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CERTIFICATE OF DESIGNATION

OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

NEMAURA MEDICAL, INC.

 (Pursuant to Section 78.1955 of the Nevada Revised Statutes)

1. Designation and Number.  There shall be a series of preferred stock, par value $0.001 per share, designated as “Series A Convertible Preferred Stock,” and the number of shares constituting such series shall be Two Hundred Thousand (200,000) shares.  Such series is referred to herein as the “Series A Preferred.”

2. Rank.  As to payment of individual dividends and as to distributions of assets upon liquidation or winding up of the corporation, whether voluntary or involuntary (“Distributions”) the Series A Preferred shall have superior rights to the Corporation's shares of common stock, par value $0.001 per share (the “Common Stock”).

3. No Dividends. The holders of record of shares of the Series A Preferred shall not be entitled to receive dividends.

4. Voting Rights. The Series A Preferred shall vote together as a class on all matters which adversely impact the rights or preferences of the Series A Preferred, as provided herein. Whenever holders of the Series A Preferred are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken and signed by the holders of the outstanding Series A Preferred of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Each holder of outstanding shares of Series A Preferred shall be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law. In any such vote, each share of Series A Preferred shall be entitled to a number of votes equal to the number of shares of Common Stock into which the share Series A Preferred is convertible pursuant to Section 6 herein as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent. Each holder of outstanding shares of Series A Preferred Stock shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation's bylaws.

 

5. Liquidation Preference. There shall be no liquidation preference for the shares of Series A Preferred Stock.

6. Conversion. The holder of shares of Series A Preferred shall have the following conversion rights (the "Conversion Rights"):

(A) Holder's Delivery Requirements.  To convert shares of Series A Preferred into full shares of Common Stock on any date (the “Voluntary Conversion Date”), the holder thereof shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York time on such date, a copy of a fully executed and completed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”), to the Corporation, and (B) surrender to a common carrier for delivery to the Corporation as soon as practicable following such Voluntary Conversion Date but in no event later than three (3) Business Days (as defined below) after such date the original certificates representing the shares of Series A Preferred being converted (or an indemnification undertaking with respect to such certificates in the case of their loss, theft or destruction) (the “Preferred Stock Certificates”) and the originally executed Conversion Notice.  The person or persons entitled to receive the shares of Common Stock issuable upon a Voluntary Conversion of Series A Preferred shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Voluntary Conversion Date.(B) Corporation's Response.  Upon receipt by the Corporation of a facsimile copy of a Conversion Notice, the Corporation shall within three (3) Business Days send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder.  Upon receipt by the Corporation of an originally executed Conversion Notice, the Corporation or its designated transfer agent (the “Transfer Agent”), as applicable, shall, within three (3) Business Days following the date of receipt by the Corporation of the originally executed Conversion Notice (so long as the applicable Preferred Stock Certificates and original Conversion Notice are received by the Corporation on or before the third (3rd) Business Day), issue and deliver to the Depository Trust Corporation (“DTC”) account on the holder's behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the holder or its designee, for the number of shares of Common Stock to which the holder shall be entitled.  Notwithstanding the foregoing to the contrary, the Corporation or the Transfer Agent shall only be required to issue and deliver the shares to the DTC on a holder's behalf via DWAC if such conversion is in connection with a sale and all requirements to effect such DWAC have been met, including, but not limited to, such shares being registered for resale pursuant to an effective registration statement and satisfaction of applicable prospectus delivery requirements, if any.  If the Corporation or the Transfer Agent cannot issue the shares to a holder via DWAC because the aforementioned conditions are not satisfied, the Corporation shall deliver physical certificates to the holder or its designee.  If the number of shares of Series A Preferred represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series A Preferred being converted, then the Corporation shall, as soon as practicable, issue and deliver to the holder a new Preferred Stock Certificate representing the number of shares of Series A Preferred not converted.

 

7. Redemption. The Corporation shall have no rights to redeem the Series A Preferred.

8.  Transfer of Shares. A holder of shares of Series A Preferred may assign some or all of the shares and the accompanying rights hereunder held by such holder, without the consent of the Corporation; provided that such assignment is in compliance with applicable securities laws.

IN WITNESS HEREOF, Nemaura Medical, Inc. has caused this Certificate of Designation to be signed on Wednesday 4th October 2017.

_________________________________

Name: Dr Faz Chowdhury

Title:  CEO and Chairperson

 

 

EXHIBIT A

NEMAURA MEDICAL, INC.

CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Series A Convertible Preferred Stock of Nemaura Medical, Inc. (the "Certificate of Designation").  In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Preferred Stock, each with a par value of $0.001 per share (the "Preferred Shares"), of Nemaura Medical, Inc., a Nevada corporation (the "Company"), indicated below into shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company, by tendering the stock certificate(s) representing the share(s) of Preferred Shares specified below as of the date specified below.

Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address:

Issue to:
Facsimile Number:
Authorization:

By: ________________________________
Name:
Title:

Dated: