Exhibit 3.1

CERTIFICATE OF DESIGNATION

OF

SERIES C PREFERRED STOCK

OF

BIOTRICITY INC.

Biotricity Inc. (the “Company”), a Nevada corporation, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation of the Company, it has adopted resolutions (a) designating 2,100,000 shares of the Company’s preferred stock as Series C Preferred Stock and (b) providing for the designations, preferences and relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, as follows:

SECTION 1. DESIGNATION OF SERIES. There shall hereby be created and established a series of “Series C Preferred Stock” and the number of shares initially constituting such series shall be up to 2,100,000 shares.

SECTION 2. STATED VALUE. The Stated Value of the Series C Preferred Stock will be $2.35 per share.

SECTION 3. LIQUIDATION. Upon any liquidation, dissolution or winding up of the Company (a “Liquidation”), the Series C Preferred Stock will entitle the holders thereof (the “Holders”), out of the assets of the Company available for distribution to its shareholders upon such liquidation, an amount equal to the Stated Value, for each share of Series C Preferred Stock, plus any accrued but unpaid dividends on such shares, before any payment may be made or any assets distributed to the holders of the Common Stock. For the avoidance of doubt, the Series C Preferred Stock will rank junior to the Company’s Series B Preferred Stock upon any Liquidation.

SECTION 4. RANKING. The Series C Preferred Stock shall rank, with respect to any Liquidation, senior to the Common Stock and shall rank junior to the Company’s Series B Preferred Stock and any other series of Preferred Stock created by the Company unless such Preferred Stock by its terms states that the Series C Preferred Stock ranks pari passu with such newly created class of Preferred Stock.

SECTION 5. VOTING. Holders will be entitled to 40 votes for each share of Series C Preferred Stock on any matter brought to a vote of stockholders (subject to proportional adjustment in the event of any stock split, stock dividend or similar transaction). Except as otherwise provided in this Certificate of Designation or in any other Certificate of Designation or as required under applicable law, Holders of Series C Preferred Stock, holders of Common Stock, and any other capital shares of the Company having general voting rights will vote together as one class on all matters submitted to a vote of stockholders of the Company.

SECTION 6. DIVIDENDS. In the event the Company shall declare or pay a dividend on its Common Stock (other than dividends payable in shares of Common Stock), the Holders will also be entitled to receive payment of such dividends as if such Holders held ten (10) shares of Common Stock for each share of Series C Preferred Stock (subject to adjustment for any stock split, stock dividend, or similar transaction).

SECTION 7. CONVERSION.

7.1. The Series C Preferred Stock will not be convertible into shares of Common Stock (“Conversion Shares”) or any other capital stock of the Company except as otherwise set forth in this Section 7. Effective upon the closing of any offering of equity securities of the Company in which the Company receives gross proceeds of at least $15 million (a “Qualified Financing”), all of the issued and outstanding shares of the Series C Preferred Stock will automatically convert into a number of shares of Common Stock equal to 59.6% of the issued and outstanding shares of Common Stock of the Company as of the date of the Qualified Financing and after giving effect to the issuance of all shares of capital stock issued or issuable in connection with the Qualified Financing (such shares of Common Stock issued upon the conversion referred to as the “Conversion Shares”). For the avoidance of doubt, any pre-funded warrants issued in the Qualified Financing will be treated as shares of Common Stock for purposes of such calculation. In the event the Company issues any warrants that are not pre-funded warrants in the Qualified Financing, the Company shall issue warrants to the Holders of Series C Preferred Stock in the form issued in the Qualified Financing and in the same ratio to the Conversion Shares as the warrant coverage in the Qualified Financing.

7.2. Upon any conversion of the Series C Preferred Stock pursuant to Section 7.1, all of the Conversion Shares issued upon such conversion shall be subject to a one-year lockup from the date of such issuance (the “Lock-up Period”), and such Conversion Shares shall not be transferable or assignable by the Holder during such Lock-up Period (the “Lock-up”). Each Holder shall execute a lock-up agreement in accordance with the foregoing as a condition to the Holder’s receipt of the Conversion Shares. The Holder acknowledges that any certificates representing the Conversion Shares shall bear a restrictive legend referencing such Lock-up and each Holder agrees to execute and deliver any further documents necessary to reflect the foregoing restrictions.

