Form 8-K

8-K — BNB PLUS CORP.

Accession: 0001104659-26-066610

Filed: 2026-05-27

Period: 2026-05-26

CIK: 0000744452

SIC: 8734 (SERVICES-TESTING LABORATORIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2615620d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2615620d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2615620d1_ex3-2.htm)

EX-4.1 — EXHIBIT 4.1 (tm2615620d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2615620d1_ex4-2.htm)

EX-4.3 — EXHIBIT 4.3 (tm2615620d1_ex4-3.htm)

EX-4.4 — EXHIBIT 4.4 (tm2615620d1_ex4-4.htm)

EX-10.1 — EXHIBIT 10.1 (tm2615620d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2615620d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2615620d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2615620d1_ex10-4.htm)

EX-99.1 — EXHIBIT 99.1 (tm2615620d1_ex99-1.htm)

GRAPHIC (tm2615620d1_ex3-1img001.jpg)

GRAPHIC (tm2615620d1_ex3-1img002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615620d1_8k.htm · Sequence: 1

false

--09-30

0000744452

2026-05-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 26, 2026

BNB Plus Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-36745

(Commission File Number)

59-2262718

(IRS Employer

Identification No.)

25 Health Sciences Drive

Stony Brook, New York 11790

(Address of principal executive offices) (Zip Code)

631-240-8800

(Registrants’ telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.001 par value

BNBX

The Nasdaq Stock Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive

Agreement.

Private Placement and Inducement Transaction

On May 26, 2026, BNB Plus Corp., a Delaware corporation

(the “Company”), entered into agreements to issue in one or more offerings up to an aggregate amount of $5 million (the “Aggregate

Offering Amount”) of the Company’s securities in a convertible preferred equity private placement financing pursuant to: (1)

a Securities Purchase Agreement (the “SPA”) with accredited investors (“Purchasers”) whereby Purchasers will invest

in the Company’s securities in U.S. dollars or stablecoins recognized by the GENIUS Act, and (2) Warrant Inducement and Exchange

Agreements (each an “Inducement Agreement”), with certain investors (each an “Exchanging Holder”) who participated

in the Company’s private placements that closed on October 3, 2025 and October 23, 2025 (collectively the “2025 PIPE”),

whereby each Exchanging Holder will (i) exercise for cash a certain percentage of outstanding Series E Common Stock Purchase Warrants

(the “Series E Warrants”); (ii) exchange common stock of the Company, par value $0.001 per share (“Common Stock”);

and (iii) exchange pre-funded warrants, held by the Exchanging Holder, to receive convertible preferred stock and other securities, as

described in greater detail below.

Pursuant to the SPA and the Inducement Agreement

the Company may accept, up to the Aggregate Offering Amount, subscriptions from Purchasers and agreements to participate in the exchange

transaction governed by the Inducement Agreement by Exchanging Holders for fifteen trading days after the initial SPA and Inducement Agreement

are signed, or until June 11, 2026. The private placement and inducement transaction discussed herein are referred to collectively as

the “Offering”.

The Company intends to use the first $2.3 million

of aggregate proceeds from the Offering (the “General Proceeds”), $300 thousand of which is expected to be used for a prepaid

advisory fee, for a strategic review of its biotechnology assets and for general corporate purposes. Proceeds in excess of the General

Proceeds shall be contributed to the DAT Subsidiaries, as described below, provided, however, that such excess proceeds may be released

to the Company or any subsidiary of the Company in accordance with the SPA.

Securities Purchase Agreement

Pursuant to the SPA, the Company has agreed to

sell and issue to each Purchaser, at an offering price of $1.05 per share, Series B-1 Preferred Stock (defined in Item 5.03 below), and/or

Series B-1 Prefunded Preferred Stock Purchase Warrants in lieu thereof (the “Series B-1 Prefunded Warrants”), and Series F

Common Stock Purchase Warrants (the “Common Warrants”) to purchase a number of shares of Common Stock equal to 100% of the

shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock (including Series B-1 Preferred Stock underlying Series

B-1 Prefunded Warrants, if any) issued to the Purchaser in connection with the SPA.

The initial closing of the SPA will occur on the

date all closing obligation under the SPA have been met with respect to an aggregate subscription amount of at least $2.3 million (the

“Initial SPA Closing”). On May 26, 2026, the Company entered into the SPA with a Purchaser for an aggregate subscription amount

of $2.5 million and the Initial SPA Closing is expected to occur on May 28, 2026.

In addition to standard representations and warranties,

the Company has agreed to use the proceeds received from the Offering in excess of the General Proceeds solely for contributions to Build

& Build, LLC, a Delaware limited liability company, and BNBX Ltd., a British Virgin Islands business company, each a 100% owned subsidiary

of the Company, and such other wholly-owned subsidiary or subsidiaries of the Company as may from time to time hold Digital Assets, as

defined in the SPA, or may become additional guarantors pursuant to the DATS Guaranty, discussed below (the “DAT Subsidiaries”).

The Company has agreed to promptly, but no later than forty-five (45) days following the Initial Closing of the SPA, contribute or cause

to be contributed, any cash (except for the General Proceeds, certain cash and accounts receivable of the Company, and operating cash

flows attributable to the Company’s LineaRx business) and Digital Assets owned or held by the Company or any of its subsidiaries

that are not DAT Subsidiaries to a DAT Subsidiary that is a guarantor party to the DATS Guaranty, and that such cash and Digital Assets

shall be held solely in a DAT Subsidiary. The Company has also agreed that any Digital Assets acquired by the Company or any of its subsidiaries

that are not DAT Subsidiaries, will be contributed to a DAT Subsidiary that is a guarantor party to the DATS Guaranty on or immediately

following the date of acquisition.

The Company also agreed to reimburse one counsel

for the Purchasers and Exchanging Holders, up to a maximum of $50,000 for the reasonable attorney’s fees and costs incurred in connection

with the SPA and the Inducement Agreement.

Warrant Inducement

Exchange Agreement

Pursuant to the Inducement

Agreement, each Exchanging Holder will agree to (1) exercise a minimum of thirteen percent (13%) (the “Minimum Percentage”)

of the Series E Warrants issued to the Exchanging Holder in the 2025 PIPE at an exercise price of $3.82 per share of Common Stock in consideration

for the Company issuing the Exchanging Holder a number of Series B-1 Preferred Stock pursuant to the formula set forth in the Inducement

Agreement; (2) deliver to the Company all shares of Common Stock issued to the Exchanging Holder in the 2025 PIPE and issued in connection

with the exercise of the Minimum Percentage of Series E Warrants in exchange for the Company issuing the Exchanging Holder the same number

of Series B-2 Preferred Stock (defined in Item 5.03 below and collectively with the Series B-1 Preferred Stock the “Preferred Stock”),

and/or Series B-2 Prefunded Preferred Stock Purchase Warrants in lieu thereof (the “Series B-2 Prefunded Warrants” and collectively

with the Series B-1 Prefunded Warrants the “Prefunded Warrants”); and (3) deliver to the Company all pre-funded warrants issued

to the Exchanging Holder in the 2025 PIPE in exchange for the Company issuing the Exchanging Holder the same number of Series B-2 Prefunded

Warrants.

Exchanging Holders may

choose to exercise more than the Minimum Percentage of Series E Warrants and elect, in their sole discretion, to exchange the shares of

Common Stock received upon such exercise for shares of Series B-2 Preferred Stock, or retain the shares of Common Stock for their own

account and receive a transferable Right pursuant to a Transferable Rights Agreement discussed further below. In the event an Exchanging

Holder would be limited from exercising any Series E Warrants pursuant to the beneficial ownership blocker applicable to the Series E

Warrants (“Limited Warrants”), the Exchanging Holder may elect to deliver the exercise price applicable to such Limited Warrants

and receive in consideration for such exercise price and the Exchanging Holder’s express waiver of the Company’s obligation

to deliver Common Stock underlying the Limited Warrants, Series B-2 Prefunded Warrants.

Each Inducement Agreement will close no later

than the 5th trading day following the date all conditions to closing have been met by the parties. On May 26, 2026, the Company

entered into Inducement Agreements with Exchanging Holders for an exercise of Series E Warrants in an aggregate amount of approximately

$1.65 million. The initial closing of the Inducement Agreements is expected to occur on or before June 2, 2026.

Additional Terms

Each

Series B-1 Prefunded Warrant is exercisable for one share of Series B-1 Preferred Stock at an exercise price of $0.0001 per share of Series

B-1 Preferred Stock underlying the prefunded warrant. Each Series B-2 Prefunded Warrant is exercisable for one share of Series B-2 Preferred

Stock at an exercise price of $0.0001 per share of Series B-2 Preferred Stock underlying the prefunded warrant. The Prefunded Warrants

are immediately exercisable and may be exercised at any time until all of the Prefunded Warrants issued in the private placement and inducement

transaction are exercised in full.

Each

Common Warrant is exercisable for one share of Common Stock at the exercise price of $0.76 per share of Common Stock (the “Common

Warrant Shares”). The Common Warrants are exercisable for cash immediately upon issuance and thereafter may be exercised at any

time until three (3) years after issuance. The Common Warrants may also be exercised on a cashless basis at any time beginning six (6)

months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus

contained therein is not available for, the resale of the Common Warrant Shares by the holder thereof and are subject to cancellation

by the Company if they are not exercised after certain specified trading criteria of the Common Stock is satisfied.

Each

holder’s ability to exercise its Prefunded Warrants in exchange for the applicable shares of Preferred Stock (the “Prefunded

Warrant Shares”) and Common Warrants in exchange for Common Warrant Shares, is subject to certain beneficial ownership limitations

set forth therein.

Transferable Rights

Agreement

In connection with the

Inducement Agreement, the Company has agreed to enter into a Transferable Rights Agreement with Exchanging Holders who elected to retain

Common Stock issuable above the Minimum Percentage of their Series E Warrants, pursuant to which, the Exchanging Holder will receive a

transferable right to exchange a number of shares of Common Stock equal to the number of retained shares for Series B-2 Preferred Stock,

at a ratio of 1-for-1 (each a “Right”). Exchanging Holders will not receive shares of Series B-2 Preferred Stock for any retained

shares at the closing of the Inducement Agreement. The Rights will have a term of three (3) years at which point they will expire. No

Rights may be transferred unless the number of shares of Common Stock that would be required to be delivered upon the exercise of such

Rights, at the time of the transfer, exceeds 13% of the number of shares of Common Stock that would be issued upon the exercise of outstanding

Series E Warrants held by the transferee, at the time of the transfer.

Exemption from Registration

The Preferred

Stock, Preferred Stock Shares (defined in Item 5.03 below), Prefunded Warrants, Prefunded Warrant Shares, Rights, Common Warrants,

and Common Warrant Shares are being offered in reliance upon the exemption from the registration

requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(1) thereof and/or Rule

506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuances of the Preferred Stock, Preferred Stock

Shares (defined in Item 5.03 below), Prefunded Warrants, Prefunded Warrant Shares, Common Warrants, and Common Warrant Shares have

not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or

an exemption from registration under the Securities Act and any applicable state securities laws.

Guaranty Agreement

In connection with the

SPA and the Inducement Agreement each DATS Subsidiary agreed to enter into a guaranty agreement (the “DATS Guaranty”) in favor

of, at any time, all persons who are, at such time, registered holders of shares of the Preferred Stock or Prefunded Warrants on the books

and records of the Company or its transfer agent, as applicable, and their respective permitted successors, assigns, and transferees who

become registered holders of Preferred Stock (the “Guaranteed Parties”). Pursuant to the DATS Guaranty, each DAT Subsidiary

has agreed to guarantee (a) all cash-payment obligations of the Company to the Guaranteed Parties under the Certificate of Designations,

the SPA, the Inducement Agreement and the other transaction documents in respect of the Preferred Stock or otherwise, whether now existing

or hereafter arising, including, without limitation: (i) all accrued and unpaid dividends (whether or not declared), including but not

limited to compounded dividends, with respect to the Preferred Stock, as and when payable under the Certificate of Designations; (ii)

cash due upon a holder’s redemption of Preferred Stock, if any, (iii) the Liquidation Preference, (as defined in the Certificate

of Designations), payable with respect to the Preferred Stock upon a liquidation event (as defined in the Certificate of Designations);

and (iv) any other monetary amount payable by the Company to any Guaranteed Party pursuant to the Certificate of Designations or the SPA

or any other transaction document related to the Offering; and (b) to the extent legally enforceable as a guaranty under applicable law,

the economic damages suffered by any Guaranteed Party as a result of the Company’s failure to honor any right of exercise or conversion

(or right associated therewith) of such Guaranteed Party under the Certificate of Designations, the Inducement Agreement, the Common Warrants

or Prefunded Warrants that is not susceptible to cash performance by Guarantor, in each case measured by the fair market value, on the

date of the Company’s failure, of the property the Company was required to deliver and failed to deliver.

Pursuant to the DATS

Guaranty, each Guaranteed Party agrees to the appointment KGPLA Holdings LLC ( “the Lead Investor”), as their representative

for the purposes of the following:

(i) distributing notices to the guarantors, including the DAT Subsidiaries. on behalf of the Guaranteed Parties;

(ii) delegating (in its reasonable discretion) all or any portion of the obligations and benefits of Lead Investor;

(iii) enforcing the DATS Guaranty against any or all guarantors subject to approval by Guaranteed Parties holding more than 50% of the aggregate

Liquidation Preference of the then-outstanding shares of Series B-1 Preferred Stock (the “Majority-in-Interest”);

(iv) holding any security interest, lien, pledge, account control, or other collateral package granted by any guarantor under or in connection

with the agreement for the ratable benefit of all Guaranteed Parties, and administering any enforcement or release of such collateral

at the direction of the Majority-in-Interest; and

(v) acting as the sole party with standing and authority to bring any enforcement action, suit, or proceeding with respect to the agreement.

No individual Guaranteed

Party has independent standing to sue any guarantor under the DAT Guaranty, but shall rely upon the Lead Investor for enforcement in accordance

with the DATS Guaranty. Upon an Event of Default, as defined in the DATS Guaranty, the Lead Investor, at the direction of the Majority-in-Interest

may declare all guaranteed obligations to be immediately due and payable.

In addition to certain

covenants and restrictions set forth in the DATS Guaranty, the DATS Subsidiaries have agreed to comply with the “Digital Asset Treasury

Procedures”, which means the procedures governing the management, custody, transfer, and disposition of assets held in the Digital

Asset Treasury, as defined in the DATS Guaranty, to be set forth in a separate instrument agreed upon by the Company and the holders representing

a majority of the outstanding shares of Series B-1 Preferred Stock, not later than thirty (30) days following the Initial Closing of the

SPA , which shall include both (a) the initial procedures for the establishment and contribution of assets to the Digital Asset Treasury

and (b) ongoing procedures for the maintenance, monitoring, and administration thereof

The DATS Guaranty will

terminate when all Guaranteed Obligations have been satisfied in full and no shares of Preferred Stock remain outstanding.

Registration Rights Agreement

In connection with the SPA and the Inducement

Agreement, the Company, Purchasers, and Exchanging Holders entered into a Registration Rights Agreement dated May 26, 2026, pursuant to

which the Company will agree to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”)

within thirty (30) days of the date of the Registration Rights Agreement, registering, as applicable, the resale of the Preferred Stock

Shares, Prefunded Warrant Shares, and Common Warrant Shares. The Registration Rights Agreement will also cover the registration of the

resale of the Preferred Stock Shares, Prefunded Warrant Shares, and Common Warrant Shares issuable to Purchasers and Exchanging Holders

who enter into the SPA or Inducement Agreement after the initial closing and prior to June 15, 2026.

The foregoing is only

a summary of the SPA, Inducement Agreement, Guaranty Agreement, Registration Rights Agreement, and Transferable Rights Agreement, and

does not purport to be a complete description thereof. Such descriptions are qualified in their entirety by reference to the SPA, Inducement

Agreement, Guaranty Agreement, Registration Rights Agreement, and Transferable Rights Agreement, copies of which are filed as Exhibits

10.1, 10.2, 10.3, 10.4, and 4.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02. Unregistered

Sales of Equity Securities.

To the extent required

by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.

Item 3.03. Material

Modification to Rights of Security Holders.

To the extent required

by Item 3.03 of Form 8-K, the information contained in Item 1.01 and 5.03 of this Current Report is incorporated herein by reference.

Item 5.03. Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Creation of Preferred

Stock

Designation

In connection with the Offering, the Company’s

Board of Directors (the “Board”) approved a certificate of designation (the “Series B-1 Certificate of Designation”)

fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of Series B-1 Convertible

Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), a newly created series of preferred stock

of the Company, which became effective upon its filing with the Secretary of State of the State of Delaware on May 26, 2026.

Also in connection with the Offering, the Board

approved a certificate of designation (the “Series B-2 Certificate of Designation” and together with the Series B-1 Certificate

of Designation, the “Certificate of Designations”) fixing the voting powers, designations, preferences and rights and the

qualifications, limitations or restrictions of Series B-2 Convertible Preferred Stock, par value $0.001 per share (the “Series B-2

Preferred Stock”), a newly created series of preferred stock of the Company, which became effective upon its filing with the Secretary

of State of the State of Delaware on May 26, 2026.

Of the Company’s 10,000,000 previously undesignated

shares of preferred stock, par value $0.001 per share, 5,000,000 shares were designated as Series B-1 Preferred Stock, and 5,000,000 shares

were designated as Series B-2 Preferred Stock as of May 26, 2026.

Exchange and Redemption

The Preferred Stock is exchangeable for shares

of Common Stock at the holder’s election such that each share of Preferred Stock is initially convertible into one share of Common

Stock, subject to adjustments set forth in the applicable Certificate of Designation.

Holders of Preferred Stock have the right to require

the Company to redeem all or any portion of such holder’s Preferred Stock for cash upon a Fundamental Transaction (including a Liquidation

Event), Delisting Event, Treasury Value Event, Warrant Ratchet Event, or Event of Default, as each term is defined in the relevant Certificate

of Designation. In addition, the Company may, at its option, require all outstanding shares of Series B-2 Preferred Stock, inclusive of

accrued dividends paid in cash, to convert into Common Stock (or prefunded warrants to purchase shares of Common Stock in lieu thereof)

after certain specified trading criteria is satisfied.

Annual Dividends

The Preferred Stock is entitled to an annual dividend

on the Preferred Stock’s Accumulated Liquidation Preference, defined below, and which shall be payable quarterly in arrears. Until

the first quarterly dividend payment required after the second anniversary of the initial issuance of the Preferred Stock, the Company

may, in its sole discretion, choose to pay dividends required under the Certificate of Designations in a dollar amount expressed as an

amount per shares of Preferred Stock, which amount will increase such Preferred Stock’s stated value. Following the second year

anniversary of the initial issuance of the Preferred Stock all dividend payments are required to be made in cash. The Series B-1 Preferred

Stock carries an annual dividend rate of 8% and the Series B-2 Preferred Stock carries an annual dividend rate of 6%.

Liquidation and Dividend Preferences

As defined in the Certificate of Designations,

the Series B-1 Preferred Stock has an “Initial Liquidation Preference” of $1.05 and an “Accumulated Liquidation Preference”

which equals $1.05 plus any and all dividends, and the Series B-2 Preferred Stock has an “Initial Liquidation Preference”

of $0.38 and an “Accumulated Liquidation Preference” which equals $0.38 plus any and all dividends.

The “Liquidation Preference” of the

Series B-1 Preferred Stock equals an amount equal to (x) 1.5 multiplied by (y) the Accumulated Liquidation Preference plus (z) accrued

and unpaid dividends, whether or not declared, that have not yet been compounded and added to the Accumulated Liquidation Preference.

The “Liquidation Preference” of the Series B-2 Preferred Stock equals an amount equal to the Accumulated Liquidation Preference

plus (z) accrued and unpaid dividends, whether or not declared, that have not yet been compounded and added to the Accumulated Liquidation

Preference.

Subject to a maximum distribution of two (2.0)

times the Liquidation Preference per share, the Series B-1 Preferred Stock ranks senior to Common Stock and Series B-2 Preferred Stock,

and the Series B-2 Preferred Stock ranks senior to Common Stock and junior to Series B-1 Preferred Stock with respect to the distribution

of assets upon the Company’s liquidation, dissolution or winding up, until such Preferred Stock has received an amount equal to

its Liquidation Preference, at which point holders of Preferred Stock will participate on a pro-rata as-converted basis with holders of

Common Stock in the distribution of any remaining assets of the Company available for distribution to stockholders.

In addition, the holders of Preferred Stock may

elect to receive the amounts they would have received upon the distribution of assets upon the Company’s liquidation, dissolution

or winding up, had such holder converted their Preferred Stock into Common Stock immediately prior to the liquidation event.

The Series B-1 Preferred Stock ranks senior to

Common Stock and Series B-2 Preferred Stock, and the Series B-2 Preferred Stock ranks senior to Common Stock and junior to Series B-1

Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively).

The Preferred Stock will rank senior to any class

or series of the Company’s stock whose terms do not expressly provide that such class or series will rank senior to, or equally

with, the Preferred Stock; and junior to any class or series of the Company’s stock whose terms expressly provide that such class

or series will rank senior to the Convertible Preferred Stock with respect to the (i) distribution of assets upon the Company’s

liquidation, dissolution or winding up, and (ii) payment of dividends (without regard to whether or not dividends accumulate cumulatively).

Pursuant to the Certificate of Designations, the

Company cannot issue capital stock that ranks senior to, or equally with, the Preferred Stock with respect to the (i) distribution of

assets upon the Company’s liquidation, dissolution or winding up, and (ii) payment of dividends (without regard to whether or not

dividends accumulate cumulatively), without the prior approval of holders representing a majority of the outstanding shares of Series

B-1 Preferred Stock.

Right to Vote with Holders of Common Stock

The holders of Preferred Stock will have the right

to vote together as a single class with the holders of Common Stock on each matter submitted for a vote or consent by the holders of Common

Stock, and (i) the Preferred Stock of each holder will entitle such holder to be treated as if such holder were the holder of record,

as of the record or other relevant date for such matter, of a number of shares of Common Stock equal to the number of shares of Common

Stock that would be issuable upon conversion of such Preferred Stock, subject to the terms of conversion in the Certificate of Designations,

assuming such Preferred Stock were converted on such record or other relevant date; and (ii) the holders will be entitled to notice of

all stockholder meetings or proposed actions by written consent in accordance with the Company’s Certificate of Incorporation, as

amended, Bylaws, and the Delaware General Corporation Law as if the holders were holders of Common Stock.

The foregoing is only a summary of the voting

powers, designations, preferences and rights and the qualifications, limitations or restrictions of the Series B-1 Preferred Stock and

Series B-2 Preferred Stock, and does not purport to be a complete description thereof. Such descriptions are qualified in their entirety

by reference to the Series B-1 Certificate of Designation and Series B-2 Certificate of Designation, copies of which are filed as Exhibits

3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 7.01. Regulation

FD Disclosure.

On May 26, 2026, the

Company issued a press release announcing the transactions. A copy of the press release is furnished herewith as Exhibit 99.1.

The

information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall

not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, except as

shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

and Disclaimer

This report contains

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Exchange Act. Words like “believe,” “expect,” “may,” “will,” and “would,”

or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although

not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on

reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that

actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s

actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well

as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to

maintain the listing of its securities on Nasdaq and comply with Nasdaq’s listing standards. All forward-looking statements speak

only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Designation of Series B-1 Preferred Stock

3.2

Certificate of Designation of Series B-2 Preferred Stock

4.1

Form of Series B-1 Prefunded Warrant

4.2

Form of Series B-2 Prefunded Warrant

4.3

Form of Series F Common Stock Purchase Warrant

4.4#

Form of Transferable Rights Agreement, and Form of Rights Certificate as Exhibit A

10.1#

Form of Securities Purchase Agreement, dated May 26, 2026

10.2#

Form of Warrant Inducement and Exchange Agreement, dated May 26, 2026

10.3

Form of Guaranty Agreement, dated May 26, 2026

10.4#

Form of Registration Rights Agreement, dated May 26, 2026

99.1

Press release dated May 26, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

BNB Plus Corp.

Date: May 27, 2026

By:

/s/ Clay Shorrock

Name:

Clay Shorrock

Title:

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2615620d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

BNB Plus Corp.

Certificate of Designations

Series B-1 Convertible Preferred Stock

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

The undersigned hereby certifies

that on May 19, 2026 the Board of Directors of BNB Plus Corp., a Delaware corporation (the “Company”), adopted

the following resolution designating and creating, out of the authorized and unissued shares of preferred stock of the Company, 5,000,000

authorized shares of a series of preferred stock of the Company titled the “Series B-1 Convertible Preferred Stock”:

RESOLVED that, pursuant

to the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws and applicable law, a series of preferred stock

of the Company titled the “Series B-1 Convertible Preferred Stock,” and having a par value of $0.001 per share and an

initial number of authorized shares equal to 5,000,000, is hereby designated and created out of the authorized and unissued shares of

preferred stock of the Company, which series has the rights, designations, preferences, voting powers and other provisions set forth

below:

Section 1.         Definitions.

“Accumulated Liquidation

Preference” means the Initial Liquidation Preference per share of Convertible Preferred Stock plus any and all Compounded Dividends.

“Affiliate”

of any Person means any Person, directly or indirectly, Controlling, Controlled by or under common Control with such Person.

“Beneficial Ownership

Limitation” means, with respect to any Holder, the limitation that such Holder may not convert any shares of Convertible Preferred

Stock to the extent that, after giving effect to such conversion, such Holder (together with its Affiliates and any other Persons whose

beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange

Act and the applicable regulations of the SEC) would beneficially own in excess of 4.99% (or, at the election of the applicable Holder

prior to the Initial Issue Date, 9.99% or 19.99%) of the number of shares of Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock upon such conversion (the “Maximum Percentage”). During any period in which

the Common Stock is not listed on an Eligible Market, Holder may increase or decrease the Maximum Percentage applicable to such Holder

by written notice to the Company; provided that (i) any such increase will not be effective until the sixty-first (61st)

day after such notice is delivered to the Company and (ii) any such increase or decrease shall apply only to such Holder and not

to any other Holder.

“Board of Directors”

means the Company’s board of directors or a committee of such board duly authorized to act on behalf of such board.

“Business Day”

means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law

or executive order to close or be closed.

“Bylaws”

means the Amended and Restated Bylaws of the Company, as the same may be further amended, supplemented or restated.

“Capital Stock”

of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents

of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“Certificate” means

any Physical Certificate or Electronic Certificate.

“Certificate of

Designations” means this Certificate of Designations, as amended or supplemented from time to time.

“Certificate of

Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as the same may be further amended,

supplemented or restated.

“Change of Control”

means any of the following events:

(a)            a

“person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company,

its Wholly Owned Subsidiaries or a Holder (together with its Affiliates), has become the direct or indirect “beneficial owner”

(as defined below) of shares of the Company’s Common Stock representing more than fifty percent (50%) of the voting power of all

of the Company’s then-outstanding common Stock; or (other than one effected in compliance with the terms of the Convertible Preferred

Stock and in which the Company’s stockholders own a majority of the voting power of the surviving or acquiring entity)

(b)            the

consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all

of the assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than to a wholly owned direct or indirect subsidiary;

or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share

exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is exchanged

for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided,

however, that any merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that directly

or indirectly “beneficially owned” (as defined below) the Company’s Common Stock immediately before such transaction

directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of the Common

Stock of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the

same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Change of Control pursuant

to this clause (b); and provided further, however, that the foregoing notwithstanding, a merger or consolidation of the Company

approved by the affirmative vote of the Requisite Holders shall not be deemed a Change of Control.

For the purposes of this

definition, (x) any transaction or event described in both clause (a) and in clause (b) above (without regard

to the proviso in clause (b)) will be deemed to occur solely pursuant to clause (b) above (subject to such proviso);

and (y) whether a Person is a “beneficial owner” and whether shares are “beneficially owned”

will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Close of Business”

means 5:00 p.m., New York City time.

“Code” means the

U.S. Internal Revenue Code of 1986, as amended.

“Common Stock”

means the common stock, $0.001 par value per share, of the Company, subject to Section 10(h).

“Common Stock Change Event”

has the meaning set forth in Section 10(h).

