Exhibit 3.1

NOTICE OF SECOND ALTERATION OF ARTICLES

OF

SIYATA MOBILE INC.

The Articles of Siyata Mobile Inc. made effective September 11, 2011, as altered by the Notice of First Alteration of Articles made effective July 28, 2020 and the Notice of Second Alternation of Articles made effective August 3, 2023 (together, the “Articles”), are hereby amended as follows:

The Class C Preferred Shares (the “Class C Preferred Shares”), shall, as a class, have attached thereto the following rights, privileges, restrictions, and conditions:

Section 30.1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate Consideration” shall have the meaning set forth in Section 30.7(e).

“Bankruptcy Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof, (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 30.6(d).

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York or British Columbia, Canada, are authorized or required by law or other governmental action to close.

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 49% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 33% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 33% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Closing” means the closing of the purchase and sale of the Securities pursuant to the Exchange Agreement.

“Closing Date” means the applicable Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount for a Closing and (ii) the Corporation’s obligations to deliver the Securities have been satisfied or waived.

“Commission” or the “SEC” means the United States Securities and Exchange Commission.

“Common Stock” means the Corporation’s common stock, par value $0.00001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Amount” means the sum of the Stated Value at issue.

“Conversion Date” shall have the meaning set forth in Section 30.5(a).

“Conversion Price” shall have the meaning set forth in Section 30.5(b).

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

“Corporation Redemption” has the meaning set forth in Section 30.8.

“Corporation Redemption Price” has the meaning set forth in Section 30.8.

“Corporation Redemption Payment Date” has the meaning set forth in Section 30.8.

“Designation, Amount and Par Value” The series of preferred stock shall be designated as Class C Convertible Preferred Stock and the number of shares so designated shall be up to One Thousand (1,000) (which shall not be subject to increase without the written consent of all of the Holders of the Preferred Stock). Each share of Preferred Stock shall have no par value per share and a stated value of $1,000, subject to increase set forth in Section 30.3 and/or elsewhere in these Articles below.

“DTC” means the Depository Trust Corporation.

“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.

“Dividend” shall have the meaning set forth in Section 30.2.

“DWAC Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including without limitation transfer through DTC’s DWAC system, (b) the Corporation has been approved (without revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.

“Event of Default” means any of the following events: “Event of Default” means any of the following events: means any of the following events: (i) the suspension of the Common Stock from trading on the Principal Market for a period of two (2) consecutive trading days; (ii) the delisting of the Common Stock from the Principal Market; (iii) the failure for any reason by the Corporation or its transfer agent to issue any Shares within three (3) trading days after the date on which the Investor is entitled to receive such Shares; (iv) the Corporation breaches any representation, warranty, covenant or other term or condition contained in the Transaction Documents; (v) the Corporation files for, threatens or is compelled to Bankruptcy, insolvency or receivership; (vi) if at any time the Common Stock is no longer DWAC Eligible; (vii) the Corporation fails to make timely disclosures (after applicable extension periods) of its quarterly or annual filings or any filings or disclosures required by the Commission, a state or the Principal Market, and such failure remains unremedied for fifteen (15) consecutive days); or (viii) any other default set forth in the Transaction Documents.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“New York Courts” shall have the meaning set forth in Section 30.11(d).

“Fundamental Transaction” shall have the meaning set forth in Section 30.7(e).

“GAAP” means United States generally accepted accounting principles.

“Holders” means Holders of the Preferred Stock.

“Indemnified Party” shall have the meaning set forth in Section 30.11(f).

“Junior Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Late Fees” shall have the meaning set forth in Section 30.2(d).

“Liquidation” shall have the meaning set forth in Section 30.4.

“Losses” shall have the meaning set forth in Section 30.11(f).

“Notice of Conversion” shall have the meaning set forth in Section 30.5.

“Original Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred Stock” shall mean Class C Preferred Shares.

“Premium Rate” shall have the meaning set forth in Section 30.8(a).

“Purchase Agreement” means that certain Securities Purchase Agreement, dated on or about the first Original Issue Date, among the Corporation and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Registration” shall have the meaning set forth in Section 30.11(a).

