Nevada” or “OFFICIAL CORPORATE SEAL, Nevada”. The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be facsimile, engraved or printed. SECTION 8 . 2 . FISCAL YEAR . The fiscal year of the Corporation shall be the twelve ( 12 ) months ended April 30 , unless otherwise fixed by a resolution of the Board of Directors . SECTION 8.3. SEAL. The Corporation may adopt a corporate seal and have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Nevada.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the signature of the person authorized to execute the document on behalf of the Corporation. SECTION 8.4. ELECTRONIC SIGNATURE. Any action taken by the Board of Directors, the stockholders of the Corporation or the individual Directors, officers, employees or other agents of the Corporation, which requires a written signature, shall be deemed valid and binding if made by means of electronic signature. For purposes of these Bylaws, “electronic signature” means any electronic sound, symbol or process attached to or logically associated with

a record and executed and adopted by a person with the intent to sign such record, including facsimile or email electronic signatures. SECTION 8.5. AUTHORITY. The Chairman of the Board of Directors, the President or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the

Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by the Chairman or the President. SECTION 8.6. CONSTRUCTION. Whenever a conflict arises between the language of these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall govern. ARTICLE VIII - SECTION 8.7. EXECUTION OF INSTRUMENTS . All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board of Directors may from time to time designate. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation Company shall be signed by such officer or officers, agent or agents of the corporation Company and in such manner as shall be determined from time to time by resolution of the Board of Directors . SECTION 8.8. SUBSIDIARY CORPORATIONS. Shares of the Corporation owned by a subsidiary shall not be entitled to vote on any matter. For the purpose of this section, a subsidiary of the Corporation as defined the NRS is defined as another corporation of which shares thereof possessing more than 25% of the voting power are owned directly or indirectly through one or more other corporations of which the Corporation owns, directly or indirectly, more than 50% of the voting power. ARTICLE IX - FISCAL YEAR The fiscal year shall begin on the 1 st day of May of each year and end on the 30 th day of April of each year.. ARTICLE X - NOTICE AND WAIVER OF NOTICE 1. SUFFICIENCY OF NOTICE . Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a United States Postal Service post office mail collecting container in a sealed postage - paid wrapper, addressed to the person entitled thereto at the last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute. 2. SECTION 8.9. WAIVERS . Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the corporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. SECTION 8.10. RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholder's derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a member of the Board of Directors, officer or stockholder, non - disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders and, if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon

the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction. ARTICLE XI - CONSTRUCTION Whenever a conflict arises between the language of these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall govern. ARTICLE XII - IX AMENDMENTS SECTION 9.1. AMENDMENT BY BOARD OF DIRECTORS. Except for any change for which these Bylaws require approval by more than a majority vote of the Board

1. These of Directors, these Bylaws may be altered amended or repealed at any annual meeting of the Stockholders or at any special meeting thereof if notice of the proposed alteration or repeal to made is contained in the notice of such special meeting, by the affirmative vote or new or additional Bylaws may be adopted only by the vote or written consent of a majority of the stock issued and outstanding and entitled to vote thereat Board of Directors as specified in Article III . 2. These Bylaws may amended or repealed by the affirmative vote of a majority of the Board except the Board may not amend or repeal any Bylaw which expressly provides that the Board may not amend or repeal that Bylaw provision. ARTICLE XIII - EMERGENCY BYLAWS 1. CONDUCT OF BUSINESS WITHOUT MEETINGS . Pursuant to Nevada Statues the corporation adopts the following By - laws, which shall be effective only if a quorum of the Directors of the corporation cannot be readily assembled because of some catastrophic event. 2. CALLING A MEETING . In the event of such catastrophic event, any member of the Board shall be authorized to call a meeting of the Board . Such member calling an emergency meeting shall use any means of communication at their disposal to notify all other members of the Board of such meeting. 3. QUORUM . Anyone member of the Board shall constitute a quorum of the Board. The members of the Board meeting during such an emergency may select any person or persons as additional Board members, officers or agents of the corporation. 4. INDEMNIFICATION . The members of such emergency Board are authorized to utilize any means at their disposal to preserve and protect the assets of the corporation. Any action taken in good faith and acted upon in accordance with these Bylaws shall bind the corporation; and the corporation shall hold harmless any Director, officer, employee or agent who undertakes an action pursuant to these Bylaws. 5. TERMINATION OF EMERGENCY BYLAWS . These emergency Bylaws shall not be effective at the end of the emergency period. ARTICLE XIV – MISCELLANEOUS X EXCLUSIVE FORUM FOR CERTAIN DISPUTES SECTION 10.1. EXCLUSIVE FORUM. The courts of the State of Nevada shall be the sole and exclusive forum for: (1) any derivative action or proceeding brought on behalf of the Corporation; (2) any action asserting a claim of breach of a duty owed by any Director, officer, manager, agent or employee of the Corporation to the Corporation or the stockholders; (3) any action asserting a claim against the Corporation or any Director, officer, agent or employee of the Corporation arising pursuant to Nevada law or the Articles of Incorporation or these Bylaws, including any disputes, claims or controversies brought by or on behalf of any stockholder (which, for purposes of this Article X, shall mean any stockholder of record or any beneficial owner of any class or series of shares of capital stock of the Corporation, or any former holder of record or beneficial owner of any class or series of shares capital stock of the Corporation), either on his, her or its own behalf, on behalf of the Corporation or on behalf of any series or class of shares of capital stock of the Corporation or stockholders against the Corporation or any Director, officer, agent or employee of the Corporation, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of the Articles of Incorporation or these Bylaws, including this Article X; or (4) any action asserting a claim against the Corporation or any Director, officer, agent or employee of the Corporation governed by the internal affairs doctrine of the State of Nevada. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of beneficial interest of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. This choice of forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other claim for which federal courts have exclusive jurisdiction. * * * * * 1 . REPRESENTATION OF SHARES IN OTHER CORPORATIONS . Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary .

