ATDS DATA443 Risk Mitigation Inc (PK)

On 25 November 2020 Data443 Risk Mitigation, Inc. (the “Company”) filed a Certificate of Designation with the Secretary of State of the State of Nevada (the “Certificate of Designation”), which authorized and established eighty thousand (80,000) shares of the Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”). The Series B will have such designations, rights, and preferences as set forth in the Certificate of Designation, as was determined by the Company’s Board of Directors in its sole discretion, in accordance with the Company’s Certificate of Incorporation and Bylaws. The Certificate of Designation became effective with the State of Nevada upon filing.

The shares of the Series B Preferred (i) have a stated value of Ten Dollars ($10.00) per share; (ii) are convertible into Common Stock at a price per share equal to sixty one percent (61%) times (representing a discount rate of 39%) the lowest price for the Company’s common stock during the twenty (20) day of trading preceding the date of the conversion; (iii) earn dividends at the rate of nine percent (9%) per annum; (iv) earn dividends at the rate of twenty two percent (22%) per annum upon an Event of Default (as defined in the Certificate of Designation); (v) generally have no voting rights; (vi) rank senior with respect to dividend rights and rights of liquidation with the Common Stock; and, (vii) rank junior with respect to dividends and right of liquidation to all existing indebtedness of the Company. The Company may redeem the shares of the Series B Preferred in accordance with the terms of the Certificate of Designation prior to the one hundred eightieth (180^th) day following the date of issuance of the Series B Preferred.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto.