Form 8-K

8-K — Rumble Inc.

Accession: 0001213900-26-069733

Filed: 2026-06-17

Period: 2026-06-15

CIK: 0001830081

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0295081-8k_rumble.htm (Primary)

EX-3.1 — CERTIFICATE OF SECOND AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUMBLE INC., DATED AS OF JUNE 15, 2026 (ea029508101ex3-1.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea029508101ex4-1.htm)

EX-10.1 — AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 17, 2026, BY AND BETWEEN RUMBLE INC. AND TETHER INVESTMENTS, S.A. DE C.V (ea029508101ex10-1.htm)

EX-10.2 — AMENDMENT NO. 1 TRANSACTION AGREEMENT, DATED AS OF JUNE 17, 2026, BY AND BETWEEN RUMBLE INC. AND TETHER INVESTMENTS, S.A. DE C.V (ea029508101ex10-2.htm)

EX-99.1 — PRESS RELEASE OF RUMBLE INC., DATED JUNE 17, 2026 (ea029508101ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295081-8k_rumble.htm · Sequence: 1

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RUM:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember

2026-06-15

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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):

June 15, 2026

Rumble Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40079

80-0984597

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

444 Gulf of Mexico Dr

Longboat Key, FL 34228

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including

area code: (941) 210-0196

(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

Class A common stock, par value $0.0001 per share

RUM

The Nasdaq Global Market

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

RUMBW

The Nasdaq Global 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. ☐

Introductory Note

June 17, 2026, Rumble Inc. (the “Company” or “Rumble”) announced that it had completed the transactions

contemplated by the following agreements (the “Transactions”): (i) that certain Business Combination Agreement, dated

as of November 10, 2025, by and between the Company and Northern Data AG (“Northern Data”), a German stock corporation

(the “Business Combination Agreement”), (ii) that certain Transaction Support Agreement, dated as of November

10, 2025, by and between Tether Investments, S.A. de C.V., a Salvadoran Sociedad Anónima de Capital Variable (“Tether”)

and the Company (as amended, the “Tether Transaction Support Agreement”), (iii) that

certain Transaction Support Agreement, dated as of November 10, 2025, by and among ART Holding GmbH, its sole owner Aroosh Thillainathan

(together, the “ART Sellers”) and the Company (as amended, the “ART Transaction Support Agreement”),

and (iv) that certain Transaction Support Agreement, dated as of November

10, 2025, by and between Apeiron Investment Group Ltd. (“Apeiron” and, together with Tether and the ART Sellers, the

“TSA Sellers”) and the Company (as amended, the “Apeiron Transaction Support Agreement” and, together

with the Tether Transaction Support Agreement and the ART Transaction Support Agreement, the “Transaction Support Agreements”).

Item

1.01. Entry Into a Material Definitive Agreement

A&R Registration Rights Agreement

On June 17, 2026, pursuant to the Tether Transaction

Support Agreement, Rumble and Tether amended and restated the existing Registration Rights Agreement, dated as of February 7, 2025, between

Rumble and Tether, by entering into that certain Amended and Restated Registration Rights Agreement (the “A&R Registration

Rights Agreement”). The A&R Registration Rights Agreement, among other things, provides Tether the right to require the

Company to register the resale of any shares of Rumble Class A Common Stock that it beneficially owns, including the shares acquired by

(or shares issuable upon exercise of the pre-funded warrants acquired by) Tether in connection with the Transactions.

The foregoing description of the A&R Registration

Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&R Registration

Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Transaction Agreement Amendment

On June 17, 2026, pursuant to the Tether

Transaction Support Agreement, Rumble and Tether entered into that certain Amendment No. 1 (the “Transaction

Agreement Amendment”) to the existing Transaction Agreement between Rumble and Tether, dated December 20, 2024 (the

“Tether Transaction Agreement”), which, among other things, specifies

that the shares of Rumble Class A Common Stock held or beneficially owned by Tether or its affiliates from time to time, including

the shares acquired by (or shares issuable upon exercise of the pre-funded warrants acquired by) Tether in connection with the

Transactions, are subject to certain of the covenants contained in the Tether Transaction Agreement (as amended by the Transaction Agreement Amendment), including Tether’s

agreement to vote, a standstill and restrictions on transfer of shares.

The foregoing description of the Transaction Agreement

Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement

Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Pre-Funded Warrants

As further detailed in Item 3.02 of this Current

Report on Form 8-K, pursuant to the Tether Transaction Support Agreement and the Equity Commitment Agreement (as defined below), respectively,

Rumble and Tether entered into certain pre-funded warrants, each dated as of June 17, 2026 (each, a “Pre-Funded Warrant”),

entitling Tether to purchase up to the specified number of shares of Rumble Class A Common Stock, in each case at an exercise price of

$0.0001 per share.