2. SUBSIDIARY CORPORATIONS . Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries. 3. INDEMNITY . Subject to applicable law, the corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Exhibit 4.1

SENSASURE TECHNOLOGIES INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
CLASS A CONVERTIBLE PREFERRED STOCK

The undersigned, James Hiza, does hereby certify that:

1. He is the Chief Executive Officer, of SENSASURE TECHNOLOGIES INC., a Nevada corporation (the “Corporation”).

2. The Corporation is authorized to issue from time to time in one or more series or classes up to one hundred and fifty million (150,000,000) shares of preferred stock, $0.01 par value per share (“Preferred Stock”).

3. The Corporation, pursuant to authority expressly granted and vested in the Board of Directors of the Corporation by the provisions of the Corporation’s Amended and Restated Articles of Incorporation, through the Board of Directors, adopted the following resolution on April 5, 2024: (i) designating a class of Preferred Stock, known as the Class A Convertible Preferred Stock (the “Class A Preferred Stock”) and authorizing the issuance of up to two thousand (2,000) shares of Class A Preferred Stock; and (ii) setting the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption thereof:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by the Corporation’s Amended and Restated Articles of Incorporation, a class of preferred stock of the Corporation be, and it hereby is, designated out of the one hundred and fifty million (150,000,000) shares of preferred stock, $0.01 par value per share, of the Corporation, which shall have the following preferences, rights, powers, designations and other terms:

I. Number and Designation. This class shall consist of two thousand (2,000) shares of preferred stock, par value $0.01, of the Corporation that shall be designated as the Class A Convertible Preferred Stock (the “Class A Preferred Stock”). The number of authorized shares of Class A Preferred Stock may be reduced to the extent any shares are not issued and outstanding by further resolution duly adopted by the Board of Directors and by filing amendments to the Certificate of Designation pursuant to the provisions of the Nevada Revised Statutes stating that such reduction has been so authorized, but the number of authorized shares of the Class A Preferred Stock shall not be increased except pursuant to majority vote of the holders of shares of Class A Preferred Stock.

II. Dividends. When and as any dividend or distribution is declared or paid by the Corporation on common stock, par value $0.01 per share (“Common Stock”), whether payable in cash, property, securities or rights to acquire securities, the holders of the Class A Preferred Stock will be entitled to participate with the holders of shares of Common Stock in such dividend or distribution as set forth in this Article II. At the time such dividend or distribution is payable to the holders of shares of Common Stock, the Corporation will pay to each holder of shares of Class A Preferred Stock such holder’s share of such dividend or distribution equal to the amount of the dividend or distribution per share of Common Stock payable at such time multiplied by the number of shares of Common Stock the shares of Class A Preferred Stock held by such holder are convertible into.

III. Voting Rights.

A. Subject to the provision for adjustment hereinafter set forth, each share of Class A Preferred Stock outstanding shall entitle the holder thereof to 100,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time on or after the date that Class A Preferred Stock has been issued (“Distribution Date”) declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Class A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

B. Except as otherwise provided herein, in the Articles of Incorporation, in any other Certificate of Designations creating a class or series of preferred stock, or by law, the holders of shares of Class A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

C. In addition to any other rights provided by law, so long as any shares of Class A Preferred Stock are outstanding, the Corporation, without first obtaining the affirmative vote or written consent of the holders of not less than a majority of such outstanding shares of Class A Preferred Stock, will not amend or repeal any provision of, or add any provision to, the Articles of Incorporation or Bylaws if such action would materially adversely affect the voting rights of, or the other rights, preferences or restrictions provided for the benefit of, the shares of Class A Preferred Stock.

D. Except as set forth herein, holders of shares of Class A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock as set forth herein) for taking any corporate action.

IV. Conversion. The holders of shares of the Class A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

A. Right to Convert. Subject to Section 4(d) below, each share of Class A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into one (1) share of fully paid and non-assessable Common Stock (the “Conversion Rate”).

B. Mechanics of Conversion. Before any holder of Class A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Class A Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled set forth in this Section 4.

Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Class A Preferred Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Class A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Class A Preferred Stock shall not be deemed to have converted such Class A Preferred Stock until immediately prior to the closing of such sale of securities.

C. Split, Subdivision and Distribution Adjustments. In the event the Corporation should at any time or from time to time after the Distribution Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of shares of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the applicable Conversion Rate of the Class A Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of Class A Preferred Stock shall be increased in proportion to such increase of the aggregate number of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

D. Combination Adjustments. If the number of shares of Common Stock outstanding at any time after the Distribution Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Rate for the Class A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such class shall be decreased in proportion to such decrease in outstanding shares.

E. Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4) provision shall be made so that the holders of shares of the Class A Preferred Stock shall thereafter be entitled to receive upon conversion of the Class A Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of the number of shares of Common Stock deliverable upon conversion of the Class A Preferred Stock would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of shares of the Class A Preferred Stock after the recapitalization to the end that the provisions of this Section 4.E. (including adjustment of the Conversion Rate then in effect and the number of shares issuable upon conversion of the Class A Preferred Stock) shall be applicable after that event.

F. No Impairment. The Corporation will not, by amendment of the Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of shares of Class A Preferred Stock against impairment.

G. Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Class A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Class A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Class A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Articles of Incorporation.

V. Liquidation.

A. Preferred Stock Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares of the Corporation’s preferred stock entitled, by reason of their ownership of preferred stock, to receive the preferential amount, prior and in preference to any distribution of any of the assets of the Corporation to the holders of shares of Class A Preferred Stock and Common Stock, shall be paid such preferential amount prior to any distribution of any assets of the Corporation to the holders of shares of Class A Preferred Stock and Common Stock.