“Registration Statement” shall have the meaning set forth in Section 30.11(a).

“Securities” means the Preferred Stock and the Underlying Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 30.5(c)(i).

“Stated Value” shall mean $1,000, subject to increase set forth in Section 30.3 and/or elsewhere in these Articles.

“Subsidiary” means any subsidiary of the Corporation as set forth in the Corporation’s SEC filings.

“Successor Entity” shall have the meaning set forth in Section 30.3.

“Trading Day or Date” means a day on which the principal Trading Market is open for business.

“Trading Market” means any of the following markets or exchanges on which the Common Stock (or any other common stock of any other Person that references the Trading Market for its common stock) is listed or quoted for trading on the date in question: The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, or the NYSE MKT. (or any successor to any of the foregoing).

“Transaction Documents” means these Articles, the Purchase Agreement, the Warrant, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereby.

“Transfer Agent” means Computershare Investor Services Inc., the current transfer agent of the Corporation, with a mailing address of 510 Burrard St., Stock Transfer Department, Vancouver, British Columbia, V6C 3P9, Canada and any successor transfer agent of the Corporation.

“Triggering Event” shall have the meaning set forth in Section 30.10(a).

“Triggering Redemption Amount” means, for each share of Preferred Stock, the sum of (x) 150% of the Stated Value, (y) all accrued but unpaid dividends thereon, and (z) all liquidated damages, Late Fees and other costs, expenses or amounts due in respect of the Preferred Stock including, but not limited to legal fees and expenses of legal counsel to the Holder in connection with, related to and/or arising out of a Triggering Event.

“Triggering Redemption Payment Date” shall have the meaning set forth in Section 30.10(b).

“Underlying Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock.

“VWAP” means, as of any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of one share of Common Stock trading in the ordinary course of business at the applicable Trading Price for such date (or the nearest preceding date) on such Trading Market as reported by Bloomberg Financial L.P.; (b) if the Common Stock is not then listed on a Trading Market and if the Common Stock traded in the over the counter market, as reported by the OTCQX or OTCQB Markets, the volume weighted average price of one share of Common Stock for such date (or the nearest preceding date) on the OTCQX or OTCQB Markets, as reported by Bloomberg Financial L.P.; (c) if the Common Stock is not then listed or quoted on a Trading Market or on the OTCQX or OTCQB Markets and if prices for the Common Stock are then reported in the “Pink Sheets” published by the OTC Markets Group (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price of one share of Common Stock so reported, as reported by Bloomberg Financial L.P.; or (d) in all other cases, the fair market value of one share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Corporation.

Section 30.2. Dividends.

Section 30.3. Voting Rights. The Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend these Articles, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 30.5) senior to, or otherwise pari passu with, the Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing.

Section 30.4. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under these Articles, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than forty-five (45) days prior to the payment date stated therein, to each Holder.

Section 30.5. Conversion.

Section 30.6. Intentionally Omitted.

Section 30.7. Certain Adjustments.

Section 30.8. Redemption. The Corporation shall have the right to redeem (a “Corporation Redemption”), all (or part) of the Preferred Stock issued and outstanding at any time after the Original Issue Date, at its discretion and upon three (3) Trading Days written notice to the Holders, redeem all Preferred Stock at the following premium:

Section 30.9. [reserved]

Section 30.10. Redemption Upon Triggering Events.

Section 30.11. [Reserved]

Section 30.12. Miscellaneous.

Except as herein amended, the provisions of the Articles shall remain in full force and effect.

AS APPROVED BY THE BOARD OF DIRECTORS ON APRIL 4, 2024, THIS THIRD AMENDMENT TO ARTICLES IS EFFECTIVE: APRIL 4, 2024.

Certification by Secretary

I Gerald Bernstein, the duly appointed Secretary of Siyata Mobile Inc., hereby certify that the above Second Alteration to Articles has been duly approved and adopted by the Board of Directors of Siyata Mobile Inc. effective as of April 4, 2024 pursuant to Section 30.9.1 of the Notice of Articles of the Corporation.

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