Item

2.01. Completion of Acquisition or Disposition of Assets

Pursuant

to the Business Combination Agreement, on April 13, 2026, the Company submitted a voluntary public exchange offer (the “Exchange

Offer”) to all shareholders of Northern Data to exchange each issued and outstanding no-par value bearer share of Northern Data

(each, a “Northern Data Share”) for 2.0281 shares of the Company’s Class A common stock, $0.0001 per share (“Rumble

Class A Common Stock”), subject to the terms and conditions set forth in the Business Combination Agreement. At the expiration

of the additional acceptance period for the Exchange Offer, a total of

8,174,379 Northern Data Shares were validly tendered in the Exchange Offer, representing approximately 46.2% of Northern Data Shares not

subject to the Transaction Support Agreements.

On June 17, 2026, all of the tendered Northern

Data Shares were accepted by the Company through its settlement agent, and as consideration for the Exchange Offer, the Company issued

an aggregate amount of 16,578,459 shares of Rumble Class A Common Stock to the Northern Data shareholders who had validly tendered their

Northern Data Shares in the Exchange Offer, all of which shares were previously registered by the Company on the Company’s Registration

Statement on Form S-4 filed with the SEC on April 13, 2026, which was declared effective on April 14, 2026 (the “Form S-4”).

On the same date, immediately prior to the closing of the Exchange Offer, the Company purchased all of the Northern Data Shares owned

by the TSA Sellers pursuant to the Transaction Support Agreements. As consideration for the sale of their Northern Data Shares, the Company

issued a total of 42,768,485 shares of Rumble Class A Common Stock to the TSA Sellers, and in addition, a Pre-Funded Warrant to Tether,

exercisable for up to 51,544,399 shares of Rumble Class A Common Stock, as further described in Item 3.02 of this Current Report on Form

8-K.

As a result of the consummation of the Transactions,

the Company acquired approximately 85.2% of all of the outstanding Northern Data Shares.

The foregoing description of the Business Combination

Agreement, the Transaction Support Agreements and the Transactions does not purport to be complete and is subject to, and qualified in

its entirety by, the full text of the Business Combination Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report

on Form 8-K filed with the SEC on November 10, 2025 and is incorporated by reference herein, and the full text of the Transaction Support

Agreements, which were filed as Exhibits 10.1, 10.2 and 10.3 to the Company’s Current Report on Form 8-K/A filed with the SEC on

November 12, 2026 and are incorporated by reference herein.

Item

3.02. Unregistered Sales of Equity Securities

As described in Item 2.01 above, on June 17, 2026,

as consideration for the sales of Northern Data Shares by the TSA Sellers under the Transaction Support Agreements, the Company issued

(i) 36,703,354 shares of Rumble Class A Common Stock to Tether and a Pre-Funded Warrant to Tether exercisable for up to 51,544,399 shares

of Rumble Class A Common Stock, (ii) 1,509,210 shares of Rumble Class A Common Stock to the ART Sellers and (iii) 4,555,921 shares of

Rumble Class A Common Stock to Apeiron, in each case, with a portion of the shares of Rumble Class Common Stock being placed in escrow

in accordance with the terms of the applicable agreements. On the same date, the Company issued a Pre-Funded Warrant to Tether exercisable

for up to 4,599,365 shares of Rumble Class A Common Stock, in exchange for a purchase price of $36,242,538 (representing $7.88 per share)

pursuant to the Equity Commitment Agreement, dated November 10, 2025, between the Company and Tether, a copy of which was filed as Exhibit

10.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2025.

The foregoing description of the Pre-Funded Warrants

does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Pre-Funded Warrant,

which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The shares of Rumble Class A Common Stock and

the Pre-Funded Warrants described in this Item 3.02 were issued in private placements without registration under the Securities Act of

1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities

Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated under the Securities Act as sales

to accredited investors and in reliance on similar exemptions under applicable state laws. Neither this Current Report on Form 8-K nor

any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Rumble Class A Common Stock

or any other securities of Rumble or Northern Data.