B. Remaining Distribution. Upon the completion of the distribution required by Section 5.A., above, the remaining assets of the Corporation available for distribution to stockholders shall be distributed among the holders of shares of the Class A Preferred Stock, the preferred stock and the Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Class A Preferred Stock or preferred stock).

VI. Miscellaneous.

A. Registration of Transfer. The Corporation will keep at its principal office a register for the registration of Class A Preferred Stock. Upon the surrender of any certificate representing Class A Preferred Stock at such place, the Corporation will, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefore representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.

B. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Class A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, the Corporation will (at its expense) execute and deliver in lieu of such certificate a new certificate representing the number of shares represented by such lost, stolen, destroyed or mutilated certificate.

C. Priority. The Class A Preferred Stock shall be senior to the Corporation’s outstanding Common Stock referred to herein as “Junior Securities.” The Corporation may not hereafter issue any class of preferred stock that may be treated in pan passu or senior to the Class A Preferred Stock without the consent of the holders of a majority of the outstanding Class A Preferred Stock at the time.

D. Amendment and Waiver. No amendment, modification or waiver will be binding or effective with respect to any provision hereof without the prior approval of a majority of the outstanding shares of Class A Preferred Stock; provided notwithstanding Section 3.C. above that no such action will change or affect (a) the voting rights of the Class A Preferred Stock, or (b) the amount of cash, securities or other property receivable or to be received by the holders of the Class A Preferred Stock. An adjustment to the number of outstanding shares of Common Stock pursuant to a reverse stock split or forward stock split shall not be prohibited or restricted by this Section 6.D.

E. Generally Accepted Accounting Principles. When any accounting determination or calculation is required to be made, such determination or calculation (unless otherwise provided) will be made in accordance with generally accepted accounting principles, consistently applied, except that if because of a change in generally accepted accounting principles the Corporation would have to alter a previously utilized accounting method or policy in order to remain in compliance with generally accepted accounting principles, such determination or calculation will continue to be made in accordance with the Corporation’s previous accounting methods and policies unless the Corporation has obtained the prior written consent of the holders of a majority of the Class A Preferred Stock then outstanding.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 9^th day of May, 2024.

	By:
		/s/ James Hiza
		James Hiza
		President

[Signature Page to Class A Preferred Stock Certification of Designation]

Exhibit 4.2

SENSASURE TECHNOLOGIES INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
CLASS B CONVERTIBLE PREFERRED STOCK

The undersigned, James Hiza, does hereby certify that:

1. He is the Chief Executive Officer, of SENSASURE TECHNOLOGIES INC., a Nevada corporation (the “Corporation”).

3. The Corporation, pursuant to authority expressly granted and vested in the Board of Directors of the Corporation by the provisions of the Corporation’s Amended and Restated Articles of Incorporation, through the Board of Directors, adopted the following resolution on April 5, 2024: (i) designating a class of Preferred Stock, known as the Class B Convertible Preferred Stock (the “Class B Preferred Stock”) and authorizing the issuance of up to ten thousand (10,000) shares of Class B Preferred Stock; and (ii) setting the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption thereof:

TERMS OF THE CLASS B CONVERTIBLE 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.

“Alternate Consideration” shall have the meaning set forth in Section 7(c).

“Bankruptcy Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-K) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof, (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 6(d).

“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 5(c)(iv).

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 49% of the voting securities of the Corporation (other than by means of conversion or exercise of Class B Preferred Stock, (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 33% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 33% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Commission” or the “SEC” means the United States Securities and Exchange Commission.

“Common Stock” means the Corporation’s common stock, par value $0.01 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 Corporation 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 5(a).

“Conversion Price” shall have the meaning set forth in Section 5(b).

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Class B Preferred Stock in accordance with the terms hereof.

“Corporation Redemption” has the meaning set forth in Section 8.

“Corporation Redemption Price” has the meaning set forth in Section 8.

“Corporation Redemption. Payment Date” has the meaning set forth in Section 8.

“Corporation Redemption Notice” has the meaning set forth in Section 8.

“Designation, Amount and Par Value” The class of preferred stock shall be designated as Class B Convertible Preferred Stock (the “Class B Preferred Stock”) and the number of shares so designated shall be up to ten thousand (10,000) (which shall not be subject to increase without the written consent of all of the Holders). Each share of Class B Preferred Stock shall have a par value of $0.01 per share and a stated value of $1,200, subject to increase set forth in Section 3 and/or elsewhere in this Certificate of Designation.

“DTC” means the Depository Trust Company.

“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.

“Dividend” shall have the meaning set forth in Section 2.

“DWAC Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including without limitation transfer through DTC’s DWAC system, (b) the Corporation has been approved (without revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC, and (a) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.

“Eligible Markets” means the New York Stock Exchange, NYSE Amex (formerly known as the American Stock Exchange), Nasdaq Global Select Market, Nasdaq Global Market and Nasdaq Capital Market and such other exchanges.

“Event of Default” means the occurrence of any of the following events: (i) the suspension, cessation from trading or delisting of the Common Stock on the Trading Market for a period of two (2) consecutive trading days or more; (ii) the failure by the Corporation to timely comply with the reporting requirements of the Exchange Act; (iii) the failure for any reason by the Corporation to issue Dividends or Conversion Shares to the Holder within the required time periods; (iv) the Corporation breaches any representation, warranty, covenant or other term of condition contained in definitive agreements between the Corporation and the Holder; (v) the Corporation has a Bankruptcy Event or receivership or any money judgment writ, liquidation or a similar process is entered by or filed against the Corporation for more than $50,000 and remains unvacated, unbonded or unstayed for a period of twenty (20) calendar days; (vi) any cessation of operations by the Corporation or failure by the Corporation to maintain any assets, intellectual, personal or real property or other assets which are necessary to conduct its business (vii) the Corporation shall lose the “bid” price for the Common Stock on the Trading Market; or (viii) if at any time the Common Stock is no longer DWAC eligible.

“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 7(c).

“GAAP” means United States generally accepted accounting principles.

“Holders” means Holders of the Class B Preferred Stock.

“Indemnified Party” shall have the meaning set forth in Section 11(f).

“Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Corporation’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (c) the present value of any lease payments in excess of $10,000 due under leases required to be capitalized in accordance with GAAP.

“Junior Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior or pari passu to the Class B Preferred Stock in dividend rights or liquidation preference.

“Late Fees shall have the meaning set forth in Section 2(d).

“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 4.

“Losses” shall have the meaning set forth in Section 11(f).

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

“Notice of Conversion” shall have the meaning set forth in Section 5.

“Original Issue Date” means the date of the first issuance of the applicable shares of the Class B Preferred Stock to a Holder regardless of the number of transfers of any particular shares of Class B Preferred Stock and regardless of the number of certificates which may be issued to evidence such Class B Preferred Stock.

“Permitted Governmental Indebtedness” means Indebtedness for the purpose of supporting product sales by the Borrower.

“Permitted Indebtedness” means (i) Indebtedness of the Corporation set forth in Corporation’s most recent periodic report filed with the SEC by the Corporation on Form 10-Q or Form 10-K (the “SEC Reports”) provided none of such Indebtedness, has been increased, extended and/or otherwise changed), (ii) Indebtedness secured by Permitted Liens described in clauses “(iii)” of the definition of Permitted Liens, and (iv) Permitted Governmental Indebtedness.

“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, 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 Borrower 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, and (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 and (v) any Liens for Permitted Indebtedness set forth in (i) and (ii) of the definition of Permitted Indebtedness provided as to “(ii)” of Permitted Indebtedness such Liens were in existence and not amended, supplemented and/or modified since the original issuance date any such Indebtedness was incurred.

“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.

“Piggy-Back Registration” shall have the meaning set forth in Section 11(a).

“Premium Rate” shall have the meaning set forth in Section 8(a).

“Registration Statement” shall have the meaning set forth in Section 11(a).

“Regulation S-X” means Regulation S-X promulgated under the Securities Act and as interpreted by the SEC.

“Securities” means the Class B Preferred Stock and the Underlying 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 5(c)(i).

“Stated Value” shall mean $1,200, subject to increase set forth in Section 3 and/or elsewhere in this Certificate of Designation.

“Subsidiary” means any subsidiary of the Corporation as set forth on Exhibit 21.1 to the Corporation’s Registration Statement on Form S-4 initially filed on March 5, 2024 and declared effective by the SEC on April 10, 2024, and shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after such effective date.

“Successor Entity” shall have the meaning set forth in Section 3.

“Trading Day or Date” 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 (or any other common stock of any other Person that references the Trading Market for its common stock) is listed or quoted for trading on the date in question: The Nasdaq Global Market, The Nasdaq Global Select Market, The Nasdaq Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, or the OTCQX Marketplace, the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc. (or any successor to any of the foregoing).

“Transaction Documents” means this Certificate of Designation, all exhibits and schedules hereto and, in connection with a specific issuance of Series B Preferred Stock, any purchase agreement entered into in connection with such issuance and all exhibits and schedules thereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to such a purchase agreement.

“Transfer Agent” means VStock Transfer LLC with a mailing address of 18 Lafayette Place, Woodmere, New York, New York 11598 and any successor transfer agent of the Corporation.

“Triggering Event” shall have the meaning set forth in Section 10(a).

“Triggering Redemption Amount” means, for each share of Class B Preferred Stock, the sum of (a) 135% of the Stated Value and (b) all accrued but unpaid dividends thereon and (c) all liquidated damages, Late Fees and other costs, expenses or amounts due in respect of the Class B Preferred Stock including, but not limited to legal fees and expenses of legal counsel to the Holder in connection with, related to and/or arising out of a Triggering Event.

“Triggering Redemption Payment Date” shall have the meaning set forth in Section 10(b).

“Underlying Shares” means the shares of Common Stock issued and issuable upon conversion of the Class B Preferred Stock.

“VWAP” means, for or as of any date for the Common Stock, the dollar volume-weighted average price for the Common Stock on the Trading Market during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for the Common Stock 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 the Common Stock as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for the Common Stock on such date on any of the foregoing bases, the VWAP of the Common Stock on such date shall be the fair market value as mutually determined by the Corporation and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

Section 2. Dividends.

(a) Dividends in Cash or in Kind. Each share of Class B Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of ten percent (10%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Class B Preferred Stock at the discretion of the Corporation.

(b) Dividend Calculations. Subject to Section 3(a), dividends on the Class B Preferred Stock shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30) calendar day periods, and shall accrue and compound daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Dividends shall cease to accrue with respect to any Class B Preferred Stock redeemed or converted, provided that the Corporation actually delivers the Conversion Shares within the time period required by Section 6(c)(i) herein.

(c) Late Fees. Any dividends that are not paid a Dividend Payment Date shall continue to accrue and shall entail a late fee (“Late Fees”) which must be paid in cash, at the rate of 14% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the Dividend Payment Date through and including the date of actual payment in full.

(d) Other Securities. So long as any Class B Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities or pari passu securities other than any Class B Preferred Stock purchased to the terms of this Certificate of Designation. So long as any Class B Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution upon (other than a dividend or distribution described in Section 2 or dividends due and paid in the ordinary course on preferred stock of the Corporation at such times when the Corporation is in compliance with its payment and other obligations hereunder), nor shall any distribution be made in respect of, any Junior Securities pari passu securities as long as any dividends due on the Class B Preferred Stock remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or pari passu securities.

Section 3. Voting Rights. The Class B Preferred Stock will vote together with the Common Stock on an unconverted basis subject to the Beneficial Ownership Limitations. However, as long as any shares of Class B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Class B Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Class B Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Class B Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Class B Preferred Stock, (c) amend the Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Class B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Section 4. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Class B Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation 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 5. Conversion.

(a) Conversions at Option of Holder. Each share of Class B 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 5(d)) determined by dividing the Stated Value of such share of Class B Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation 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 Class B Preferred Stock to be converted, the number of shares of Class B Preferred Stock owned prior to the conversion at issue, the number of shares of Class B 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 facsimile or email such Notice of Conversion to the Corporation (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 Corporation 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 Class B Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Class B Preferred Stock to the Corporation unless all of the shares of Class B Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Class B Preferred Stock promptly following the Conversion Date at issue. Shares of Class B Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

(b) Conversion Price. The conversion price (the “Conversion Price”) for the Class B Preferred Stock shall be the amount equal to the lower of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately preceding the Original Issue Date and (2) 100% of the lowest VWAP of the Common Stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion Date. All such foregoing determinations will 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 measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages including, but not limited to, as a result of a Triggering Event pursuant to Section 10 hereof and the Holder shall have the right to pursue ail remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Following an Event of Default, the Conversion Price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling eighty percent (80%) of the lowest traded price for the Common Stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion Date.

(i) Delivery of Conversion Shares Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”) the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) the number of Conversion Shares being acquired upon the conversion of the Class B Preferred Stock, which Conversion Shares shall be free of restrictive legends and trading restrictions, and (B) a bank check in the amount of accrued and unpaid dividends (if the Corporation has elected or is required to pay accrued dividends in cash). The Corporation shall deliver the Conversion Shares electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

(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 Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Class B Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Conversion Notice.

(iii) Obligation Absolute: Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Class B 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 Corporation 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 Corporation 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 Corporation of any such action that die Corporation may have against such Holder. In the event a Holder shall elect to convert any or all of the Stated Value of its Class B Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Class B Preferred Stock of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Class B Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails to deliver to a Holder such Conversion Shares pursuant to Section 5 on the second Trading Day after the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of Class B Preferred Stock being converted, $100 per Trading Day (increasing to $150 per Trading Day on the third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. All liquidated damages shall be paid to the Holder not later than the fifth (5^th) Trading Day after notice is provided to the Corporation by the Holder stating that any such liquidated damages are due pursuant to this Section 5. Nothing herein shall limit a Holder’s right to pursue actual damages or declare a Triggering Event pursuant to Section 10 hereof for the Corporation’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(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 Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to Section 5, and if after such Share Delivery Date such Holder is required by its brokerage (Inn 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 Corporation 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 Class B Preferred Stock equal to the number of shares of Class B 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 Corporation had timely complied with its delivery requirements under Section 5. 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 Class B 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 Corporation shall be required to pay such Holder $1,000. The payment of all amounts due by the Corporation to the Holder shall be paid in cash no later than the fifth (5^th) Business Day after notice is provided by a Holder to the Corporation requesting the payment of any such liquidated damages. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, 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 Corporation’s failure to timely deliver the Conversion Shares upon conversion of the shares of Class B Preferred Stock as required pursuant to the terms hereof.

(v) Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the Required Minimum for the sole purpose of issuance upon conversion of the Class B Preferred Stock and payment of dividends on the Class B Preferred Stock, all as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Significant Purchasers, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth herein or in any purchase agreement) be issuable (taking into account the adjustments and restrictions of Section 7, but ignoring any Beneficial Ownership Limitations or other restrictions and/or limitations on conversions set forth herein or elsewhere) upon the conversion of the then outstanding shares of the Class B Preferred Stock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as a registration statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such registration statement. For purposes of this Certification of Designation, the term “Required Minimum shall be defined as the product of (i) 300%, multiplied by (ii) the quotient of (A)(x) all outstanding Stated Value of all issued and outstanding shares of the Class B Preferred Stock, (y) all unpaid dividends thereon (whether accrued or not), and (z) all fees and/or any costs and expenses relating to the Transaction Documents, including, but not limited to, Late Fees and liquidation damages, divided by (B) the Conversion Price on the Original Issue Date. The Required Minimum shall be increased from time to time to ensure appropriate coverage for Securities issued or issuable to Purchaser.

(vi) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Class B Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation 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 Class B 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 Corporation 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 Class B Preferred Stock and the Corporation 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 Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. In the event that the holder requests same-day processing for a Notice of Conversion, such Holder shall pay all Transfer Agent fees required for such same-day processing 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.

(d) Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Class B Preferred Stock, and a Holder shall not have the right to convert any portion of the Class B Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Class B Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Class B Preferred Stock beneficially owned by such Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Class B Preferred Stock or the Warrants) beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Class B Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Class B Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Class B Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates) and how many shares of the Class B Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any ease, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Class B Preferred Stock, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Class B Preferred Stock held by the applicable Holder.

Section 6. Intentionally Omitted.

Section 7. Certain Adjustments.

(a) Stock Dividends and Stock Splits. If the Corporation, at any time while this Class B Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions that is 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 Corporation upon conversion of, or payment of a dividend on, the Class B 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 Corporation, 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 Corporation) 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 7(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) Most Favored Nation Provision. From the date hereof until the date when the Holder no longer holds any Class B Preferred Stock, upon any issuance by the Corporation or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class B Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. The Corporation shall provide the Holder with notice of any such Subsequent Financing in the manner set forth below Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable to the investors than the terms provided for hereunder, then the Corporation shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing stock sale price, private placement price per share, and warrant coverage. For purposes of illustration, if a Subsequent Financing were to occur whereby the Corporation sells and issues a convertible note with a conversion price that includes a discount to the market price of its Common Stock, the Holder will be entitled to receive the same convertible note on the exact same terms on a dollar for dollar basis via the exchange of the Class B Preferred Stock the Holder holds on the date of the sale and issuance of the convertible note.

(c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder of will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Class B Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before 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 the Holder’s right to participate an any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d) Pro Rata Distributions. During such time as the Class B Preferred Stock is outstanding, if the Corporation shall declare or make 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 Class B 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 exercise of this Class B Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) 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 (provided, however to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(e) Fundamental Transaction.

(1) General. The Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity (as defined below) assumes in writing all of the obligations of the Corporation under this Certificate of Designation in accordance with the provisions of this Section 7(e) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for shares of Class B Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Class B Preferred Stock, including, without limitation, which is convertible into a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon conversion of the Class B Preferred Stock (without regard to any limitations on the conversion of the Class B 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 adjustments to the number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of the Class B Preferred Stock immediately prior to the consummation of such Fundamental Transaction) and (ii) if the Fundamental Transaction occurs within six (6) months of the Original Issue Date, the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Certificate of Designation referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as if such Successor Entity had been named as the Corporation herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion of the Class B Preferred Stock at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of common stock (or other securities, cash, assets or other property) issuable upon the conversion of the Class B Preferred Stock prior to the applicable Fundamental Transaction, such shares of publicly traded Common Stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had the Class B Preferred Stock been converted immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the conversion of the Class B Preferred Stock), as adjusted in accordance with the provisions of this Certificate of Designation. Notwithstanding the foregoing, and without limiting Section 5 hereof, the Holder may elect, at its sole option, by delivery of written notice to the Corporation to waive this Section 7(e) to permit the Fundamental Transaction without the assumption of the Class B Preferred Stock. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each 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 Corporation shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of the Class B Preferred Stock at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property) issuable upon the conversion of the Class B Preferred Stock prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had the Preferred Shares been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the conversion of the Class B Preferred Stock). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

(2) Black Scholes Value. Notwithstanding the foregoing and the provisions of Section 5 above, at the request of the Holder delivered at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the Corporation pursuant to a Current Report on Form 8-K filed with the SEC, the Corporation or the Successor Entity (as the case may be) shall purchase the Class B Preferred Stock from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes Value.

(3) Fundamental Transaction. If, at any time while any Class B Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, 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 Corporation 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 Corporation, 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 Corporation, 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 or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”) then, upon any subsequent conversion of the Class B 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, at the option of the Holder (without regard to any limitation in Section 6 on the conversion of the Class B Preferred Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, 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 into which each share of Class B Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6 on the conversion of the Class B 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 Corporation 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 the Series B Preferred Stock following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Corporation or any Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction, purchase the shares of Class B Preferred Stock from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unconverted shares of Class B Preferred Stock on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of the unconverted shares of Class B Preferred Stock remaining on the date of the Holder’s request pursuant to Section 7(e)(2) which value is calculated using the Black Scholes Option Pricing Model for a “call” or “put” option, as elected by the Holder, as obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest closing price of the Common Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to Section 7(e)(2) and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Conversion Price in effect on the date of the Holder’s request pursuant to Section 7(e)(2), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate as of the date of the Holder’s request pursuant to Section 7(c)(2) if such request is prior to the date of the consummation of the applicable Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the thirty (30) day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction, (B) the consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became aware of the applicable Fundamental Transaction. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation and any other Transaction Documents in accordance with the provisions of this Section 7(e) 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, deliver to the holder in exchange for the Class B Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Class B Preferred Stock which is convertible into a corresponding number of shares of capital stock or such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of the Class B Preferred Stock (without regard to any limitations on the conversion of the Class B 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 the Class B 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 Designation and any other Transaction Documents referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation and any other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

(f) Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100^th of a share, as the case may be For purposes of this Section 7, 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 Corporation) issued and outstanding.

(g) Notice to the Holders.

(i) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall promptly deliver to each Holder 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 Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation 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 Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (F) the Corporation shall take any action to effectuate a Corporation Redemption, or (G) a Triggering Event shall have occurred, then, in each cast, the Corporation shall cause to be tiled at each office or agency maintained for the purpose of conversion of this Class B Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified (unless a greater or lesser time period is expressly required elsewhere in this Certificate of Designation), 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 Corporation or any of the Subsidiaries, the Corporation 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 Class B 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 in this Certificate of Designation.

(h) Participation in Subsequent Financing.

(i) Upon a Subsequent Financing, a Holder of at least one hundred (100) shares of Class B Preferred Stock (each such Holder a “Significant Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

(ii) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Corporation shall deliver to each Significant Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Significant Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Significant Purchaser, and only upon a request by such Significant Purchaser, for a Subsequent Financing Notice, the Corporation shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Significant Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

(iii) Any Significant Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Corporation by not later than 5:30 p.m. (New York City time) on the fifth (5^th) Trading Day after all of the Significant Purchasers have received the Pre-Notice that such Significant Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Significant Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Corporation receives no such notice from a Significant Purchaser as of such fifth (5^th) Trading Day, such Significant Purchaser shall be deemed to have notified the Corporation that it does not elect to participate.

(iv) If by 5:30 p.m. (New York City time) on the fifth (5^th) Trading Day after all of the Significant Purchasers have received the Pre-Notice, notifications by the Significant Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Corporation may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

(v) if by 5:30 pan. (New York City time) on the fifth (5^th) Trading Day after all of the Significant Purchasers have received the Pre-Notice, the Corporation receives responses to a Subsequent Financing Notice from Significant Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Significant Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means, for each Holder, a fraction the numerator of which is the number shares of Class B Preferred Stock held by such Holder at the applicable time of determination and the denominator of which is the total number of Class B Preferred Stock outstanding at the applicable time of determination.

(vi) The Corporation must provide the Significant Purchasers with a second Subsequent Financing Notice, and the Significant Purchasers will again have the right of participation set forth above in this Section 7(h), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within ten (10) Trading Days after the date of the initial Subsequent Financing Notice.

(vii) The Corporation and each Significant Purchaser agree that if any Significant Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Significant Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Significant Purchaser. In addition, the Corporation and each Significant Purchaser agree that, in connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing shall include a requirement for the Corporation to issue a widely disseminated press release by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing.

(viii) Notwithstanding anything to the contrary in this Section 7(h) and unless otherwise agreed to by such Significant Purchaser, the Corporation shall either confirm in writing to such Significant Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Significant Purchaser will not be in possession of any material, non-public information, by the tenth (10^th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10^th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Significant Purchaser, such transaction shall be deemed to have been abandoned and such Significant Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Corporation or any of its Subsidiaries.

(ix) Notwithstanding the foregoing, this Section 7(h) shall not apply in respect of an Exempt Issuance.

Section 8. Corporation Redemption.

(a) The Corporation shall have the right to redeem (a “Corporation Redemption”), all (but not less than all), shares of the Class B Preferred Stock issued and outstanding at any time after the Original Issue Date, upon five (5) business days’ notice, at a redemption price per Class B Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the product of (i) the Premium Rate multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the Holder pursuant to this Certificate of Designation and/or any Transaction Document including, but not limited to Late Fees, liquidated damages and the legal fees and expenses of the Holder’s counsel relating to this Certification of Designation, any other Transaction Document and/or the transactions contemplated thereunder and/or hereunder. “Premium Rate” means (a) 1.15 if all of the Class B Preferred Stock is redeemed within ninety (90) calendar days from the issuance date thereof; (b) 1.2 if all of the Class B Preferred Stock is redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof; (c) 1.25 if all of the Class B Preferred Stock is redeemed after one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof.

(b) The Corporation may not deliver to a holder a Corporation Redemption Notice unless on or prior to the date of delivery of such Corporation Redemption Notice, the Corporation shall have segregated on the books and records of the Corporation an amount of cash sufficient to pay the Corporation Redemption Price for each share of Class B Preferred Stock then issued and duly. Any Corporation Redemption Notice delivered shall be irrevocable and shall be accompanied by a statement executed by Corporation duly authorized officer of the Corporation.

(c) The Corporation Redemption Price required to be paid by the Corporation to each Holder shall be paid in the cash to each Holder of shares of Class B Preferred Stock no later than five (5) calendar days from the date of mailing of the Corporation Redemption Notice (the “Corporation Redemption Payment Date”).

(d) Notwithstanding the delivery of a Corporation Redemption Notice, a Holder may convert some or all of its shares of Class B Preferred Stock until the date it receives in full Corporation Redemption Price, provided, however, that notwithstanding anything to the contrary provided herein or elsewhere (i) in the event a Holder would be precluded from converting any shares of Class B Preferred Stock, due to the limitation contained in Section 5, the Corporation Redemption Payment Date, for such Holder only, shall automatically be extended by one hundred twenty (120) days (or such shorter period as so provided to the Corporation by the Holder at any time and (ii) if a Mandatory Conversion has occurred prior to the Corporation Redemption Payment Date and for whatever reason including, but not limited to, the Beneficial Ownership Limitation, a Holder still owns Class B Preferred Stock, any such Holder may elect to extend the Corporation Redemption Payment Date as to any or all of such Holder’s Class B Preferred Stock for up to one hundred twenty (120) days following the Corporation Redemption Payment Date to allow such Holder to convert its remaining Class B Preferred Stock into Conversion Shares.

Section 9. Negative Covenants. From the date hereof until the date no shares of Class B Preferred Stock are issued and outstanding, unless Holders of at least 75% in Stated Value of the then outstanding shares of Class B Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

(a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(c) amend its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder;

(d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares;

(e) pay cash dividends or distributions on Junior Securities of the Corporation;

(f) enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval); or

(g) enter into any agreement with respect to any of the foregoing.

Section 10. Redemption Upon Triggering Events.

(a) “Triggering Event” means, wherever used herein any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) the Corporation shall fail to deliver Conversion Shares issuable upon a conversion hereunder that comply with the provisions hereof prior to the fifth (5^th) Trading Day after such shares are required to be delivered hereunder, or the Corporation shall provide written notice to any Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversion of any shares of Class B Preferred Stock in accordance with the terms hereof;

(ii) the Corporation shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-1n within five (5) Trading Days after notice therefor is delivered hereunder.

(iii) the Corporation shall fail to have available a sufficient number of authorized and unreserved shares of Common Stock to issue to such Holder upon a conversion hereunder;

(iv) unless specifically addressed elsewhere in this Certificate of Designation as a Triggering Event, the Corporation shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of, the applicable Transaction Documents and such failure or breach shall not, if subject to the possibility of a cure by the Corporation, have been cured within five (5) calendar days after the date on which written notice of such failure or breach shall have been delivered;

(v) the Corporation shall redeem Junior Securities or part passu securities;

(vi) the Corporation shall be party to a Change of Control Transaction;

(vii) there shall have occurred a Bankruptcy Event;

(viii) any monetary judgment, writ or similar final process shall be entered or filed against the Corporation, any subsidiary or any of their respective property or other assets for more than $50,000 (provided that amounts covered by the Corporation’s insurance policies are not counted toward this $50,000 threshold), and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of thirty (30) Trading Days;

(ix) the electronic transfer by the Corporation of shares of Common Stock through the Depository Trust Company or another established clearing corporation once established subsequent to the date of this Certificate of Designation is no longer available or is subject to a “freeze” and/or “chill”;

(x) the Corporation shall no longer be DWAC eligible; or

(xi) any Event of Default.

