Exhibit 4.1

CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION

Principal Solar, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts the following Certificate of Amendment to its Certificate of Incorporation and,

DOES HEREBY CERTIFY:

FIRST:      The name of the Corporation is Principal Solar, Inc., and the Corporation was incorporated in the State of Delaware on September 27, 2012 (File No. 5219241).

SECOND:     That the Board of Directors of the Corporation duly adopted resolutions approving and declaring advisable and in the best interests of the Corporation and its stockholders an amendment (the “Amendment”) to the Corporation’s Certificate of Incorporation (as previously amended, the “Certificate”), to reduce the total number of shares of $.01 par value authorized common stock of the Corporation to Fifteen Million (15,000,000) from the current Three-Hundred Million (300,000,000) and the total number of shares of $.01 par value authorized preferred stock of the Corporation to Two Million (2,000,000) from the current One-Hundred Million (100,000,000).

THIRD:     That the Amendment to Article Fourth of the Certificate was duly adopted and approved in accordance with the provisions of Sections 228 and 242 of the DGCL by the requisite vote of the stockholders of the Corporation acting pursuant to a written consent in lieu of special meeting. Such Article Fourth of the Certificate is hereby amended and restated in its entirety to read as follows:

“FOURTH: the total number of shares of stock which this corporation is authorized to issue is: Fifteen Million (15,000,000) shares of common stock with a par value of $0.01 (the “Common Stock”), and Two Million (2,000,000) shares of preferred stock with a par value of $0.01 (the “Preferred Stock”).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as the “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations, and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, a determination of the following:

The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may otherwise be provided in this Certificate of Incorporation, in a Preferred Stock Designation, or by applicable law, the holders of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders.

FOURTH:     All other provisions of the Certificate (other than the Article Fourth amended herein) shall remain in full force and effect without change thereto.

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IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Certificate of Amendment to Certificate of Incorporation this 1st day of April 2016.