“Company”

has the meaning set forth in the preamble.

“Compounded Dividends”

has the meaning set forth in Section 5(a).

“Control”

(including its correlative meanings “under common Control with” and “Controlled by”) means, with respect to any

Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,

whether through ownership of securities or partnership or other interests, by contract or otherwise.

“Conversion Consideration”

means, with respect to the conversion of any Convertible Preferred Stock, the type and amount of consideration payable to settle such

conversion, determined in accordance with Section 10.

“Conversion Share”

means any share of Common Stock issued or issuable upon conversion of any Convertible Preferred Stock.

“Conversion Date”

means the date of an Optional Conversion.

“Conversion Price”

initially means $1.05; provided, however, that the Conversion Price is subject to adjustment pursuant to Section 10(f) and

Section 10(g). Each reference in this Certificate of Designations or the Convertible Preferred Stock to the Conversion Price

as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Price

immediately before the Close of Business on such date.

“Convertible Preferred Stock”

has the meaning set forth in Section 3(a).

“Daily VWAP”

means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “www.bloomberg.com” (or, if such page is not available, its equivalent successor

page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session

on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one (1) share of Common

Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment

banking firm the Board of Directors selects). The Daily VWAP will be determined without regard to after-hours trading or any other trading

outside of the regular trading session.

“Delisting Event”

means: (a) the Common Stock ceases to be listed or quoted on any Eligible Market; (b) the Company fails to maintain the listing

or quotation of the Common Stock on an Eligible Market; or (c) trading in the Common Stock is suspended, halted, or otherwise limited

such that holders are unable to sell shares in the public market for ten (10) consecutive trading days, in each case other than

due solely to market-wide trading halts.

“Depositary” means

The Depository Trust Company or its successor.

“Digital Assets”

means (a) cryptocurrencies, virtual currencies, digital currencies, coins, tokens and stablecoins; (b) native blockchain or

protocol assets; (c) tokenized securities, tokenized commodities and tokenized real-world assets; (d) utility tokens, governance

tokens, staking tokens, liquid staking tokens and wrapped, bridged or synthetic digital assets; (e) any digital or cryptographic

asset, property or store of value that is recorded, represented or transferred using distributed ledger technology, blockchain technology,

cryptographic systems or similar technology; (f) BNB-denominated trust units; (g) any rights to receive, acquire, stake, validate,

delegate, earn, mine or otherwise obtain any of the foregoing; (h) any proceeds, products, distributions, rewards, fees, interest,

yield, airdrops, forks or other property derived from or attributable to any of the foregoing; and (i) any replacements, substitutions,

modifications, successors or forks of any of the foregoing, in each case of (a) through (h), whether now existing or hereafter arising.

“Digital Asset Treasury”

means the immediately available liquid assets of the Company and its subsidiaries, including but not limited to any Digital Assets and

any cash at the DAT Subsidiaries; provided, however, that notwithstanding the foregoing the Digital Asset Treasury shall

be deemed not to include: (i) the General Proceeds; (ii) cash at the Company in an amount equal to $600,000; (iii) accounts

receivable of the Company in an amount equal to $700,000; and (iv) all operating cash flows attributable to the LineaRx business.

“Digital Asset Treasury

Procedures” means the procedures governing the management, custody, transfer, and disposition of assets held in the Digital

Asset Treasury, as set forth in a separate instrument agreed upon by the Company and the Requisite Holders not later than thirty (30)

days following the Initial Closing of the Purchase Agreement, which shall include both (a) the initial procedures for the establishment

and contribution of assets to the Digital Asset Treasury and (b) ongoing procedures for the maintenance, monitoring, and administration

thereof.

“Digital Asset Treasury

Subsidiary” means (i) Build & Build, LLC, a Delaware limited liability company and a wholly owned subsidiary

of the Company, (ii) BNBX Ltd., a wholly owned subsidiary organized under the laws of the British Virgin Islands and (iii) any

other wholly-owned subsidiary of the Company now existing or hereafter formed that is a guarantor party to the Guaranty or holds any

or all of the Digital Asset Treasury.

“Dividend”

means any Regular Dividend.

“Dividend Rights”

means the Holders’ rights under Section 5.

“Dividend Junior

Stock” means any class or series of the Company’s stock whose terms do not expressly provide that such class or series

will rank senior to, or equally with, the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether

or not dividends accumulate cumulatively). Dividend Junior Stock includes the Common Stock and the Series B-2 Preferred Stock.

“Dividend Parity

Stock” means any class or series of the Company’s stock (other than the Convertible Preferred Stock) whose terms expressly

provide that such class or series will rank equally with the Convertible Preferred Stock with respect to the payment of dividends (without

regard to whether or not dividends accumulate cumulatively).

“Dividend Senior

Stock” means any class or series of the Company’s stock whose terms expressly provide that such class or series will

rank senior to the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate

cumulatively).

“Electronic Certificate”

means any electronic book-entry maintained by the Transfer Agent that represents any share(s) of Convertible Preferred Stock.

“Eligible Market”

shall mean any of The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market,

the New York Stock Exchange, the NYSE American, the OTCQX Market, or the OTCQB Market (or any successor to any of the foregoing)

or, for a period no longer than 15 consecutive Trading Days, the OTCID Basic Market within the Pink Open

Market, while the Company’s application to the OTCQX or OTCQB is being processed. Notwithstanding the foregoing, any Delisting

Event triggered by a voluntary delisting of the Company from any Eligible Market that is approved in writing by the Requisite Holders

shall not be deemed a Delisting Event.

“Equity-Linked Securities”

means any rights, options or warrants to purchase or otherwise acquire (whether immediately, during specified times, upon the satisfaction

of any conditions or otherwise) any shares of Common Stock.

“Event of Default”

means the occurrence of any of the following: (a) the failure by the Company to pay when due any Dividend or redemption amount (including

without limitation any Participating Amount) required under this Certificate of Designations; (b) the failure by the Company to

comply with any covenant or agreement set forth in this Certificate of Designations (other than a failure covered by clause (a)), which

failure continues for ten (10) consecutive Business Days after written notice thereof from the Requisite Holders (without giving

effect to any other notice or cure period); or (c) any other material breach or default by the Company under any Transaction Document,

which breach or default remains uncured following any applicable notice or cure period explicitly set forth in the applicable Transaction

Document.

“Ex-Dividend Date”

means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade

on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution

(including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative

trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number

will not be considered “regular way” for this purpose.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended.

“Expiration

Date” has the meaning set forth in Section 10(f)(i)(2).

“Expiration Time”

has the meaning set forth in Section 10(f)(i)(2).

“Fundamental Transaction”

means (a) the occurrence of a “Fundamental Transaction”, as such term may be amended or supplemented from time to time,

or its equivalent, as defined or otherwise used in the Series E Warrants of the Company; or (b) unless explicitly approved

by the Requisite Holders in writing, any occurrence, eligibility or exercisability of a right of, direct or indirect redemption, purchase,

repurchase or other similar right under any agreement, security or other instrument of the Company (i) resulting in an obligation

of the Company (or any Subsidiary) to pay cash, distribute assets, incur indebtedness for such purpose or engage in any

substantially equivalent transaction (or the payment into or set aside for a sinking fund for such purpose) or (ii) which could

reasonably result in a material adverse effect on the capital stock of the Company held by the Holder.

“General Proceeds”

means proceeds from the sale and issuance of Series B-1 Preferred Stock and proceeds from the warrant exercise and exchange for

Series B-2 Preferred Stock as set forth in the Inducement Agreement, in an aggregate cumulative amount not in excess of $2,300,000.

“Holder”

means a person in whose name any Convertible Preferred Stock is registered in the Register.

“Holder Redemption”

means the redemption of any Convertible Preferred Stock by the Company pursuant to Section 7.

“Holder Redemption

Date” means the date fixed, pursuant to Section 7(a)(i), for the redemption of any Convertible Preferred Stock

by the Company pursuant to a Holder Redemption.

“Holder Redemption Demand”

has the meaning set forth in Section 7(a)(i).

“Holder Redemption

Price” means the cash price payable by the Company to redeem any share of Convertible Preferred Stock upon its Holder Redemption,

calculated pursuant to Section 7(a)(ii).

“Initial Issue Date”

means May 27, 2026

“Initial Liquidation

Preference” means $1.05 per share of Convertible Preferred Stock.

“Last Reported Sale

Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported,

the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last

bid prices and the average last ask prices per share) of the Common Stock on such Trading Day as reported in composite transactions for

the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed

on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid

price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar

organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the

mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from each of at least three nationally

recognized independent investment banking firms the Company selects in good faith.

“Lien”

means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien, charge,

claim, attachment, garnishment, levy or other restriction of any kind, whether arising by agreement, operation of law or otherwise, including

(i) any conditional sale or other title retention arrangement, (ii) any lease in the nature thereof, (iii) any agreement

to create, suffer, grant or permit any of the foregoing, and (iv) any restriction on the transfer, use or disposition of any asset

that has the economic effect of securing an obligation. For the avoidance of doubt, “Lien” shall include any arrangement

or transaction that has the practical effect of providing a creditor or counterparty with recourse to or priority in respect of any asset

or property, including through netting arrangements, set-off rights, margining, rehypothecation or similar arrangements, including any

arrangement that results in the segregation, earmarking or restriction of assets for the benefit of any creditor or counterparty. “Lien”

shall also include any asserted or pending claim, litigation, proceeding or demand that, if successful, could reasonably be expected

to result in the imposition of any of the foregoing on any asset or property of the Company or any Digital Asset Treasury Subsidiary.

“Liquidation Event”

means the occurrence or consummation of any of the following: (i) a liquidation, dissolution, or winding up of the Company;

or (ii) Change of Control.

“Liquidation Junior

Stock” means any class or series of the Company’s stock whose terms do not expressly provide that such class or series

will rank senior to, or equally with, the Convertible Preferred Stock with respect to the distribution of assets upon the Company’s

liquidation, dissolution or winding up. Liquidation Junior Stock includes the Common Stock and the Series B-2 Preferred Stock.

“Liquidation Parity

Stock” means any class or series of the Company’s stock (other than the Convertible Preferred Stock) whose terms expressly

provide that such class or series will rank equally with the Convertible Preferred Stock with respect to the distribution of assets upon

the Company’s liquidation, dissolution or winding up.

“Liquidation Preference”

means, with respect to the Convertible Preferred Stock, an amount equal to (x) 1.5 multiplied by (y) the Accumulated Liquidation

Preference plus (z) accrued and unpaid Dividends, whether or not declared, that have not yet been compounded and added to the Accumulated

Liquidation Preference.

“Liquidation Senior

Stock” means any class or series of the Company’s stock whose terms expressly provide that such class or series will

rank senior to the Convertible Preferred Stock with respect to the distribution of assets upon the Company’s liquidation, dissolution

or winding up.

“Officer”

means the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant

Treasurer, the Secretary, or any Vice-President of the Company.

“Open of Business”

means 9:00 a.m., New York City time.

“Optional Conversion”

means the conversion of any Convertible Preferred Stock pursuant to Section 10(b).

“Optional Conversion

Notice” means a notice, substantially in the form of Exhibit B attached hereto and incorporated herein,

delivered in connection with an Optional Conversion in accordance with Section 10(b)(ii).

“Participating Amount”

has the meaning set forth in Section 6.

“Permitted

Liens” means (i) Liens for taxes, assessments or other governmental charges not yet due and

payable or that are being contested in good faith by appropriate proceedings; (ii) statutory Liens of landlords, carriers, warehousemen,

mechanics, materialmen and other similar Liens arising in the ordinary course of business securing obligations not yet delinquent or

being contested in good faith; (iii) Liens incurred in the ordinary course of business in connection with workers’ compensation,

unemployment insurance and other social security legislation; (iv) ordinary course purchase money Liens and Liens securing rental

payments under operating or capital lease arrangements for amounts not yet due or payable; (v) Liens arising under applicable securities

laws in connection with the holding of securities in custody accounts; and (vi) such other Liens as may be approved in writing by

the Requisite Holders.

“Person”

or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,

joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division

or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Certificate

of Designations.

“Physical Certificate”

means any certificate (other than an Electronic Certificate) representing any share(s) of Convertible Preferred Stock, which certificate

is substantially in the form set forth in Exhibit A, registered in the name of the Holder of such share(s) and

duly executed by the Company and countersigned by the Transfer Agent.

“Record Date”

means, with respect to any dividend or distribution on, or issuance to holders of, Convertible Preferred Stock or Common Stock, the date

fixed (whether by law, contract or the Board of Directors or otherwise) to determine the Holders or the holders of Common Stock, as applicable,

that are entitled to such dividend, distribution or issuance.

“Redemption Event”

means a Fundamental Transaction (including a Liquidation Event), Delisting Event, Treasury Value Event, Warrant Ratchet Event or

Event of Default.

“Redemption Event

Notice” has the meaning set forth in Section 7(b).

“Reference Property”

has the meaning set forth in Section 10(h).

“Reference Property Unit”

has the meaning set forth in Section 10(h).

“Register” has the

meaning set forth in Section 3(e).

“Regular Dividends”

has the meaning set forth in Section 5(a)(i).

“Regular Dividend

Payment Date” means, with respect to any share of Preferred Stock, each March 31, June 30, September 30 and

December 31 of each year, beginning on the first such date occurring after the Initial Issue Date (or beginning on such other date

specified in the Certificate evidencing such share).

“Regular Dividend

Period” means each period from, and including, a Regular Dividend Payment Date (or, in the case of the first Regular Dividend

Period, from, and including, the Initial Issue Date) to, but excluding, the next Regular Dividend Payment Date.

“Regular Dividend

Rate” means 8.0% (eight percent) per annum.

“Regular Dividend

Record Date” has the following meaning: (a) March 15th, in the case of a Regular Dividend Payment Date

occurring on March 31st; (b) June 15th, in the case of a Regular Dividend Payment Date occurring

on June 30th; (c) September 15th, in the case of a Regular Dividend Payment Date occurring on September 30th;

and (d) December 15th, in the case of a Regular Dividend Payment Date occurring on December 31st.

“Requisite Holders”

is defined in Section 9(b)(i)

“Restricted Stock

Legends” means the legends substantially in the form set forth in Exhibit C.