7.3. If prior to a Qualified Financing, the Company enters into a Fundamental Transaction (as hereinafter defined), then immediately prior to the closing of such Fundamental Transaction, each share of Series C Preferred Stock shall be automatically converted into ten (10) shares of Common Stock. For purposes hereof, a “Fundamental Transaction” means (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination).

7.4. If the Company has not consummated a Qualified Financing on or before March 31, 2028, then from and after such date, the Holder shall have the right to convert each share of Series C Preferred Stock into ten (10) shares of Common Stock (subject to adjustment for stock splits, stock dividends and similar transactions), by delivering written notice thereof to the Company.

SECTION 8. NO REDEMPTION RIGHTS OR OBLIGATIONS. The Company will not be entitled to redeem any shares of Series C Preferred Stock without the consent of the Holders of such shares and will have no obligation to redeem and shares of Series C Preferred Stock.

SECTION 9.  SERIES C PREFERRED STOCK REGISTER. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holders in accordance with Section 12), a register for the Series C Preferred Stock, in which the Company shall record, in addition to any information otherwise required by law to be set forth on such register, (i) the name, address, electronic mail address of each Holder in whose name the shares of Series C Preferred Stock have been issued and (ii) the name, address, electronic mail address of each transferee of any shares of Series C Preferred Stock. The Company may treat the person in whose name any share of Series C Preferred Stock is registered on the register as the owner and holder thereof for all purposes.

SECTION 10.   TRANSFER. A Holder may transfer any shares of Series C Preferred Stock, held by such Holder without the consent of the Company; provided that such transfer is in compliance with applicable securities laws and such transferee acknowledges in writing the restrictions set forth in Section 7.2 and agrees to be bound by th the terms therein. The Company shall in good faith (i) do and perform, or cause to be done and performed, all such further acts and things, and (ii) execute and deliver all such other agreements, certificates, instruments and documents, in each case, as any Holder may reasonably request in order to carry out the intent and accomplish the purposes of this Section 10.

SECTION 11. BOOK-ENTRY; CERTIFICATES. The Series C Preferred Stock will be uncertificated and issued in book-entry form. To the extent that any shares of Series C Preferred Stock are issued in book-entry form, references herein to “certificates” shall instead refer to the book-entry notation relating to such shares.

SECTION 12. MISCELLANEOUS.

(a) The headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not affect the interpretation of any of the provisions of this Certificate of Designation.

(b) Whenever possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(c) Any and all notices or other communications or deliveries to be provided to the Company hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, via email or sent by a nationally recognized overnight courier service, addressed to [email protected], or such other email address or mailing address as the Company may specify for such purposes by notice to the Holders delivered in accordance with this Section 12(c). Any and all notices or other communications or deliveries to be provided to a Holder hereunder shall be in writing and delivered personally, by email at the email address of such Holder appearing on the books of the Company, or if no such email address appears on the books of the Company, sent by a nationally recognized overnight courier service addressed to such Holder, at the address on the records of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section 12(c) prior to 5:30 p.m. Eastern Time on any date, (ii) the date immediately following the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section 12(c) between 5:30 p.m. and 11:59 p.m. Eastern Time on any date, (iii) the second (2nd) Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given

(d) Except as may otherwise be required by law, the Series C Preferred Stock shall not have any powers, designations, preferences or other special rights, other than those specifically set forth in this Certificate of Designation.

Exhibit 10.1

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) dated this ___ day of April, 2026, between Biotricity Inc., a Nevada corporation (the “Company”) and ______, a ________ (the “Holder”).

