Item 3.03. Material Modification to Rights of Security Holders.

On October 13, 2021, Leafbuyer Technologies, Inc. (the "Company") filed an Amended and Restated Certificate of Designation, Rights and Preferences of its Series A Convertible Preferred Stock (the "Series A Preferred Stock") with the Secretary of State of the state of Nevada, which became effective on such date, to (i) change its designation to "Series A Super Voting Preferred Stock," (ii) eliminate all rights to liquidation proceeds; (iii) eliminate all conversion rights and features and (iv) change its voting rights from being based on the number of shares of common stock underlying the Series A Preferred to 600 votes per share of Series A Preferred Stock held, voting with the common stock on all matters as a single class.

Item 9.01. Financial Statements and Exhibits.





Number    Description
  3.1       Amended And Restated Certificate of Designation of Rights, Preferences
          and Privileges of Series A Super Voting Preferred Stock.





2

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