CERTIFICATE OF DESIGNATION
ESTABLISHING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ITS
SERIES C PREFERRED STOCK
On behalf of
OriginClear, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution
has been duly adopted by the board of directors of the Corporation (the “Board”):
pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation
(the “Articles of Incorporation”) and the provisions of Section 78.1955 of the Nevada General Corporation Law, there
hereby is created, out of the twenty five million (25,000,000) shares of preferred stock, par value $0.0001 per share, of the Corporation
authorized by the Articles of Incorporation, Series C Preferred Stock, consisting of one thousand (1,000) shares, which series
shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the
following qualifications, limitations and restrictions:
SECTION 1. DESIGNATION
OF SERIES. The shares of such series shall be designated as the “Series C Preferred Stock” (the “Series
C Preferred Stock”) and the number of shares initially constituting such series shall be up to One Thousand (1,000) shares.
SECTION 2.DIVIDENDS. The
holders of the Series C Preferred Stock shall not be entitled to receive dividends paid on the Common Stock.
SECTION 3. LIQUIDATION
PREFERENCE. The holders of the Series C Preferred Stock shall not be entitled to any liquidation preference.
SECTION 4. VOTING.
Rights. The holders of the Series C Preferred Stock will have the shareholder voting rights as described in
this Section 4 or as required by law. For so long as any shares of the Series C Preferred Stock remain issued
and outstanding, the holders thereof, voting separately as a class, shall have the right to vote in an amount equal to fifty-one
percent (51%) of the total vote on all matters. Such vote shall be determined by the holder(s) of a majority of the
then issued and outstanding shares of Series C Preferred Stock.
if there are 10,000 shares of the Corporation’s common stock issued and outstanding at the time of such a shareholder vote,
the holders of the Series C Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,408 shares,
out of a total number of 20,408 shares voting.
to Articles and Bylaws. So long as the Series C Preferred Stock is outstanding, the Corporation shall not, without
the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series C Preferred Stock, voting separately
as a class (i) amend, alter or repeal any provision of the Articles of Incorporation or the Bylaws of the Corporation so as to
adversely affect the designations, preferences, limitations and relative rights of the Series C Preferred Stock, (ii) effect any
reclassification of the Series C Preferred Stock, excluding a reverse stock split or forward split, or (iii) designate any additional
series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the
Series C Preferred Stock set forth herein.
of Rights of Series C Preferred Stock. The Corporation shall not, without the affirmative vote of the holders of at least
66-2/3% of all outstanding shares of the Series C Preferred Stock, amend, alter or repeal any provision of this Certificate of
Designation, PROVIDED, HOWEVER, that the Corporation may, by any means authorized by law and without any vote of the holders of
shares of the Series C Preferred Stock, make technical, corrective, administrative or similar changes in this Certificate of Designation
that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of the Series
C Preferred Stock.
SECTION 5. CONVERSION
RIGHTS. The shares of the Series C Preferred Stock shall have no conversion rights.
SECTION 6. REDEMPTION
RIGHTS. The shares of the Series C Preferred Stock shall be automatically, and without any required action by the
Corporation or the holders thereof, redeemed by the Corporation at their par value on the first to occur of the following triggering
events: (i) on the date that T. Riggs Eckelberry ceases, for any reason, to serve as officer, director or consultant of the Corporation,
it being understood that if Mr. Eckelberry continues without interruption to serve thereafter in one or more capacities as officer,
director or consultant of the Corporation this shall not be considered a cessation of service, or (ii) on the date that the Corporation’s
shares of common stock first trade on any national securities exchange PROVIDED, HOWEVER that (a) the listing rules of any such
exchange prohibit preferential voting rights of a class of securities of the Corporation, or (b) listing on any such national securities
exchange is conditioned upon the elimination of the preferential voting rights of the Series C Preferred Stock set forth in this
Certificate of Designation.
SECTION 7. NOTICES. Any
notice required hereby to be given to the holders of shares of the Series C Preferred Stock shall be deemed given if deposited
in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the
books of the Corporation.
SECTION 8. MISCELLANEOUS.
headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall
not affect the interpretation of any of the provisions of this Certificate of Designation.
possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under
applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of
being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation.
No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent
jurisdiction should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of
time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question
effective and valid under applicable law.
as may otherwise be required by law, the shares of the Series C Preferred Stock shall not have any powers, designations, preferences
or other special rights, other than those specifically set forth in this Certificate of Designation.
IN WITNESS WHEREOF,
this Certificate of Designations has been executed by a duly authorized officer of the Corporation on this 14 day of March, 2017.
||/s/ T. Riggs Eckelberry|
||Name: T. Riggs Eckelberry|
Title: Chief Executive Officer