“Rule 144”

means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

“Security” means

any Convertible Preferred Stock or Conversion Share.

“Series B-2

Preferred Stock” means the Company’s Series B-2 Convertible Preferred Stock.

“Subsidiary”

means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership or limited

liability company) of which more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of

any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power)

to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity

is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any

partnership or limited liability company where (x) more than fifty percent (50%) of the capital accounts, distribution rights, equity

and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company

are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the

form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (y) such Person

or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership

or limited liability company.

“Successor Person”

has the meaning set forth in Section 10(h).

“Tender/Exchange

Offer Valuation Period” has the meaning set forth in Section 10(f)(i)(2).

“Trading Day”

means any day on which (a) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange

on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,

on the principal other market on which the Common Stock is then traded; and (b) there is no VWAP Market Disruption Event. If the

Common Stock is not so listed or traded, then “Trading Day” means a Business Day.

“Transaction Document”

means any of this Certificate of Designations or the Certificate of Designations for the Series B-2 Preferred Stock, the Purchase

Agreement, the Warrant Agreements, the Guaranty, Inducement Agreement, and the Registration Rights Agreement.

“Transfer Agent”

means the Company or its successor.

“Transfer-Restricted

Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided,

however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(a)            such

Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration

statement that was effective under the Securities Act at the time of such sale or transfer;

(b)            such

Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available

exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to,

the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security”

(as defined in Rule 144); and

Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the Company

during the immediately preceding three (3) months, pursuant to Rule 144; and (ii) the Company has received such certificates

or other documentation or evidence as the Company may reasonably require to determine that the security is eligible for resale pursuant

to clause (c) and the Holder, holder or beneficial owner of such Security is not, and has not been during the immediately

preceding three (3) months, an Affiliate of the Company.

“Treasury Regulations”

means the Treasury regulations promulgated under the Code, as amended.

“Treasury

Value Event” means any date on which the US dollar value of the Digital Assets in the Company’s Digital Asset Treasury,

as determined in good faith by the Company based on publicly available market prices as of the applicable date, is less than 100% (one

hundred percent) of the value of the then applicable aggregate Liquidation Preference of the Convertible Preferred Stock on five

(5) or more consecutive Business Days, it being understood that the Company may, in its reasonable

discretion and without any consent of the Requisite Holders, enter into hedging transactions or convert assets in the Digital Asset Treasury

into US dollars or stablecoins recognized by the GENIUS Act in order to maintain the value of such liquid assets at or above such threshold.

“VWAP Market Disruption

Event” means, with respect to any date, (a) the failure by the principal U.S. national or regional securities exchange

on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,

the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date;

or (b) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed

on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or

in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any

time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day”

means a day on which (a) there is no VWAP Market Disruption Event; and (b) trading in the Common Stock generally occurs on

the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then

listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If

the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Warrant Agreement”

means the Series F Common Stock Purchase Warrant of the Company and the Pre-Funded Purchase Warrants of the Company issued in connection

with the Purchase Agreement and Inducement Agreement.

“Warrant Ratchet

Event” means: the occurrence of any adjustment, repricing, reset, or other modification to the exercise price, number of underlying

shares, or economic entitlement of any outstanding warrant (or similar Common Stock Equivalent) that results in an increase in the intrinsic

or economic value of such instrument to the holder thereof, in each case as a result of or in connection with:

(a) any issuance or

deemed issuance of equity securities of the Company at a price per share below the then-current exercise price (including any “Dilutive

Issuance” or similar concept);

(b) any formula or mechanism

that references, directly or indirectly, the trading price, volume-weighted average price, or lowest trading price of the Common Stock

over any period of time following such issuance, announcement, or event;

reverse stock split, recapitalization, or similar transaction where the resulting adjustment is based, in whole or in part, on post-event

market prices rather than purely proportional adjustments;

(d) any “variable

rate,” “floating conversion price,” or similar structure in which the effective exercise or conversion price is determined

by reference to future market prices of the Common Stock; or

(e) any transaction

or series of related transactions that has a substantially similar economic effect to any of the foregoing, including through the use

of options, convertible securities, or other derivative instruments;

Provided, however, that in

each case of clauses (a) through (e) above, excluding customary anti-dilution adjustments solely for stock splits, stock dividends,

combinations, reclassifications, or other proportional adjustments that preserve, but do not enhance, the intrinsic or economic value

of such instrument.

“Wholly Owned Subsidiary”

of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

Section 2.               Rules of

Construction. For purposes of this Certificate of Designations:

(a)            “or”

is not exclusive;

(b)            “including”

means “including without limitation”;

expresses a command;

(d)            the

“average” of a set of numerical values refers to the arithmetic average of such numerical values;

(e)            a

merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any

division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding

of any such division or allocation;

(f)             words

in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(g)            “hereof”

and other words of similar import refer to this Certificate of Designations as a whole and not to any particular Section or other

subdivision of this Certificate of Designations, unless the context requires otherwise;

(h)            references

to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and

(i)            the

exhibits, schedules and other attachments to this Certificate of Designations are deemed to form part of this Certificate of Designations.

Section 3.                The

Convertible Preferred Stock.

(a)            Designation;

Par Value. A series of stock of the Company titled the “Series B-1 Convertible Preferred Stock” (the “Convertible

Preferred Stock”) is hereby designated and created out of the authorized and unissued shares of preferred stock of the Company.

The par value of the Convertible Preferred Stock is $0.001 per share.

(b)            Number

of Authorized Shares. The total authorized number of shares of Convertible Preferred Stock is 5,000,000; provided, however

that, by resolution of the Board of Directors, the total number of authorized shares of Convertible Preferred Stock may hereafter be

reduced to a number that is not less than the number of shares of Convertible Preferred Stock then outstanding.

Dating and Denominations.

(i)            Form and

Date of Certificates Representing Convertible Preferred Stock. Each Certificate representing any Convertible Preferred Stock will

bear the legends required by Section 3(f) and may bear notations, legends or endorsements required by law, stock exchange

rule or usage or the Depositary.

(ii)            Certificates.

(1)            Generally.

The Convertible Preferred Stock will be originally issued initially in the form of one or more Physical Certificates. Physical Certificates

may be exchanged for Electronic Certificates, and Electronic Certificates may be exchanged for Physical Certificates upon request by

the Holder thereof pursuant to customary procedures.

(2)            Electronic

Certificates; Interpretation. For purposes of this Certificate of Designations, (A) each Electronic Certificate will be deemed

to include the text of the stock certificate set forth in Exhibit A; (B) any legend or other notation that is

required to be included on a Certificate pursuant to Section 3 (f) will be deemed to be included in any Electronic Certificate

notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (C) any reference

in this Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the

registration of the electronic book-entry representing such Electronic Certificate in the name of the applicable Holder; and (D) upon

satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws

of the Company, and any related requirements of the Transfer Agent, in each case for the issuance of Convertible Preferred Stock in the

form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the Company and countersigned

by the Transfer Agent.

(iii)            No

Bearer Certificates; Denominations. The Convertible Preferred Stock will be issued only in registered form and only in whole numbers

of shares.

(iv)            Registration

Numbers. Each Certificate representing any Convertible Preferred Stock will bear a unique registration number that is not affixed

to any other Certificate representing any other outstanding share of Convertible Preferred Stock.

(d)            Method

of Payment; Delay When Payment Date is Not a Business Day.

(i)            Method

of Payment. The Company will pay all cash amounts due on any Convertible Preferred Stock by check issued in the name of the Holder

thereof; provided, however, that if such Holder has delivered to the Company, no later than the time set forth in the next

sentence, a written request to receive payment by wire transfer to an account of such Holder within the United States, then the Company

will pay all such cash amounts by wire transfer of immediately available funds to such account. To be timely, such written request must

be delivered no later than the Close of Business on the following date: (x) with respect to the payment of any declared cash Participating

Amount, the related Record Date; and (y) with respect to any other payment, the date that is seven (7) calendar days immediately

before the date such payment is due.

(ii)            Delay

of Payment when Payment Date is Not a Business Day. If the due date for a payment on any Convertible Preferred Stock as provided

in this Certificate of Designations is not a Business Day, then, notwithstanding anything to the contrary in this Certificate of Designations,

such payment may be made on the immediately following Business Day and no interest, dividend or other amount will accrue or accumulate

on such payment as a result of the related delay. Solely for purposes of the immediately preceding sentence, a day on which the applicable

place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business

Day.”

(e)            Transfer

Agent; Register. The Company or any of its Subsidiaries may act as the Transfer Agent. The Company will, or will retain another Person

(who may be the Transfer Agent) to act as registrar who will, keep a record (the “Register”) of the names and addresses

of the Holders, the number of shares of Convertible Preferred Stock held by each Holder and the transfer, exchange, repurchase, redemption

and conversion of the Convertible Preferred Stock. Absent manifest error, the entries in the Register will be conclusive and the Company

and the Transfer Agent may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register

will be in written form or in any form capable of being converted into written form reasonably promptly. The Company will promptly provide

a copy of the Register to any Holder upon its request.

(f)            Legends.

(i)            Restricted

Stock Legend.

(1)            Each

Certificate representing any share of Convertible Preferred Stock that is a Transfer-Restricted Security will bear the Restricted Stock

Legend.

(2)            If

any share of Convertible Preferred Stock is issued in exchange for, in substitution of, or to effect a partial conversion of, any other

share(s) of Convertible Preferred Stock (such other share(s) being referred to as the “old share(s)” for purposes

of this Section 3(f)(i)(2)), including pursuant to Section 3(h) or Section 3(j), then the Certificate

representing such share will bear the Restricted Stock Legends if the Certificate representing such old share(s) bore the Restricted

Stock Legends at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable;

provided, however, that the Certificate representing such share need not bear the Restricted Stock Legends if such share

does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion Date, as

applicable.

(ii)            Other

Legends. The Certificate representing any Convertible Preferred Stock may bear any other legend or text, not inconsistent with this

Certificate of Designations, as may be required by applicable law or by any securities exchange or automated quotation system on which

such Convertible Preferred Stock is traded or quoted or as may be otherwise reasonably determined by the Company to be appropriate.

(iii)            Acknowledgement

and Agreement by the Holders. A Holder’s acceptance of any Convertible Preferred Stock represented by a Certificate bearing

any legend required by this Section 3(f) will constitute such Holder’s acknowledgement of, and agreement to comply

with, the restrictions set forth in such legend.

(iv)            Legends

on Conversion Shares.

(1)            Each

Conversion Share will bear legends substantially to the same effect as the Restricted Stock Legends if the Convertible Preferred Stock

upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted

Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such

legends if the Company determines, in its reasonable discretion, that such Conversion Share need not bear such legends.

(2)            Notwithstanding

anything to the contrary in Section 3(f)(iv)(1), a Conversion Share need not bear legends pursuant to Section 3(f)(iv)(1) if

such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company

takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to

enforce the transfer restrictions referred to in such legends.

(g)            Transfers

and Exchanges; Transfer Taxes; Certain Transfer Restrictions.

(i)            Provisions

Applicable to All Transfers and Exchanges.

(1)            Generally.

A Holder may, without the prior written consent of the Company, sell, assign, transfer, pledge or dispose of all or any portion of such

Holder’s shares of Convertible Preferred Stock in compliance with applicable law.

(2)            No

Services Charge; Transfer Taxes. The Company will not impose any service charge on any Holder for any transfer, exchange or conversion

of any Convertible Preferred Stock, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental

charge that may be imposed in connection with any transfer or exchange of Convertible Preferred Stock, other than exchanges pursuant

to Section 3(h) or Section 3(p) not involving any transfer.

(3)            No

Transfers or Exchanges of Fractional Shares. Notwithstanding anything to the contrary in this Certificate of Designations, all transfers

or exchanges of Convertible Preferred Stock must be in an amount representing a whole number of shares of Convertible Preferred Stock,

and no fractional share of Convertible Preferred Stock may be transferred or exchanged.

(4)            Legends.

Each Certificate representing any share of Convertible Preferred Stock that is issued upon transfer of, or in exchange for, another share

of Convertible Preferred Stock will bear each legend, if any, required by Section 3(f).

(5)            Settlement

of Transfers and Exchanges. Upon satisfaction of the requirements of this Certificate of Designations to effect a transfer or exchange

of any Convertible Preferred Stock as well as the delivery of all documentation reasonably required by the Transfer Agent or the Company

in order to effect any transfer or exchange, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable

but in no event later than the second (2nd) Business Day after the date of such satisfaction.

(ii)            Transfers

of Shares Subject to Redemption or Conversion. Notwithstanding anything to the contrary in this Certificate of Designations, the

Company will not be required to register the transfer of or exchange any share of Convertible Preferred Stock:

(1)            that

has been surrendered for conversion; or

(2)            as

to which a Holder Redemption Demand has been duly delivered, and not withdrawn, pursuant to Section 7, except to the extent

that the Company fails to pay the related Holder Redemption Price when due.

(h)            Exchange

and Cancellation of Convertible Preferred Stock to Be Converted or Redeemed.

(i)            Partial

Conversions and Redemptions of Certificates. If only a portion of a Holder’s Convertible Preferred Stock represented by a Certificate

(such Certificate being referred to as the “old Certificate” for purposes of this Section 3(h)(i)) is to be converted

pursuant to Section 10, repurchased or redeemed pursuant to Section 7, then, as soon as reasonably practicable

after such Certificate is surrendered for such conversion, repurchase or redemption, as applicable, the Company will cause such Certificate

to be exchanged for (1) one or more Certificates that each represent a whole number of shares of Convertible Preferred Stock and,

in the aggregate, represent a total number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred

Stock represented by such old Certificate that are not to be so converted, repurchased or redeemed, as applicable, and deliver such Certificate(s) to

such Holder; and (2) a Certificate representing a whole number of shares of Convertible Preferred Stock equal to the number of shares

of Convertible Preferred Stock represented by such old Certificate that are to be so converted, repurchased or redeemed, as applicable,

which Certificate will be converted, repurchased or redeemed, as applicable, pursuant to the terms of this Certificate of Designations;

provided, however, that the Certificate referred to in this clause (2) need not be issued at any time after

which such shares subject to such conversion, repurchased or redemption, as applicable, are deemed to cease to be outstanding pursuant

to Section 3(n).