Item

5.03. Amendments to Articles of Incorporation

In connection with the Transactions, and as previously

approved by the board of directors and the stockholders of the Company, on June 15, 2026, the Company amended its Second Amended and Restated

Certificate of Incorporation, as amended (the “Pre-Existing Charter”), by filing the following amendments (together,

the “Charter Amendments”) with the Secretary of State of the State of Delaware: the Certificate of Second Amendment,

dated as of June 15, 2026, which increased the authorized shares of Rumble’s capital stock to 1,700,000,000 shares, consisting of

(a) 20,000,000 shares of the Company’s preferred stock, par value $0.0001 per share, (b) 1,400,000,000 shares of Rumble Class A

Common Stock, (c) 170,000,000 shares of the Company’s Class C common stock, par value $0.0001 per share, and (d) 110,000,000 shares

of the Company’s Class D common stock, par value $0.0001 per share.

The foregoing description of the Charter Amendments

does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Charter Amendments, which are

filed as Exhibits 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item

8.01. Other Events

On June 17, 2026, the Company issued a press release

announcing, among other things, the consummation of the Transactions. A copy of that press release is filed as Exhibit 99.1 to this Current

Report and is incorporated by reference herein.

Given favorable market conditions and Northern

Data’s reported near capacity GPU utilization, Rumble and Tether mutually agreed not to enter into the customer agreement originally

contemplated by the Tether Transaction Support Agreement, which would have provided for the purchase by Tether of GPU services in an amount

up to $75 million per year over a two-year initial term at a fixed price per GPU hour, which price would have represented a significant

discount to current prevailing GPU rates.

Cautionary

Statements Regarding Forward-Looking Statements

Certain statements in this Current Report on Form

8-K constitute “forward-looking statements”“ within the meaning of the U.S. Private Securities Litigation Reform Act

of 1995. Certain of these forward-looking statements can be identified by using words such as “anticipates,” “believes,”

“intends,” “estimates,” “targets,” “expects,” “endeavors,” “forecasts,”

“could,” “will,” “may,” “future,” “likely,” “on track to deliver,”

“continues to,” “looks forward to,” “is primed to,” “plans,” “projects,” “assumes,”

“should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties,

and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking

statements included in this Current Report on Form 8-K are based on our current beliefs and expectations of our management as of the date

hereof. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that

could cause actual results to differ materially from those forward-looking statements include risks related to the Northern Data business

combination, including the success of the business following the Transactions; the ability to successfully integrate Rumble’s and

Northern Data’s businesses; risks related to disruption of management time from ongoing business operations due to the transaction;

the risk that the transaction can negatively impact the ability of Rumble and Northern Data to retain customers, retain or hire key personnel,

maintain relationships with their respective suppliers and customers, and on their operating results and businesses generally; the risk

that the combined business may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve

those synergies; the risk of fluctuations in revenue due to lengthy sales and approval process required by major and other service providers

for new products; the risk posed by potential breaches of information systems and cyber-attacks; the risks that Rumble, Northern Data

or the post combination company may not be able to effectively compete, including through product improvements and development; the risk

that Rumble, Northern Data or the post-combination company may not be able to meet surging AI compute demand by establishing business

relationships with hyperscalers; the risk that the cloud, video, and content delivery network capabilities of Rumble, Northern Data or

the post-combination company may not be sufficient to attract and continue to attract interest from system integrators and content creators

and to create powerful funnel partnership opportunities for the combined platform; the risk that Rumble, Northern Data or the post combination

company may not be able to accelerate delivery of next-generation cloud solutions and AI applications; our ability to grow and manage

future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; weakened

global economic conditions may affect our business and operating results; our limited operating history makes it difficult to evaluate

our business and prospects; we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability;

we may fail to maintain adequate operational and financial resources; we may be unsuccessful in attracting new users to our mobile and

connected TV offerings; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with

operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we

do not control; our business depends on continued and unimpeded access to our content and services on the internet and if we or those

who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or

charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant

market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and

operating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or perceived

inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services

could fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising and

the failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain

or increase their advertising budgets may adversely affect our business and operating results; we depend on third-party vendors, including

internet service providers, advertising networks, and data centers, to provide core services; new technologies have been developed that

are able to block certain online advertisements or impair our ability to deliver advertising, which could harm our operating results;

we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and

these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by

the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may

adversely impact our financial performance, results of operations and liquidity; changes in tax rates, changes in tax treatment of companies

engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely

impact our financial results; compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other

online platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business,

financial performance, and operating results; we may become subject to newly enacted laws and regulations that restrict or moderate content

on the internet; we are exposed to significant regulatory, operational, compliance, privacy, and legal risks related to age restriction

or verification requirements and children’s online safety laws contemplated or enacted in various U.S. states and foreign jurisdictions;

paid endorsements by our content creators ma expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely

affect our business, financial condition and results of operations; we have incurred and will incur significantly increased expenses and

administrative burdens as a public company, which could have an adverse effect on our business, financial condition, and results of operations;

and those additional risks, uncertainties and factors described in more detail in Northern Data’s annual and interim financial reports

made publicly available and under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December

31, 2025, and in our other filings with the SEC. We do not intend, and, except as required by law, we undertake no obligation to update

any of our forward-looking statements after the issuance of this Current Report on Form 8-K to reflect any future events or circumstances.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Item

9.01 Financial Statements and Exhibits

(a) Financial

Statements of Business Acquired.