WHEREAS, the Holder is the holder of _________ shares (the “Common Shares”) of common stock of the Company, warrants (the “Warrants”) to purchase ____ shares of common stock of the Company, and options (the “Options,” and together with the Common Shares and Warrants, the “Exchangeable Securities”) to purchase ________ shares of common stock of the Company;

WHEREAS, the Company and the Holder desire to have the Holder exchange its Exchangeable Securities for newly issued shares of Series C Preferred Stock of the Company (the “Series C Preferred Shares”), at a ratio of 10 Exchangeable Securities for each Series C Preferred Share, which will have the terms set forth in the Certificate of Designation of Series C Preferred Stock in the form of Exhibit A hereto (the “Series C Certificate of Designation”) as more particularly set forth below;

WHEREFORE, the parties hereby agree as follows:

1. Upon the closing of this Agreement (the “Closing”), substantially concurrently with execution of this Agreement (including, without limitation, execution by the Holder of the Accredited Investor Questionnaire attached as Exhibit B hereto), the Holder will exchange the Exchangeable Securities for __________ Series C Preferred Shares. Without limiting the generality of the foregoing, upon the Closing, (i) the Holder shall return the Exchangeable Securities to the Company for cancellation and the Company shall issue the Series C Preferred Shares in book entry form to the Holder. The Holder shall promptly execute and deliver any instruction letter, stock power, or other documentation required or reasonably requested by the Company and/or the Company’s transfer agent to effectuate the cancellation of the Holder’s Exchangeable Securities hereunder. Without limiting the generality of the foregoing, the Warrants and Options will be deemed terminated effective upon the Company’s issuance of the Series C Preferred Shares hereunder without the need for any further action by any party.

2. The Holder represents and warrants to the Company that (i) Holder is the sole record and beneficial owner of the Exchangeable Securities free and clear of all liens, (ii) Holder is an accredited investor as defined under Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”) as further set forth in the Accredited Investor Questionnaire attached hereto and executed by the Holder, (iii) Holder understands that the Series C Preferred Shares Holder will acquire hereunder are restricted securities within the meaning of the Securities Act, have not been registered under the Securities Act or any state securities laws and may not be transferred or sold except pursuant to an effective registration statement or an available exemption therefrom, (iv) Holder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the exchange of the Exchangeable Securities for the Series C Preferred Shares hereunder and the merits and risks of investing in the Series C Preferred Shares, (v) Holder acknowledges that it has had the opportunity to review the Company’s filings with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, since January 1, 2024 (the “SEC Reports”), and (vi) Holder understands that an investment in the Company and in the Series C Preferred Shares involves a high degree of risk including, without limitation, the risks set forth in the SEC Reports and that (a) there is no market for the Series C Preferred Shares, (b) the Series C Preferred Shares will not be convertible into shares of common stock of the Company prior to March 31, 2028, except upon a Qualified Financing (as defined in the Series C Certificate of Designation), and there is no assurance as to whether or when such Qualified Financing may occur, and (c) the Company will have no obligation to redeem the Series C Preferred Shares for cash.

3. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.

4. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Holder and Company hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County of New York over any dispute relating to this Agreement and Company and Holder each hereby irrevocably agree that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5. The representations and warranties contained herein shall survive the Closing.

6. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement (including, without limitation, the Series C Certificate of Designation) and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

7. The Holder agrees to indemnify and hold harmless the Company and its officers, members, employees, agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Holder of any covenant or agreement made by the Holder herein.

8. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 7 hereof.

9. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

10. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Agreement. A signature delivered by facsimile or email shall constitute an original.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has duly executed this Exchange Agreement as of the date first indicated above.

BIOTRICITY INC.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR HOLDER FOLLOWS]

[HOLDER SIGNATURE PAGE TO BIOTRICITY EXCHANGE AGREEMENT]

IN WITNESS WHEREOF, the undersigned has caused this Exchange Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Number of Common Shares:

Number of Options:

Number of Warrants:

Total Exchangeable Securities:

Number of Series C Preferred Shares (equal to 1/10 of number of Exchangeable Securities):

EIN or SS#:

Exhibit A

Form of Certificate of Designation

of Series C Preferred Stock

Exhibit B

Accredited Investor Certification

(Please initial the category that applies)

For Individual Investors Only

(all Individual Investors must INITIAL where appropriate):

For Non-Individual Investors

(all Non-Individual Investors must INITIAL where appropriate):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and