(ii)            Cancellation

of Convertible Preferred Stock that Is Converted, Repurchased or Redeemed. If a Holder’s Convertible Preferred Stock represented

by a Certificate (or any portion thereof that has not theretofore been exchanged pursuant to Section 3(h)(i)) (such Certificate

being referred to as the “old Certificate” for purposes of this Section 3(h)(ii)) is to be converted pursuant

to Section 10, repurchased or redeemed pursuant to Section 7 or Section 8, then, promptly after the

later of the time such Convertible Preferred Stock is deemed to cease to be outstanding pursuant to Section 3(n) and

the time such Certificate is surrendered for such conversion, repurchased or redemption, as applicable, (A) such Certificate will

be cancelled pursuant to Section 3(l); and (B) in the case of a partial conversion, repurchased or redemption, the Company

will issue, execute and deliver to such Holder, and cause the Transfer Agent to countersign one or more Certificates that (x) each

represent a whole number of shares of Convertible Preferred Stock and, in the aggregate, represent a total number of shares of Convertible

Preferred Stock equal to the number of shares of Convertible Preferred Stock represented by such old Certificate that are not to be so

converted, repurchased or redeemed, as applicable; (y) are registered in the name of such Holder; and (z) bear each legend,

if any, required by Section 3(f).

(i)            Status

of Retired Shares. Upon any share of Convertible Preferred Stock ceasing to be outstanding, such share will be deemed to be retired

and to resume the status of an authorized and unissued share of preferred stock of the Company, and such share cannot thereafter be reissued

as Convertible Preferred Stock.

(j)            Replacement

Certificates. If a Holder of any Convertible Preferred Stock claims that the Certificate(s) representing such Convertible Preferred

Stock have been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and cause the Transfer

Agent to countersign, in each case in accordance with Section 3(c), a replacement Certificate representing such Convertible

Preferred Stock upon surrender to the Company or the Transfer Agent of such mutilated Certificate, or upon delivery to the Company or

the Transfer Agent of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Transfer Agent and the Company.

In the case of a lost, destroyed or wrongfully taken Certificate representing any Convertible Preferred Stock, the Company and the Transfer

Agent may require the Holder thereof to provide such security or indemnity that is reasonably satisfactory to the Company and the Transfer

Agent to protect the Company and the Transfer Agent from any loss that any of them may suffer if such Certificate is replaced. Every

replacement Convertible Preferred Stock issued pursuant to this Section 3(j) will, upon such replacement, be deemed

to be outstanding Convertible Preferred Stock, entitled to all of the benefits of this Certificate of Designations equally and ratably

with all other Convertible Preferred Stock then outstanding.

(k)            Registered

Holders. Only the Holder of any Convertible Preferred Stock will have rights under this Certificate of Designations as the owner

of such Convertible Preferred Stock.

(l)            Cancellation.

The Company may at any time deliver Convertible Preferred Stock to the Transfer Agent for cancellation. The Company will cause the Transfer

Agent to promptly cancel all shares of Convertible Preferred Stock so surrendered to it in accordance with its customary procedures.

(m)            Shares

Held by the Company or its Affiliates. Without limiting the generality of Section 3(o) and Section 3(n),

in determining whether the Holders of the required number of outstanding shares of Convertible Preferred Stock have concurred in any

direction, waiver or consent, shares of Convertible Preferred Stock owned by the Company or any of its Subsidiaries will be deemed not

to be outstanding.

(n)            Outstanding

Shares.

(i)            Generally.

The shares of Convertible Preferred Stock that are outstanding at any time will be deemed to be those shares of Convertible Preferred

Stock that, at such time, have been duly executed by the Company and countersigned by the Transfer Agent, excluding those shares of Convertible

Preferred Stock that have theretofore been (1) cancelled by the Transfer Agent or delivered to the Transfer Agent for cancellation

in accordance with Section 3(l); (2) paid in full upon their conversion, repurchase or redemption in accordance with

this Certificate of Designations; or (3) deemed to cease to be outstanding to the extent provided in, and subject to, Section 3(n)(ii),

Section 3(n)(iii), or Section 3(n)(iv) of this Section 3(n).

(ii)           Replaced

Shares. If any Certificate representing any share of Convertible Preferred Stock is replaced pursuant to Section 3(j),

then such share will cease to be outstanding at the time of such replacement, unless the Transfer Agent and the Company receive proof

reasonably satisfactory to them that such share is held by a “bona fide purchaser” under applicable law.

(iii)          Shares

to Be Redeemed. If, on a Holder Redemption Date, the Company has segregated, solely for the benefit of the applicable Holders, consideration

in kind and amount that is sufficient to pay the aggregate Holder Redemption Price due on such date, then (unless there occurs a default

in the payment of the Holder Redemption Price) (1) the Convertible Preferred Stock to be redeemed on such date will be deemed, as

of such date, to cease to be outstanding (without limiting the Company’s obligations pursuant to Section 5); and (2) the

rights of the Holders of such Convertible Preferred Stock, as such, will terminate with respect to such Convertible Preferred Stock,

other than the right to receive the Holder Redemption Price, as applicable, as provided in Section 7 (and, if applicable,

declared Participating Amounts as provided in Section 6).

(iv)          Shares

to Be Converted. If any Convertible Preferred Stock is to be converted, then, at the Close of Business on the Conversion Date for

such conversion (unless there occurs a default in the delivery of the Conversion Consideration due pursuant to Section 10 upon

such conversion): (1) such Convertible Preferred Stock will be deemed to cease to be outstanding (without limiting the Company’s

obligations pursuant to Section 5); and (2) the rights of the Holders of such Convertible Preferred Stock, as such,

will terminate with respect to such Convertible Preferred Stock, other than the right to receive such Conversion Consideration as provided

in Section 10 (and, if applicable, declared Participating Amounts as provided in Section 6).

(o)            Repurchases

by the Company and its Subsidiaries. Without limiting the generality Section 3(l) and the next sentence, the Company

may, from time to time, repurchase Convertible Preferred Stock from Holders in negotiated transactions without delivering prior notice

to other Holders. The Company will promptly deliver to the Transfer Agent for cancellation all Convertible Preferred Stock that the Company

or any of its Subsidiaries have purchased or otherwise acquired.

(p)            Notations

and Exchanges. Without limiting any rights of Holders pursuant to Section 9, if any amendment, supplement or waiver to

the Certificate of Incorporation or this Certificate of Designations changes the terms of any Convertible Preferred Stock, then the Company

may, in its discretion, require the Holder of the Certificate representing such Convertible Preferred Stock to deliver such Certificate

to the Transfer Agent so that the Transfer Agent may place an appropriate notation prepared by the Company on such Certificate and return

such Certificate to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Convertible Preferred Stock,

issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section 3(c), a

new Certificate representing such Convertible Preferred Stock that reflects the changed terms. The failure to make any appropriate notation

or issue a new Certificate representing any Convertible Preferred Stock pursuant to this Section 3(p) will not impair

or affect the validity of such amendment, supplement or waiver.

(q)            CUSIP

and ISIN Numbers. The Company may use one or more CUSIP or ISIN numbers to identify any of the Convertible Preferred Stock, and,

if so, the Company will use such CUSIP or ISIN number(s) in notices to Holders; provided, however, that the effectiveness

of any such notice will not be affected by any defect in, or omission of, any such CUSIP or ISIN number.

Section 4.               Ranking.

(a)            The

Convertible Preferred Stock will rank (a) senior to (i) Dividend Junior Stock with respect to the payment of dividends; and

(ii) Liquidation Junior Stock with respect to the distribution of assets upon any Liquidation Event; and (b) equally with (i) Dividend

Parity Stock with respect to the payment of dividends; and (ii) Liquidation Parity Stock with respect to the distribution of assets

upon any Liquidation Event. For the avoidance of doubt, the issuance of Dividend Parity Stock, Dividend Senior Stock, Liquidation Parity

Stock or Liquidation Senior Stock is prohibited without the prior approval of the Requisite Holders in accordance with Section 9

hereof.

(b)            Priority

Acknowledgment. For the avoidance of doubt, the Convertible Preferred Stock ranks senior to the Series B-2 Preferred Stock with

respect to (i) the payment of dividends, (ii) payment of amounts (other than Participating Amounts) due in connection with

optional redemption by holders of Convertible Preferred Stock, and (iii) the distribution of assets upon any Liquidation Event (other

than Participating Amounts). The Series B-2 Preferred Stock constitutes Liquidation

Junior Stock and Dividend Junior Stock (but is not included in Liquidation Junior Stock or Dividend Junior Stock for purposes of the

restrictions on Distributions set forth in Section 9(b)(i)(5)).

Section 5.               Dividends.

(a)            Regular

Dividends.

(i)            Accumulation

and Payment of Regular Dividends. The Convertible Preferred Stock will accumulate cumulative dividends at a rate per annum equal

to the Regular Dividend Rate on the then Accumulated Liquidation Preference in respect of the Convertible Preferred Stock, whether or

not declared (and including, for the avoidance of doubt, any In-Kind Dividend Payments with respect of the Convertible Preferred Stock

which have been added to the Liquidation Preference pursuant to Section 5(b)(i) on a compounding basis (the “Compounded

Dividends”) thereof (calculated in accordance with Section 5(a)(ii)), regardless of whether or not declared or

funds are legally available for their payment (such dividends that accumulate on the Preferred Stock pursuant to this sentence, “Regular

Dividends”). Subject to the other provisions of this Section 5 (including, for the avoidance of doubt, Section 5(b)(i)),

such Regular Dividends will be payable quarterly in arrears on each Regular Dividend Payment Date, to the Holders as of the Close of

Business on the immediately preceding Regular Dividend Record Date. Regular Dividends on the Convertible Preferred Stock will accumulate

daily from, and including, the last date on which Regular Dividends have been paid (or, if no Regular Dividends have been paid, from,

and including, the Initial Issue Date) to, but excluding, the next Regular Dividend Payment Date.

(ii)           Computation

of Accumulated Regular Dividends. Regular Dividends will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Regular Dividends on each share of Convertible Preferred Stock will accrue on the then Accumulated Liquidation Preference (whether or

not declared) of such share as of immediately before the Close of Business on the preceding Regular Dividend Payment Date (or, if there

is no preceding Regular Dividend Payment Date, on the Initial Issue Date of such share).

(b)            Calculation

of Regular Dividends.

(i)            Generally.

Regular Dividends shall be payable in cash; provided, however, that during the period from, and including, the Initial Issue Date until,

but excluding, the Regular Dividend Payment Date next following the second anniversary of the Initial Issue Date (the “PIK Period”),

Dividends may be paid, in the Company’s sole discretion, in the dollar amount (expressed as an amount per share of Convertible

Preferred Stock) of each Regular Dividend on the Convertible Preferred Stock (whether or not declared) that has accumulated on the Convertible

Preferred Stock in respect of the Regular Dividend Period ending on, but excluding, a Regular Dividend Payment Date (each an “In-Kind

Dividend Payment”). During the PIK Period, any cash payments for Regular Dividends not received before the Close of Business

on the related Regular Dividend Payment Date, shall be construed at the Company’s election to pay such Regular Dividend as an In-Kind

Dividend Payment, which will be added, effective immediately before the Close of Business on the related Regular Dividend Payment Date,

to the then Accumulated Liquidation Preference of each share of Preferred Stock outstanding as of such time on a compounding basis. Such

addition (if any) will occur automatically, without the need for any action on the part of the Company or any other Person. Following

the expiration of the PIK Period, Regular Dividends shall be payable in cash.

(ii)           Construction.

Any In-Kind Dividend Payments added to the Accumulated Liquidation Preference of any share of Convertible Preferred Stock pursuant to

Section 5(b)(i) for any Dividends will be deemed to be “declared” and “paid” on such share of

Convertible Preferred Stock for all purposes of this Certificate of Designations.

of Dividends Upon Redemption. If the Holder Redemption Date of any share of Convertible Preferred Stock is after a Record Date for

a declared Dividend on the Convertible Preferred Stock and on or before the next Dividend Payment Date, then the Holder of such share

at the Close of Business on such Record Date will be entitled, notwithstanding the related Holder Redemption to receive, on or, at the

Company’s election, before such Dividend Payment Date, such Dividend on such share. In addition, if the Holder Redemption Date

of any share of Convertible Preferred Stock is after a Regular Dividend Payment Date, then the Holder of such share on such applicable

date will be entitled, notwithstanding the related Holder Redemption, to receive, on such applicable date the amount of the Regular Dividend

accrued since the preceding Regular Dividend Payment Date up through such applicable date (including, without duplication, any Regular

Dividend not yet paid or compounded).

(d)            Dividend

Priority. For the avoidance of doubt, Dividends on the Convertible Preferred Stock shall be paid in full before any Dividends are

declared or paid on the Series B-2 Preferred Stock. The Company shall not declare or pay any Dividend on the Series B-2 Preferred

Stock unless all accrued and unpaid Dividends on the Convertible Preferred Stock have been paid in full or set aside for payment. To

the extent that funds available for the payment of Dividends are insufficient to pay Dividends on both the Convertible Preferred Stock

and the Series B-2 Preferred Stock in full, Dividends on the Convertible Preferred Stock shall be paid first, and any remaining

funds shall be applied to the payment of Dividends on the Series B-2 Preferred Stock.

Section 6.               Rights

Upon Liquidation, Dissolution or Winding Up.

(a)            Generally.

Upon any Liquidation Event, then, subject to the rights of any of the Company’s creditors, each share of Convertible Preferred

Stock will entitle the Holder thereof to receive payment in cash of the then applicable Liquidation Preference per share of Convertible

Preferred Stock, before any such assets or funds are distributed to, or set aside for the benefit of, any Liquidation Junior Stock.

(b)            Participation.

Following the payment in full of the Liquidation Preference to the Holders pursuant to clause (a) and

the payment in full of the liquidation preference pursuant to Section 6(a) of the Series B-2 Preferred Stock, the Holders

shall be entitled to participate, together with the holders of Common Stock (and any other capital stock

of the Company entitled to participate therein as stockholders), in any remaining assets of the Company available for distribution to

stockholders, on a pro-rata as-converted basis, as if the shares of Convertible Preferred Stock had been converted into Common Stock

immediately prior to such Liquidation Event (such participation rights, the “Participating Amount”); provided that

the aggregate amount of consideration payable or otherwise deliverable with respect to each share of Convertible Preferred Stock pursuant

to this Section 6 (including, without limitation, amounts paid pursuant to Section 6(a) and Section 6(b))

shall not exceed two (2.0) times the Liquidation Preference per share (the “Maximum Return”). For the avoidance of

doubt, and without limiting the ability of a Holder to convert Convertible Preferred Stock into Common Stock in accordance with the terms

of Section 10 or a Holder’s rights pursuant to Section 6(c), once a Holder has received aggregate consideration

pursuant to this Section 6 equal to the Maximum Return with respect to any share of Convertible Preferred Stock, such share

shall cease to participate in any further distributions in connection with such Liquidation Event.

Alternative. Notwithstanding the foregoing, in lieu of receiving the amounts described in Sections 6(a) and 6(b), each

Holder shall have the right, at its election, to receive the amount such holder would have received if such holder had converted such

share of Convertible Preferred Stock into Common Stock immediately prior to the consummation of the Liquidation Event pursuant to Section 10.

The Company shall provide reasonable prior written notice of any Liquidation Event, including a good faith estimate of the consideration

payable under each alternative described herein.

(d)            Liquidation

Priority. For the avoidance of doubt, upon any Liquidation Event, the Liquidation Preference of all outstanding shares of Convertible

Preferred Stock shall be paid in full before any distribution is made to holders of Series B-2 Preferred Stock or Liquidation Junior

Stock; provided, however, in the event that any Holder of Convertible Preferred Stock does not exercise its optional redemption right,

or is otherwise not immediately eligible for payment of the Liquidation Preference with respect to its Convertible Preferred Stock, (i) the

Company shall segregate, solely for the benefit of the applicable Holders, consideration in kind and amount that is sufficient to pay

the applicable Liquidation Preferences due with respect and (ii) the rights of the Holders of such Convertible Preferred Stock,

as such, will terminate with respect to such Convertible Preferred Stock, other than the right to receive the Holder Redemption Price,

as applicable, as provided in Section 7 (and, if applicable, declared Participating Amounts as provided in Section 6).

No distribution shall be made to holders of Series B-2 Preferred Stock or Liquidation Junior Stock upon any Liquidation Event unless

and until the Liquidation Preference of all outstanding shares of Convertible Preferred Stock has been paid in full or segregated in

accordance with the immediately preceding sentence.

Section 7.                Holder

Redemption.

(a)            Mandatory

Redemption Upon Holder’s Option. Subject to the terms of this Section 7(a) and the Delaware General Corporation

Law, each Holder shall have the right, at any time and from time to time following the occurrence of a Redemption Event, to require the

Company to redeem all or any portion of such Holder’s Convertible Preferred Stock for a cash purchase price equal to the Holder

Redemption Price (a “Holder Redemption”).

(i)            Redemption

Demand; Mandatory Redemption Date. In order to exercise a Holder Redemption, Holder shall deliver to the Company, at its principal

executive offices, a written notice (a “Holder Redemption Demand”) specifying (1) that such Holder elects to

have the Company redeem shares of Convertible Preferred Stock held by such Holder, (2) the number of shares to be so redeemed, which

may be all or any portion of the shares of Convertible Preferred Stock then held by such Holder, and (3) the Business Day on which

such redemption is to occur (the “Holder Redemption Date”); provided that the Holder Redemption Date shall

be a Business Day that is not earlier than five (5) Business Days nor later than thirty (30) Business Days after the date on which

the Holder Redemption Demand is delivered to the Company, or such other date as the Company and such Holder may mutually agree.

(ii)           Holder

Redemption Price. On each Holder Redemption Date, subject to Section 7(a)(iv), the Company shall redeem the number of shares

of Convertible Preferred Stock specified in the applicable Holder Redemption Demand by paying to such Holder, in cash, by wire transfer

of immediately available funds, an amount (the “Holder Redemption Price”) equal to the Liquidation Preference of such

share, and, solely to the extent the applicable Redemption Event arises from or in connection with a Liquidation Event or a Fundamental

Transaction that would generate distributable proceeds, any Participating Dividends that would be payable pursuant to Section 6(b) (subject

to the Maximum Return)) on such share to, but excluding, the applicable Holder Redemption Date in accordance with Section 5(c).

(iii)          Surrender

of Certificates. On or before the applicable Holder Redemption Date, each Holder electing a Holder Redemption shall surrender to

the Company at its principal executive offices the certificate or certificates, if any, representing the shares of Convertible Preferred

Stock to be redeemed, (or if such shares held as an Electronic Certificate, shall comply with the applicable procedures of the Company's

Transfer Agent). Upon receipt of such certificate(s) or confirmation of book-entry transfer and payment of the Holder Redemption

Price in respect of such shares in accordance with Sections 7(a)(ii) and 7(c), the shares so redeemed shall be canceled and shall

no longer be outstanding.

(iv)          Limitations;

Insufficient Legally Available Funds. (i) Notwithstanding anything to the contrary contained herein, the Company shall not be

required to redeem any shares of Convertible Preferred Stock pursuant to this Section 7(a)(iv) to the extent that such redemption

would violate the Delaware General Corporation Law or any other applicable law governing distributions to stockholders or applicable

exchange rules, (ii) in the event that, as of any Holder Redemption Date, the aggregate funds of the Company legally available for

the redemption of shares of Convertible Preferred Stock pursuant to this Section 7(a)(iv) are insufficient to redeem in full

all shares of Convertible Preferred Stock that are subject to Holder Redemption on such date, whether pursuant to one or more Holder

Redemption Demands outstanding, the Company shall (A) redeem pro rata among all holders who have delivered Holder Redemption Demands

to the extent of such legally available funds, the maximum number of shares of Convertible Preferred Stock that can be redeemed with

such funds at the applicable Holder Redemption Price and, thereafter, from time to time as funds become legally available for the redemption

of such shares in accordance with the Delaware General Corporation Law, promptly redeem the balance of the shares of Convertible Preferred

Stock then subject to Holder Redemption, pro rata among the holders remaining entitled to redemption, at the applicable Holder Redemption

Price. The shares of Convertible Preferred Stock not redeemed on any Holder Redemption Date as a result of the limitations in this Section 7(a)(iv) shall

remain outstanding and shall continue to be entitled to all of the rights and preferences provided herein, including the right to future

Holder Redemption in accordance with this Section 7.

(v)           Conversion

in Lieu of Cash Redemption. To the extent that cash redemption of any shares of Convertible Preferred Stock is prohibited by the

Delaware General Corporation Law, the applicable Holder may, at its election, convert all or any portion of such shares into shares of

Common Stock in accordance with Section 10 in lieu of receiving a cash redemption payment for such portion. Any portion of the Convertible

Preferred Stock that is neither redeemed nor converted pursuant to this Section 7(a)(v) shall remain outstanding and shall

continue to accrue dividends, and the Company shall redeem such remaining portion as soon as legally available funds become available.

(vi)          Individual

Holder Right. The Holder Redemption right, set forth in this Section 7, is a separate and individual right of each Holder and

may be exercised from time to time at the election of any such Holder with respect to all or any portion of the shares of Convertible

Preferred Stock then held by such Holder, without the consent of any other Holder and whether or not any other Holder elects to exercise

such right. No vote or consent of the Holders of Convertible Preferred Stock, voting together or separately as a class, shall be required

for any individual Holder to exercise its Holder Redemption right pursuant to this Section 7.

(b)            Redemption

Event Notice by Company. Upon the occurrence of a Redemption Event (or, if earlier, upon the Company determining in good faith that

a Redemption Event is reasonably likely to occur), the Company will send to each Holder a notice of such Redemption Event (a “Redemption

Event Notice”) containing the information set forth below:

(i)            briefly,

the events comprising a Redemption Event;

(ii)           the

effective date of such Redemption Event;

(iii)          the

Holder Redemption Price per share of Convertible Preferred Stock as of the date of such Redemption Event;

(iv)          the

Conversion Price in effect on the date of such Redemption Event Notice and a description and quantification of any adjustments to the

Conversion Price that may result from such Redemption Event;

(vi)          that

shares of Convertible Preferred Stock for which a Holder Redemption Demand has been duly tendered and not duly withdrawn must be delivered

to the Company for the Holder thereof to be entitled to receive the Holder Redemption Price;

(vii)          that

shares of Convertible Preferred Stock that are subject to a Holder Redemption Demand that has been duly tendered may be converted only

if such Holder Redemption Demand is withdrawn in accordance with this Certificate of Designations; and

(viii)        the

CUSIP and ISIN numbers, if any, of the Convertible Preferred Stock.

The failure of the Company to

deliver any Redemption Event Notice shall not impair, limit or otherwise affect the rights of any Holder to exercise any right or remedy

arising as a result of such Redemption Event, including, without limitation, the right to require redemption pursuant to the terms hereof,

nor shall such failure delay the time at which any such rights become exercisable.

of the Holder Redemption Price. The Company will cause the Holder Redemption Price for each share of Convertible Preferred Stock

to be redeemed pursuant to a Holder Redemption to be paid to the Holder thereof on or before the later of (i) ten (10) Business

Days following the Company’s receipt of the applicable Holder Redemption Demand; and (ii) the date such share of Convertible

Preferred Stock is tendered to the Transfer Agent or the Company.

(d)            Redemption

Priority. For the avoidance of doubt, upon any Holder Redemption, the Holder Redemption Price for all shares of Convertible Preferred

Stock subject to Holder Redemption shall be paid in full before any Holder Redemption Price is paid to holders of Series B-2 Preferred

Stock; provided, however, in the event that any Holder of Convertible Preferred Stock does not exercise its optional redemption right,

or is otherwise not immediately eligible for payment of the Liquidation Preference with respect to its Convertible Preferred Stock, (i) the

Company shall segregate, solely for the benefit of the applicable Holders, consideration in kind and amount that is sufficient to pay

the applicable Liquidation Preferences due with respect thereto plus all accrued and unpaid dividends, whether or not declared (and including,

for the avoidance of doubt, any Compounded Dividends) and (ii) the rights of the Holders of such Convertible Preferred Stock, as

such, will terminate with respect to such Convertible Preferred Stock, other than the right to receive the Holder Redemption Price, as

applicable, as provided in Section 7 (and, if applicable, declared Participating Amounts as provided in Section 6). If on any

Holder Redemption Date, funds legally available for redemption are insufficient to redeem (or segregate in accordance with the immediately

sentence) in full all shares of Convertible Preferred Stock and Series B-2 Preferred Stock that are subject to Holder Redemption

on such date, the Company shall first redeem shares of Convertible Preferred Stock (or segregate in accordance with the immediately preceding

sentence) pro rata among holders thereof until all such shares are redeemed in full, and only thereafter redeem shares of Series B-2

Preferred Stock pro rata among holders thereof.

Section 8.               [RESERVED]

Section 9.                Voting

Rights.

(a)            Right

to Vote with Holders of Common Stock on an As-Converted Basis. Subject to the other provisions of, and without limiting the other

voting rights provided in, this Section 9, and except as provided in the Certificate of Incorporation or required by the

Delaware General Corporation Law, the Holders will have the right to vote together as a single class with the holders of the Common Stock

on each matter submitted for a vote or consent by the holders of the Common Stock, and, for these purposes, (i) the Convertible

Preferred Stock of each Holder will entitle such Holder to be treated as if such Holder were the holder of record, as of the record or

other relevant date for such matter, of a number of shares of Common Stock equal to the number of shares of Common Stock that would be

issuable (determined in accordance with Section 10(e), including Section 10(e)(ii), but without regarding to

Section 10(e)(iii)) upon conversion of such Convertible Preferred Stock assuming such Convertible Preferred Stock were converted

with a Conversion Date occurring on such record or other relevant date; and (ii) the Holders will be entitled to notice of all stockholder

meetings or proposed actions by written consent in accordance with the Certificate of Incorporation, the Bylaws of the Company, and the

Delaware General Corporation Law as if the Holders were holders of Common Stock.

(b)            Voting

and Consent Rights with Respect to Specified Matters.

(i)            Generally.

Subject to the other provisions of this Section 9, while any Convertible Preferred Stock is outstanding, each of the following

events will require, and cannot be effected without, the affirmative vote or consent of Holders representing a majority of the outstanding

shares of Convertible Preferred Stock (the “Requisite Holders”):

(1)            authorization

or issuance of additional shares of Convertible Preferred Stock or Series B-2 Preferred Stock or any amendment or modification of

the Certificate of Incorporation to authorize or create, or to increase the authorized number of shares of, any class or series of, or

Equity-Linked Security or other equity interest convertible into, Dividend Parity Stock, Liquidation Parity Stock, Dividend Senior Stock

or Liquidation Senior Stock;

(2)            any

amendment, modification or repeal of any provision of the Certificate of Incorporation, Bylaws or this Certificate of Designations that

adversely affects the rights, preferences or voting powers of the Convertible Preferred Stock (other than an amendment, modification

or repeal permitted by Section 9(b)(ii));

(3)            consummation

of a Liquidation Event or Fundamental Transaction unless (x) the aggregate consideration payable pursuant to such Liquidation Event

or Fundamental Transaction equals or exceeds the Liquidation Preference payable to the Holders and the holders of Series B-2 Preferred

Stock and (y) the Holders, and the holders of Series B-2 Preferred Stock, may elect to be paid the Liquidation Preference in

cash (or other liquid assets that may be held in the Digital Asset Treasury);

(4)            creation,

issuance, or designation of any new class or series of Capital Stock ranking senior to or pari passu with the Convertible Preferred Stock

with respect to liquidation preference or dividends;

(5)            declaration

or payment of any dividends or distributions upon, or redemptions, repurchases or other acquisitions of Dividend Junior Stock or Liquidation

Junior Stock (“Distributions”) other than the payment of Dividends on the Series B-2 Preferred Stock;

(6)            direct

or indirect redemption, repurchase or other acquisition through the payment of cash, distribution of assets, incurrence of indebtedness

for such purpose, or any substantially equivalent transaction (or the payment into or set aside for a sinking fund for such purpose)

of any shares of Junior Stock or Parity Stock, except for (i) repurchases of Common Stock from employees, officers, directors or

consultants of the Company or its subsidiaries pursuant to equity incentive plans or agreements approved by the Board, or (ii) other

repurchases expressly approved in writing by the Requisite Holders.