The consolidated financial statements of Northern

Data as required by this Item 9.01(a) will be filed under cover of Form 8-K/A no later than 71 calendar days after the date this Current

Report on Form 8-K was required to be filed.

(b) Pro

Forma Financial Information.

The pro forma financial information as of December

31, 2025 as required by this Item 9.01(b) is incorporated by reference herein from the Form S-4. In accordance with the requirements of

Regulation S-X, the Company will update this pro forma financial information under cover of Form 8-K/A no later than 71 calendar days

after the date this Current Report on Form 8-K was required to be filed.

(d) Exhibits

Exhibit

Number

Description

3.1

Certificate of Second Amendment of Second Amended and Restated Certificate of Incorporation of Rumble Inc., dated as of June 15, 2026.

4.1

Form of Pre-Funded Warrant.

10.1

Amended and Restated Registration Rights Agreement, dated as of June 17, 2026, by and between Rumble Inc. and Tether Investments, S.A. de C.V.

10.2

Amendment No. 1 Transaction Agreement, dated as of June 17, 2026, by and between Rumble Inc. and Tether Investments, S.A. de C.V.

23.1*

Consent of Liebhart & Kollegen Wirtschaftsprüfer Steuerberater.

99.1

Press Release of Rumble Inc., dated June 17, 2026.

104

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

* To be filed by amendment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rumble Inc.

By:

/s/ Maurice F. Edelson

Name:

Maurice F. Edelson

Title:

General Counsel and Corporate Secretary

Date: June 17, 2026

EX-3.1 — CERTIFICATE OF SECOND AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUMBLE INC., DATED AS OF JUNE 15, 2026

EX-3.1

Filename: ea029508101ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF SECOND AMENDMENT OF

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

RUMBLE INC.

Rumble Inc., a corporation organized and existing

under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. The present name of the Corporation is Rumble Inc. The Corporation

was previously known as “CF Acquisition Corp. VI” and, prior thereto, as “CF Finance Acquisition Corp. V”. The

original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 17, 2020 (the “Original

Certificate”).

2. A certificate of amendment of the Original Certificate was

filed with the Secretary of State of the State of Delaware on October 1, 2020.

3. An amended and restated certificate of incorporation, which

amended and restated the Original Certificate in its entirety, was filed with the Secretary of State of the State of Delaware on February

18, 2021 (the “First Amended and Restated Certificate”).

4. The Second Amended and Restated Certificate of Incorporation

of the Corporation, which amended and restated the First Amended and Restated Certificate in its entirety, was filed with the Secretary

of State of the State of Delaware on September 15, 2022 (as corrected by the Corrected Certificate of Second Amended and Restated Certificate

of Incorporation of the Corporation, which was filed with the Secretary of State of the State of Delaware on March 30, 2023, and as amended

by the First Amendment (as defined below), the “Existing Certificate”).

5. A certificate of amendment of the Existing Certificate was

filed with the Secretary of State of the State of Delaware on June 14, 2024 (the “First Amendment”).

6. The terms and provisions of this Certificate of Second Amendment

of Second Amended and Restated Certificate of Incorporation have been duly adopted in accordance with Section 242 of the General Corporation

Law of the State of Delaware by the Board of Directors of the Corporation and by the stockholders of the Corporation.

7. The following amendments to the Existing Certificate shall

be effective upon filing with the Secretary of State of the State of Delaware.

8. Article IV, Section 4.1(a) of the Existing Certificate is

hereby amended and restated in its entirety to read as follows:

Section 4.1 Authorized Capital

Stock; Rights and Options.

(a) The total number of shares of all

classes of stock that the Corporation is authorized to issue is 1,700,000,000 shares, consisting of: (i) 20,000,000 shares of preferred

stock, par value $0.0001 per share (“Preferred Stock”); (ii) 1,400,000,000 shares of Class A common stock,

par value $0.0001 per share (“Class A Common Stock”); (iii) 170,000,000 shares of Class C common stock,

par value $0.0001 per share (“Class C Common Stock”); and (iv) 110,000,000 shares of Class D common

stock, par value $0.0001 per share (“Class D Common Stock” and, together with the Class A Common Stock

and the Class C Common Stock, the “Common Stock”).