(b) Upon the occurrence of a Triggering Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable law) have the right, exercisable at the sole option of such Holder, to require the Corporation to (A) redeem all of the Class B Preferred Stock then held by such Holder for a redemption price, in cash, equal to the Triggering Redemption Amount, or (13) at the option of each Holder either (i) redeem all of the Class B Preferred Stock then held by such Holder though the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Triggering Redemption Amount, divided by (y) the lowest of (1) the Conversion Price, and (2) 80% of the lowest traded price of the Common Stock during the fifteen (15) Trading Days immediately prior to the date of election hereunder, and (ii) increase the dividend rate on all of the outstanding Class B Preferred Stock held by such Holder retroactively to the Original Issue Date to 18% per annum thereafter. The Triggering Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Triggering Redemption Payment Date”). If the Corporation fails to pay in full the Triggering Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Corporation will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing and compounding daily from such date until the Triggering Redemption Amount, plus all such interest thereon, is paid in full.

Section 11. Registration Rights.

(a) If at any time on or after the issuance date of the Class B Preferred Stock, there is no effective registration statement registering, or no current prospectus available for, the resale of the Conversion Shares by the Holder, and the Corporation proposes to file any Registration Statement with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Corporation for its own account or for shareholders of the Corporation for their account (or by the Corporation and by shareholders of the Corporation), other than a Registration Statement in connection with a merger or acquisition, then the Corporation shall (x) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holders the opportunity to register the sale of such number of Class B Preferred Stock as such Holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Corporation shall cause such Class B Preferred Stock to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Class B Preferred Stock requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Corporation and to permit the sale or other disposition of such Class B Preferred Stock in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their Class B Preferred Stock through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

(b) Any Holder may elect to withdraw such Holder’s request for inclusion of Class B Preferred Stock in any Piggy-Back Registration by giving written notice to the Corporation of such request to withdraw prior to the effectiveness of the Registration Statement. The Corporation (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Corporation shall pay all expenses incurred by the Holders in connection with such Piggy-Back Registration (including but not limited to any legal fees).

(c) The Corporation shall notify the Holders at any time when a prospectus relating to such Holder’s Securities is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such Holder, the Corporation shall also prepare, file and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Class B Preferred Stock, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Holders shall not offer or sell any Class B Preferred Stock covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

(d) the Corporation may request a Holder to furnish the Corporation such information with respect to such Holder and such Holder’s proposed distribution of the Class B Preferred Stock pursuant to the Registration Statement as the Corporation may from time to time reasonably request in writing or as shall be required by law or by the Commission in connection therewith, and such Holders shall furnish the Corporation with such information.

(e) All fees and expenses incident to the performance of or compliance with this Section 11 by the Corporation shall be borne by the Corporation whether or not any Class B Preferred Stock are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Corporation’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock are then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Corporation in writing (including, without limitation, fees and disbursements of counsel for the Corporation in connection with Blue Sky qualifications or exemptions) and (D) with respect to any filing that may be required to be made by any broker through which a Holder intends to make sates of Class B Preferred Stock with FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Corporation, (v) Securities Act liability insurance, if the Corporation so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Corporation in connection with the consummation of the transactions contemplated by this Section 11.

(f) The Corporation and its successors and assigns shall indemnify and hold harmless each purchaser, each Holder, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls each purchaser or arty such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”) to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Corporation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 11, except to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding a purchaser or such Holder furnished to the Corporation by such party for use therein. The Corporation shall notify each purchaser and each Holder promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 11 of which the Corporation is aware. If the indemnification hereunder is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Corporation shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Corporation and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Corporation and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission ohs material fact, has been taken or made by, or relates to information supplied by, the Corporation or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for herein was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 11(f) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 11(f), neither the purchaser nor any Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Section 12. 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 or sent by a nationally recognized overnight courier service and by facsimile or e-mail, addressed to the Corporation, at 4730 S. Fort Apache Rd., Suite 300, Las Vegas, Nevada 89147; Attention: Chief Executive Officer, e-mail jim@sensasuretch.com, or such other e-mail or address as the Corporation may specify for such purposes by prior written notice to the Holders delivered in accordance with this Section 12. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder provided to the Corporation in writing. 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 facsimile at the facsimile number set forth in this Section 12 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 facsimile at the facsimile number set forth in this Section 12 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) Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the shares of Class B Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

(c) Lost or Mutilated Class B Preferred Stock Certificate. If a Holder’s Class B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation 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 Class B 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 Corporation.

(d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, 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 this Certificate of Designation and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, stockholders, employees or agents) shall be commenced in the state and federal courts sitting in the Borough of Manhattan, New York, New York, (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 preceding 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 Designation 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 trig. by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, 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.

(e) Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breads of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a (holder to insist upon strict adherence to any term of this Certificate of Designation 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 Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

(f) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation 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. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

(g) 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.

(h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

(i) Status of Converted or Redeemed Class B Preferred Stock. If any shares of Class B Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Class B Preferred Stock.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 9^th day of May, 2024.

	By:
		/s/ James Hiza
		James Hiza
		President

[Signature Page to Class B Preferred Stock Certification of Designation]

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Current Fiscal Year End Date	--04-30
Entity File Number	001-41209
Entity Registrant Name	FORMATION MINERALS, INC.
Entity Central Index Key	0001885336
Entity Tax Identification Number	87-2406468
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4730 S. Fort Apache Rd.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89147
City Area Code	347
Local Phone Number	325-4677
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	SENSASURE TECHNOLOGIES INC.