(7)            direct

or indirect creation, incurrence, assumption or allowance to exist of any Lien on (x) any assets of

the Digital Asset Treasury Subsidiary, except for Liens permitted pursuant to the Digital Asset Treasury Procedures and arising in connection

with custody, staking, or other customary operational arrangements in the ordinary course of business that do not secure indebtedness

for borrowed money or (y) any other assets or property of the Company or any Subsidiary, whether now owned or hereafter, acquired

other than in the case of this clause (y), Permitted Liens.

(8)            distribution

of any material asset from the Digital Asset Treasury, including the transfer of assets to counterparties (including protocols) not in

compliance with the Digital Asset Treasury Procedures, or any failure to house all Digital Assets and designated cash of the Company

and its Subsidiaries (other than General Proceeds) in a Digital Asset Treasury Subsidiary (such that all such assets remain subject to

the Guaranty).

(9)            incurrence,

assumption, or guarantee of indebtedness for borrowed money in excess of $1,000,000 in the aggregate other than: (a) trade payables

and operating liabilities incurred in the ordinary course not exceeding $1,000,000 in the aggregate; and (b) indebtedness existing

as of Closing and disclosed in the Transaction Documents.

(10)          any

action with respect to any Digital Asset Treasury Subsidiary of the Company that, if taken by the Company, would require approval of

the Requisite Holders pursuant to the protective provisions set forth in clauses (1) through (9) above.

(11)          waive,

or otherwise permit to exist and continue, an Event of Default; provided that any cure or waiver of such Event of Default in accordance

with the terms of the applicable Transaction Document shall automatically cure the corresponding cross-default hereunder.

(12)          with

respect to any Digital Asset Treasury Subsidiary: (A) the formation, dissolution, liquidation, winding up or termination of any

Digital Asset Treasury Subsidiary; (B) any amendment, modification or restatement of the certificate of incorporation, certificate

of formation, bylaws, operating agreement or other organizational documents of any Digital Asset Treasury Subsidiary; (C) any change

of the jurisdiction of organization or formation of any Digital Asset Treasury Subsidiary; (D) any voluntary filing of a petition

for bankruptcy, reorganization, arrangement, insolvency or similar relief, or the consent to the filing of any involuntary petition,

with respect to any Digital Asset Treasury Subsidiary; (E) any merger, consolidation, conversion, division or other business combination

involving any Digital Asset Treasury Subsidiary; (F) any sale, lease, transfer or other disposition of all or substantially all

of the assets of any Digital Asset Treasury Subsidiary (other than distributions to the Company or another Digital Asset Treasury Subsidiary

permitted pursuant to the Digital Asset Treasury Procedures); (G) unless determined by the board of directors of the Company to

be required to satisfy its fiduciary duties, any intercompany loan, dividend, distribution or other transfer of value from any Digital

Asset Treasury Subsidiary to the Company or any other Subsidiary (other than a Digital Asset Treasury Subsidiary), except as expressly

permitted pursuant to the Digital Asset Treasury Procedures; (H) unless determined by the board of directors of the Company to be

required to satisfy its fiduciary duties, any commingling of assets of any Digital Asset Treasury Subsidiary with assets of the Company

or any other Subsidiary that is not a Digital Asset Treasury Subsidiary; (I) any amendment, modification, termination or waiver

of any material provision of the Guaranty; or (J) any action that would reasonably be expected to impair the validity or enforceability

of the Guaranty.

(ii)          Certain

Amendments Permitted Without Consent. Notwithstanding anything to the contrary in Section 9(b)(i), the Company may amend,

modify or repeal any of the terms of the Convertible Preferred Stock without the vote or consent of any Holder to:

(1)            cure

any ambiguity or correct any omission, defect or inconsistency in this Certificate of Designations or the Certificates representing the

Convertible Preferred Stock, including the filing of a certificate of correction, or a corrected instrument, pursuant to Section 103(f) of

the Delaware General Corporation Law in connection therewith; or

(2)            make

any other change to the Certificate of Incorporation, this Certificate of Designations or the Certificates representing the Convertible

Preferred Stock that does not, individually or in the aggregate with all other such changes, adversely affect the rights of any Holder

(other than any Holders that have consented to such change), as such, in any material respect (as determined by the Board of Directors

in good faith).

(iii)            Amendment

Coordination with Series B-2 Preferred Stock. Notwithstanding anything to the contrary in this Section 9, any amendment,

modification or repeal of any provision of this Certificate of Designations that would (1) reduce the Convertible Preferred Stock’s

liquidation or dividend priority relative to the Series B-2 Preferred Stock, (2) make the Series B-2 Preferred Stock pari

passu with or senior to the Convertible Preferred Stock with respect to dividends or liquidation, or (3) modify the payment waterfall

provisions set forth in Section 5(e), Section 6(d) or Section 7(d), shall require the affirmative

vote or consent of the Requisite Holders

for Voting and Consents.

(i)            Rules and

Procedures Governing Votes and Consents. If any vote or consent of the Holders will be held or solicited, including at a regular

annual meeting or a special meeting of stockholders, then (1) the Board of Directors will adopt customary rules and procedures

at its discretion to govern such vote or consent, subject to the other provisions of this Section 9; and (2) such rules and

procedures may include fixing a record date to determine the Holders that are entitled to vote or provide consent, as applicable, and

rules governing the solicitation and use of proxies or written consents; provided, however, that with respect to any

voting rights of the Holders pursuant to Section 9(c), such rules and procedures will be the same rules and procedures

that apply to holders of the Common Stock with respect to the applicable matter referred to in Section 9(c).

(ii)            Written

Consent in Lieu of Stockholder Meeting. A consent or affirmative vote of the Holders pursuant to Section 9(b)(i) may

be given or obtained either in writing without a meeting or in person or by proxy at a regular annual meeting or a special meeting of

stockholders.

Section 10.              Conversion.

(a)            Generally.

Subject to the provisions of this Section 10, the Convertible Preferred Stock may be converted only pursuant to an Optional

Conversion.

(b)            Conversion

at the Option of the Holders.

(i)            Conversion

Right; When Shares May Be Submitted for Optional Conversion. Holders will have the right to submit all, or any whole number

of shares that is less than all, of their shares of Convertible Preferred Stock pursuant to an Optional Conversion at any time subject

to, unless waived in writing by such Holder the Beneficial Ownership Limitation; provided, however, that, notwithstanding

anything to the contrary in this Certificate of Designations, if a Holder Redemption Demand is validly delivered pursuant to Section 7

with respect to any share of Convertible Preferred Stock, then such share may not be submitted for Optional Conversion, except to the

extent (A) such share is not subject to such notice; (B) such notice is withdrawn in accordance with Section 7;

or (C) the Company fails to pay the Holder Redemption Price for such share in accordance with this Certificate of Designations.

(ii)           Conversions

of Fractional Shares Not Permitted. Notwithstanding anything to the contrary in this Certificate of Designations, in no event will

any Holder be entitled to convert a number of shares of Convertible Preferred Stock that is not a whole number.

(iii)           Contingent

Conversion Notice. A Holder delivering an Optional Conversion Notice hereunder may specify in such Optional Conversion Notice that

its election to effect such conversion is contingent upon the consummation of a Change of Control, in which case such Optional Conversion

shall not occur until such time as such Change of Control has been consummated, and if such Change of Control is terminated or cancelled,

such Optional Conversion Notice shall be deemed to be withdrawn. For the avoidance of doubt, any such contingent Optional Conversion

shall occur prior to the Holder Redemption that would have otherwise been effected in connection with such Change of Control.

(d)            Conversion

Procedures.

(i) Requirements for Holders

to Exercise Optional Conversion Right.

(1)            Generally.

To convert any share of Convertible Preferred Stock pursuant to an Optional Conversion, the Holder of such share must (w) complete,

manually sign and deliver to the Company an Optional Conversion Notice; (x) deliver any Physical Certificate(s) representing

such Convertible Preferred Stock to the Company (at which time such Optional Conversion will become irrevocable); (y) furnish any

endorsements and transfer documents that the Company may require; and (z) if applicable, pay any documentary or other taxes.

(2)            Optional

Conversion Permitted only During Business Hours.

Convertible Preferred Stock may be

surrendered for Optional Conversion only after the Open of Business and before the Close of Business on a day that is a Business Day.

(ii) When

Holders Become Stockholders of Record of the Shares of Common Stock Issuable Upon Conversion. The Person in whose name any share

of Common Stock is issuable upon conversion of any Convertible Preferred Stock will be deemed to become the holder of record of such

share as of the Close of Business on the Conversion Date for such conversion.

(e)            Settlement

upon Conversion.

(i)            Generally.

Subject to Section 5, Section 10(e)(ii), Section 12(b), and, unless waived in writing by the applicable

Holder, the Beneficial Ownership Limitation the consideration due upon settlement of the conversion of each share of Convertible Preferred

Stock will consist of a number of shares of Common Stock equal to the quotient obtained by dividing (I) the Initial Liquidation

Preference of such share of Convertible Preferred Stock immediately before the Close of Business on the Conversion Date for such conversion;

by (II) the Conversion Price in effect immediately before the Close of Business on such Conversion Date, such that each share of

Convertible Preferred Stock is initially convertible into one (1) share of Common Stock, subject to adjustment for stock splits,

stock dividends, combinations and similar events in accordance with Section 10(f).

(ii)           Payment

of Cash in Lieu of any Fractional Share of Common Stock.

Subject to Section 12(b),

in lieu of delivering any fractional share of Common Stock otherwise due upon conversion of any Convertible Preferred Stock, the Company

will, to the extent it is legally able to do so and permitted under the terms of its indebtedness for borrowed money, pay cash based

on the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is

not a Trading Day, the immediately preceding Trading Day).

(iii)          [deleted].

(iv)          Delivery

of Conversion Consideration. Except as provided in Section 10(f)(i)(2) and Section 10(h), the Company

will pay or deliver, as applicable, the Conversion Consideration due upon conversion of any Convertible Preferred Stock on or before

the second (2nd) Trading Day immediately after the Conversion Date for such conversion.

(f)            Conversion

Price Adjustments.

(i)            Events

Requiring an Adjustment to the Conversion Price. The Conversion Price will be adjusted from time to time as follows:

(1)            Stock

Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially

all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding

an issuance solely pursuant to a Common Stock Change Event, as to which Section 10(h) will apply), then the Conversion

Price will be adjusted based on the following formula:

where:

CP0

the

Conversion Price in effect immediately before the Close of Business on the Record Date for such dividend or distribution, or immediately

before the Close of Business on the effective date of such stock split or stock combination, as applicable;

CP1

the

Conversion Price in effect immediately after the Close of Business on such Record Date or effective date, as applicable;

OS0

the

number of shares of Common Stock outstanding immediately before the Close of Business on such Record Date or effective date, as applicable,

without giving effect to such dividend, distribution, stock split or stock combination; and

OS1

the

number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock

combination.

If any dividend, distribution, stock split or

stock combination of the type described in this Section 10(f)(i)(1) is declared or announced, but not so paid or made,

then the Conversion Price will be readjusted, effective as of the date the Board of Directors, or any Officer acting pursuant to authority

conferred by the Board of Directors, determines not to pay such dividend or distribution or to effect such stock split or stock combination,

to the Conversion Price that would then be in effect had such dividend, distribution, stock split or stock combination not been declared

or announced.

(2)            Tender

Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer

for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange

Act), and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration paid per share

of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately

after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange

offer (as it may be amended), then the Conversion Price will be decreased based on the following formula:

where:

CP0

the Conversion Price

in effect immediately before the time (the “Expiration Time”) such tender or exchange offer expires;

CP1

the Conversion Price

in effect immediately after the Expiration Time;

the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

OS0

the number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

the aggregate value (determined as of the Expiration Time by the Board of Directors) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer; and

OS1

the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

provided, however, that the Conversion

Price will in no event be adjusted up pursuant to this Section 10(f)(i)(2), except to the extent provided in the immediately

following paragraph. The adjustment to the Conversion Price pursuant to this Section 10(f)(i)(2) will be calculated

as of the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period but will be given effect immediately

after the Expiration Time, with retroactive effect. If the Conversion Date for any share of Convertible Preferred Stock to be converted

occurs on the Expiration Date or during the Tender/Exchange Offer Valuation Period, then, notwithstanding anything to the contrary in

this Certificate of Designations, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business

Day after the last Trading Day of the Tender/Exchange Offer Valuation Period.

To the extent such tender or exchange offer is

announced but not consummated (including as a result of being precluded from consummating such tender or exchange offer under applicable

law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the Conversion Price will

be readjusted to the Conversion Price that would then be in effect had the adjustment been made on the basis of only the purchases or

exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(ii)            No

Adjustments in Certain Cases.

(1)            Certain

Events. Without limiting the operation of Section 5 and Section 10(e)(i), the Company will not be required

to adjust the Conversion Price except pursuant to Section 10(f)(i). Without limiting the foregoing, the Company will not

be required to adjust the Conversion Price on account of:

(A)            the

sale of shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than the Conversion

Price;

(B)            the

issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest

payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such

plan;

issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee,

director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;

(D)            the

issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the Company

outstanding as of the Initial Issue Date;

(E)

the issuance of any shares of Common Stock pursuant to any

option, warrant, right or convertible or exchangeable security of the Company in connection with any commercial arrangement between the

Company and a third party approved by the Requisite Holders, which third party receives securities of the Company in connection with

any such commercial agreement; or

(F)            solely

a change in the par value of the Common Stock.

(iii)           Adjustment

Deferral. If an adjustment to the Conversion Price otherwise required by this Certificate of Designations would result in a change

of less than one percent (1%) to the Conversion Price, then the Company may, at its election, defer such adjustment, except that all

such deferred adjustments must be given effect immediately upon the earliest of the following: (1) when all such deferred adjustments

would result in a change of at least one percent (1%) to the Conversion Price; (2) the Conversion Date of any share of Convertible

Preferred Stock; (3) the Holder Redemption Date for any Holder Redemption; and (4) the occurrence of any vote of the stockholders

of the Company.

