Exhibit 3.3

The exact number of common shares issued as a result of the conversion would depend on the market price of the common stock (as described more precisely in paragraph (b) below) but the total market value of the common shares would always be equal to three times (300%) the Maximum Price.

(a)                   Based on the principle described in paragraph (a) above, the conversion formula is as follows:

Each share of Series C Preferred Stock shall be convertible, at any time at the sole election of the holder, into the number of shares of the Common Stock that together are equal to 300% of the Maximum Price paid for a share of Series C Preferred Stock, divided by the Market Price of the Common Stock, as that term is defined in Section 3(g) below. In the event that a conversion results in a partial common share, the partial common share shall be rounded up or rounded down per standard mathematics.

For example: Investor XYZ purchased 10 shares of Series C Preferred Stock and the Maximum Price at the time of the Investor's conversion is $1.00 per share, and the Investor now converts all 10 shares into shares of the Common Stock. For this example, the Market Price of the Common Stock (as defined in Section 3(g) below) at the time of conversion is $0.01 per share.

Investor XYZ may convert the 10 shares of Series C Preferred Stock into the number of shares of Common Stock equal to the Maximum Price paid for the shares ($1 each, for a total of $10), multiplied by 300%, and then divided by the Market Price of the Common Stock at the time of conversion (which is $0.01 in this example).

300% of $10 = $30

$30 divided by $0.01 = 3,000

Therefore, where Investor XYZ converts 10 shares, which at the time of his conversion have a Maximum Price of $1.00 per share, and at which time the Market Price of the Common Stock is $0.01, then the number of shares of the Common Stock which Investor XYZ may receive in exchange for the 10 shares of Series C Preferred Stock, is 3,000 (300 common shares for every 1 share of Series C Preferred Stock).

(b) Promptly, but in no event later than five (5) business days after notification of conversion from the holder, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder’s conversion of Series C Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel provided by the holder. The Common Stock shall be issued in the same name as the person who is the holder of the Series C Preferred Stock unless, in the opinion of counsel provided by the holder, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.

(c)                   All shares of Common Stock delivered upon conversion of the Series C Preferred Shares as provided herein shall be duly and validly issued and fully paid and nonassessable. Effective as of the date of conversion, such converted Series C Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.

(d)                  The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series C Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series C submitting such conversion notice.

(e)                  Upon any forward or reverse split of the shares of the Common Stock of the Corporation, a forward or reverse split of the Common Stock of the Corporation shall have no impact on the conversion rate or ratio or formula as described in paragraphs (a) and (b) above.

(f)                   The Market Price of the Common Stock is defined as the average closing market (last trade) price per share of the Common Stock of the Corporation for the five most recently completed trading sessions.

4 VOTING RIGHTS.

(a)                  For matters in which Nevada law restricts voting only to those shares of this series of Preferred Stock, or only to the shares of the Preferred Stock class as a whole, each share of Series C Preferred Stock shall have one (1) vote.

(b)                  For all other matters in which shares of Series C Preferred Stock are legally permitted to vote, the shares of Series C Preferred Stock shall have no voting rights.

5 DIVIDENDS.

The holders of Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion, except that, upon any declaration of a dividend, the amount of dividend payable to the holders of Series C Preferred Stock, if any, shall be determined by the Board of Directors, with the limitation that no more than one percent (1%) of the total aggregate value of the dividend may be payable to the holders of Series C Preferred Stock.

6 LIQUIDATION RIGHTS.

Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, holders of the Series C Preferred Stock shall receive such distributions as determined by majority vote of the Board of Directors, however no more than one percent (1%) of the total aggregate value of the distribution may be payable to the holders of Series C Preferred Stock.

7  NOTICES OF RECORD DATE.

Any notice required by the provisions of this Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of Series C Preferred Stock of the Company, to be given to the holders of shares of 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 address appearing on the books of the Corporation.

8 SEVERABILITY.

If any term of this Certificate of Designation is invalid, unlawful, or incapable of being enforced by reason of any rule of law or public policy, all other terms of this Certificate of Designation as set forth herein which can be given effect without the invalid, unlawful or unenforceable term will, nevertheless, remain in full force and effect, and no term of this Certificate of Designation will be deemed dependent upon any other such term unless so expressed in this Certificate of Designation.

9 MODIFICATION AMENDMENT OR WAIVER.

The terms of this Certificate of Designation shall not be amended, waived, altered or repealed without the affirmative vote of the holders of a majority of the voting power of the Series C Preferred Stock, voting as a separate class. Any right or preference of the Series C Preferred Stock set forth in this Certificate of Designation may be waived pursuant to a written instrument signed by the holders of a majority of the voting power of the outstanding shares of Series C Preferred Stock, voting as a separate class, which written instrument shall specifically set forth the right or preference being waived and the extent of such waiver. For the purposes of this Section 9, each share of Series C Preferred Stock shall have one (1) vote per share.

IN WITNESS WHEREOF, InnerScope Hearing Technologies, Inc. has caused this Certificate of Designation to be duly executed in its corporate name on this 10th day of February, 2020.

InnerScope Hearing Technologies, Inc.

By: /s/ Matthew Moore

Print Name: Matthew Moore

Title: CEO