(iv)          Stockholder

Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Convertible Preferred Stock and, at the time

of such conversion, the Company has in effect any stockholder rights plan, then the Holder of such Convertible Preferred Stock will be

entitled to receive, in addition to, and concurrently with the delivery of, the consideration otherwise due upon such conversion, the

rights set forth in such stockholder rights plan.

(v)            Determination

of the Number of Outstanding Shares of Common Stock. For purposes of Section 10(f)(i), the number of shares of Common

Stock outstanding at any time will (1) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares

of Common Stock; and (2) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend

or makes any distribution on shares of Common Stock held in its treasury).

(vi)         Calculations.

All calculations with respect to the Conversion Price and adjustments thereto will be made to the nearest 1/100th of a cent (with 5/1,000ths

rounded upward).

(vii)         Notice

of Conversion Price Adjustments. Upon the effectiveness of any adjustment to the Conversion Price pursuant to Section 10(f)(i),

the Company will, as soon as reasonably practicable and no later than ten (10) Business Days after the date of such effectiveness,

send notice to the Holders containing (1) a brief description of the transaction or other event on account of which such adjustment

was made; (2) the Conversion Price in effect immediately after such adjustment; and (3) the effective time of such adjustment.

(g)            Voluntary

Conversion Price Decreases.

(i)            Generally.

To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to) decrease

the Conversion Price by any amount if (1) the Board of Directors determines that such decrease is in the Company’s best interest

or that such decrease is advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common

Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event; (2) such

decrease is in effect for a period of at least twenty (20) Business Days; and (3) such decrease is irrevocable during such period;

provided, however, that any such decrease that would reasonably be expected to result in any income tax imposed on holders of Convertible

Preferred Stock shall require the affirmative vote or consent of Holders representing a majority of the outstanding shares of Convertible

Preferred Stock.

(ii)           Notice

of Voluntary Decrease. If the Board of Directors determines to decrease the Conversion Price pursuant to Section 10(g)(i),

then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 10(g)(i),

the Company will send notice to each Holder of such decrease to the Conversion Price, the amount thereof and the period during which

such decrease will be in effect.

(h)            Effect

of Common Stock Change Event.

(i)            Generally.

If there occurs any:

(1)            recapitalization,

reclassification or change of the Common Stock, other than (x) changes solely resulting from a subdivision or combination of the

Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits

and stock combinations that do not involve the issuance of any other series or class of securities;

(2)            consolidation,

merger, combination or binding or statutory share exchange involving the Company;

(3)            sale,

lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person;

(4)            other

similar event, and, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to

receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change

Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of

Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change

Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference

Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designations,

(A)            from

and after the effective time of such Common Stock Change Event, (I) the consideration due upon conversion of any Convertible Preferred

Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in this Section 10

or in Section 11, or in any related definitions, were instead a reference to the same number of Reference Property Units;

(II) for purposes of Section 7 and Section 8, each reference to any number of shares of Common Stock in

such Sections (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units;

and (III) for purposes of the definition of “Change of Control,” the term “Common Stock” will be deemed

to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;

and

(B)            for

these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities

will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for

such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does

not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof

that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable,

determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference

Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then

the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually

received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders of such weighted average as

soon as practicable after such determination is made.

(ii)            Compliance

Covenant. The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 10(h).

(iii)          Execution

of Supplemental Instruments. On or before the date the Common Stock Change Event becomes effective, the Company and, if applicable,

the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”)

will execute and deliver such supplemental instruments, if any, as the Company reasonably determines are necessary or desirable to (1) provide

for subsequent adjustments to the Conversion Price pursuant to Section 10(f)(i) in a manner consistent with this Section 10(h);

and (2) give effect to such other provisions, if any, as the Company reasonably determines are appropriate to preserve the economic

interests of the Holders and to give effect to Section 10(h). If the Reference Property includes shares of stock or other

securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental instrument(s) and

such supplemental instrument(s) will contain such additional provisions, if any, that the Company reasonably determines are appropriate

to preserve the economic interests of Holders.

(iv)          Notice

of Common Stock Change Event. The Company will provide notice of each Common Stock Change Event to Holders no later than the second

(2nd) Business Day after the effective date of the Common Stock Change Event.

(i)             Conversion

Ledger. The Company shall maintain a running tally of all shares of Common Stock issued upon conversion of the Convertible Preferred

Stock and the Series B-2 Preferred Stock, and shall make such ledger available to any Holder upon request.

Section 11.             Certain

Provisions Relating to the Issuance of Common Stock.

(a)            Equitable

Adjustments to Prices. Whenever this Certificate of Designations requires the Company to calculate the average of the Last Reported

Sale Prices or Daily VWAPs, or any function thereof, over a period of multiple days (including to calculate an adjustment to the Conversion

Price), the Company will make appropriate adjustments, if any, to those calculations to account for any adjustment to the Conversion

Price pursuant to Section 10(f)(i) that becomes effective, or any event requiring such an adjustment to the Conversion

Price where the Ex-Dividend Date, effective date or Expiration Date, as applicable, of such event occurs, at any time during such period.

(b)            Reservation

of Shares of Common Stock. The Company will reserve, out of its authorized, unreserved and not outstanding shares of Common Stock,

for delivery upon conversion of the Convertible Preferred Stock, a number of shares of Common Stock that would be sufficient to settle

the conversion of all shares of Convertible Preferred Stock then outstanding, if any. To the extent the Company delivers shares of Common

Stock held in the Company’s treasury in settlement of any obligation under this Certificate of Designations to deliver shares of

Common Stock, each reference in this Certificate of Designations to the issuance of shares of Common Stock in connection therewith will

be deemed to include such delivery.

of Shares of Common Stock. Each share of Common Stock delivered upon conversion of on the Convertible Preferred Stock of any Holder

will be a newly issued or treasury share and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights

and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of such Holder

or the Person to whom such share of Common Stock will be delivered). If the Common Stock is then listed on any securities exchange, or

quoted on any inter-dealer quotation system, then the Company will cause each such share of Common Stock, when so delivered, to be admitted

for listing on such exchange or quotation on such system.

(d)           Taxes

Upon Issuance of Common Stock. The Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue

of any shares of Common Stock upon conversion of the Convertible Preferred Stock of any Holder, except any tax or duty that is due because

such Holder requests those shares to be registered in a name other than such Holder’s name.

Section 12.             Calculations.

(a)            Responsibility;

Schedule of Calculations. Except as otherwise provided in this Certificate of Designations, the Company will be responsible for making

all calculations called for under this Certificate of Designations or the Convertible Preferred Stock, including determinations of the

Conversion Price, the Daily VWAPs and the Last Reported Sale Prices. The Company will make all calculations in good faith, and, absent

manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of such calculations to

any Holder upon written request.

(b)            Calculations

Aggregated for Each Holder. The composition of the Conversion Consideration due upon conversion of the Convertible Preferred Stock

of any Holder will be computed based on the total number of shares of Convertible Preferred Stock of such Holder being converted with

the same Conversion Date. For these purposes, any cash amounts due to such Holder in respect thereof will be rounded to the nearest cent.

Section 13.             Tax

Treatment. Notwithstanding anything to the contrary in this Certificate of Designations, for U.S. federal and other applicable state

and local income tax purposes, it is intended that the Convertible Preferred Stock will not be treated as “preferred stock”

within the meaning of Section 305(b)(4) of Code and Treasury Regulations Section 1.305-5(a). The Company will, and will

cause its Subsidiaries and agents to, report consistently with, and take no positions or actions inconsistent with, the foregoing treatment

unless otherwise required by a determination within the meaning of Section 1313(a) of the Code.

Section 14.              Notices.

(a)            Generally.

The Company will send all notices or communications to Holders pursuant to this Certificate of Designations in writing and delivered

personally, by facsimile or e-mail (with confirmation of receipt from the recipient, in the case of e-mail), or sent by nationally recognized

overnight courier service to the Holder’s respective addresses shown on the Register. Notwithstanding anything in the Certificate

of Designations to the contrary, any defect in the delivery of any such notice or communication will not impair or affect the validity

of such notice or communication and the failure to give any such notice or communication to all the Holders will not impair or affect

the validity of such notice or communication to whom such notice is sent.

(b)            Notice

Coordination with Series B-2 Preferred Stock. In addition to any other notice requirements set forth in this Certificate of

Designations, the Company shall promptly provide to all Holders copies of any notices delivered to holders of Series B-2 Preferred

Stock relating to (i) any Redemption Event, (ii) any Event of Default (as defined in the Certificate of Designations of the

Series B-2 Preferred Stock), (iii) any Liquidation Event, (iv) any Mandatory Conversion (as defined in the Certificate

of Designations of the Series B-2 Preferred Stock), (v) any Treasury Value Event, and (vi) any other material event affecting

the rights of holders of Series B-1 Preferred Stock.

Section 15.             No

Other Rights. The Convertible Preferred Stock will have no rights, preferences or voting powers except as provided in this Certificate

of Designations or the Certificate of Incorporation or as required by applicable law.

Section 16.             Guaranty

by Digital Asset Treasury Subsidiary. Each Digital Asset Treasury Subsidiary shall irrevocably and unconditionally guarantee, on

a joint and several basis, the due and punctual payment and performance of all obligations of the Company (a) in respect of the

Convertible Preferred Stock, including, without limitation, the payment of any Liquidation Preference, Holder Redemption Price, Dividends,

and any other amounts (including without limitation Participating Amounts) payable with respect to the Convertible Preferred Stock, and

(b) in connection with any other Transaction Document. The terms and conditions of such guaranty shall be set forth in the Guaranty,

which shall be executed and delivered on or prior to the Initial Issue Date. The ability of a Holder to individually realize the benefit

of such Guaranty may be limited by the provisions thereof, including without limitation requirements for certain majority approvals.

[The Remainder of This Page Intentionally

Left Blank; Signature Page Follows]

IN WITNESS WHEREOF,

the Company has caused this Certificate of Designations to be duly executed as of the date first written above.

BNB Plus Corp.

By:

/s/ Clay Shorrock

Name:

Clay Shorrock

Title:

Chief Executive Officer and President

[Signature Page to

Certificate of Designations]

EXHIBIT A

FORM OF CONVERTIBLE

PREFERRED STOCK

BNB Plus Corp.

Series B-1 Convertible

Preferred Stock [Certificate No.: [___]]                           No. Shares*

[___]] BNB Plus Corp., a Delaware corporation (the “Company”), certifies that [_______] is the registered owner of

[___] shares of the Company’s Series B-1 Convertible Preferred Stock (the “Convertible Preferred Stock”)

represented by this certificate (this “Certificate”). The special rights, preferences and voting powers of the Convertible

Preferred Stock are set forth in the Certificate of Designations of the Company establishing the Convertible Preferred Stock (the “Certificate

of Designations”). Capitalized terms used in this Certificate without definition have the respective meanings ascribed to them

in the Certificate of Designations.

Additional terms of this Certificate are set

forth on the other side of this Certificate.

[The Remainder of This

Page Intentionally Left Blank; Signature Page Follows]

* Insert number of shares for Physical Certificate

only.

IN WITNESS WHEREOF,

BNB Plus Corp has caused this instrument to be duly executed as of the date set forth below.

BNB PLUS CORP

Date:

By:

Name:

Title:

Date:

By:

Name:

Title:

REVERSE OF SECURITY

BNB PLUS CORP

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH

STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS AND PREFERENCES, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK

OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES

AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS

OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH

REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE

THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER

AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF AY SUCH CERTIFICATE.

THE SHARES REPRESENTED BY THIS CERTIFICATE

MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE CERTIFICATE OF

DESIGNATIONS. ANY ATTEMPTED SALE

ASSIGNMENT, TRANSFER, PLEDGE OR OTHER ATTEMPT TO DISPOSE OF THE SHARES REPRESENTED BY THIS CERTIFICATE NOT IN ACCORDANCE WITH THE

TERMS OF THE CERTIFICATE OF DESIGNATION SHALL BE VOID.

FOR VALUE RECEIVED, ________________ hereby sell, assign and transfer

unto

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

Shares of the Series B-1 Convertible Preferred

Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint agent to transfer the said shares of Series B-1

Convertible Preferred Stock evidenced hereby on the books of the within-named Company with full power of substitution in the premises.

Date:

Signature

(Sign exactly as your name appears on the other side of this Series B-1

Convertible Preferred Stock)

Signature Guarantee:

†

† Signature must be guaranteed by an “eligible

guarantor institution” that is a bank, stockbroker, savings and loan association or credit union reasonably acceptable to the Company

or meeting the requirements of any transfer agent appointed by the Company from time to time, which requirements include membership or

participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program”

as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange

Act of 1934, as amended.

EXHIBIT B

OPTIONAL CONVERSION NOTICE

BNB Plus Corp

Series B-1 Convertible Preferred Stock

Subject

to the terms of the Certificate of Designations, by executing and delivering this Optional Conversion Notice, the undersigned Holder

of the Convertible Preferred Stock identified below directs the Company to convert (check one):

all of the shares of Convertible Preferred Stock

†shares of Convertible Preferred Stock

identified

by CUSIP No. and Certificate No.

Date:

(Legal Name of Holder)

By:

Name:

Title:

Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program

By:

Authorized Signatory

†

† Must be a whole number

EXHIBIT C

FORM OF RESTRICTED STOCK LEGEND

NEITHER THIS SECURITY NOR THE SECURITIES INTO

WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS

EXERCISABLE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL

INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED

BY SUCH SECURITIES.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2615620d1_ex3-2.htm · Sequence: 3

Exhibit 3.2

BNB Plus Corp.

Certificate of Designations

Series B-2 Convertible Preferred Stock

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

The undersigned hereby certifies

that on May 19, 2026 the Board of Directors of BNB Plus Corp., a Delaware corporation (the “Company”), adopted

the following resolution designating and creating, out of the authorized and unissued shares of preferred stock of the Company, 5,000,000

authorized shares of a series of preferred stock of the Company titled the “Series B-2 Convertible Preferred Stock”:

RESOLVED that, pursuant

to the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws and applicable law, a series of preferred stock

of the Company titled the “Series B-2 Convertible Preferred Stock,” and having a par value of $0.001 per share and an