9. Except as amended hereby, all other provisions of the Existing

Certificate shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed

this Certificate of Second Amendment of Second Amended and Restated Certificate of Incorporation this 15th day of June, 2026.

RUMBLE INC.

By:

/s/ Chris Pavlovski

Name:

Chris Pavlovski

Title:

Chief Executive Officer

[Signature Page to Charter Amendment]

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea029508101ex4-1.htm · Sequence: 3

Exhibit 4.1

PRE-FUNDED WARRANT

Original Issue Date: [●]

FOR VALUE RECEIVED, Rumble Inc., a Delaware corporation

(the “Company”), hereby certifies that Tether Investments, S.A. de C.V., or its registered assigns (the “Holder”),

is entitled to purchase from the Company [●] duly authorized, validly issued, fully

paid, and nonassessable shares of Common Stock at a purchase price per share of $0.0001 (the “Exercise Price”), all

subject to the terms, conditions, and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in

Section 1 hereof.

This Warrant has been issued pursuant to the terms

of that certain [●], dated as of [●],

by and [between/among] [●] (the “Agreement”).

1. Definitions.

As used in this Warrant, the following terms have the respective meanings set forth below:

“Aggregate

Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is

then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.

“Agreement”

has the meaning set forth in the preamble.

“Board”

means the board of directors of the Company.

“Business

Day” means any day, except a Saturday, Sunday, or legal holiday, on which banking institutions in the city of New York, New

York are authorized or obligated by law or executive order to close.

“Closing

Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market where

such security is listed or traded as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price for

such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial

Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing

Sale Price of such security on such date shall be the fair market value as determined by the Board, acting in good faith. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

“Common

Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company, and any capital stock into which such Common

Stock shall have been converted, exchanged, or reclassified following the date hereof.

“Company”

has the meaning set forth in the preamble.

“Convertible

Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

“Exercise

Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section

3 shall have been satisfied at or prior to 5:00 p.m., New York, New York time, on a Business Day, including, without limitation, the receipt

by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended.

“Exercise

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

“Exercise

Period” has the meaning set forth in Section 2.

“Exercise

Price” has the meaning set forth in the preamble.

“Holder”

has the meaning set forth in the preamble.

“Options”

means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

“Original

Issue Date” means June [●], 2026.

“Person”

means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization

or government or department or agency thereof.

“Principal

Trading Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed

on and quoted for trading, which, as of the date of this Warrant, is the Nasdaq Global Market.

“Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market

with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the date of this

Warrant was “T+1.”

“Trading

Day” means any weekday on which the Principal Trading Market is normally open for trading.

“Warrant”

means this Pre-Funded Warrant and all warrants issued upon division or combination of, or in substitution for, this Pre-Funded Warrant.

“Warrant

Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant

in accordance with the terms of this Warrant.

2. Term

of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior

to 5:00 p.m., New York, New York time, on the tenth (10th) anniversary of the date hereof or, if such day is not a Business

Day, on the next preceding Business Day (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant

for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

3. Exercise

of Warrant.

(a) Exercise

Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of

the unexercised Warrant Shares, upon:

(i) delivery

of an Exercise Notice in the form attached hereto as Exhibit A (each, an “Exercise Notice”), duly completed

(including specifying the number of Warrant Shares to be purchased) and executed; and

(ii) unless

the Holder elects to exercise this Warrant on a cashless basis in accordance with Section 3(c), payment to the Company of the Aggregate

Exercise Price in accordance with Section 3(b).

The Holder shall not

be required to deliver the original of this Warrant in order to effect an exercise hereunder.

(b) Payment

of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made by delivery to the Company of a certified or

official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in

writing by the Company, in the amount of such Aggregate Exercise Price.

Exercise. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, in whole or in part, at

such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal

to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the Closing

Sale Price of the shares of Common Stock as of the Trading Day immediately preceding the Exercise Date;

(B) = the Exercise

Price of this Warrant, as adjusted hereunder; and

(X) = the number

of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were

by means of a cash exercise rather than a cashless exercise.

(d) Delivery

of Stock. Subject to the terms and conditions hereof (including, if applicable, the obligations of the Holder to pay to the Company

the Aggregate Exercise Price in accordance with Section 3(b)), on or before the number of Trading Days comprising the Standard Settlement

Period following the date on which the Company has received an Exercise Notice, the Company shall transmit by e-mail an acknowledgment

of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s

transfer agent (the “Transfer Agent”). On or before the number of Trading Days comprising the Standard Settlement Period

following the date on which the Company has received such Exercise Notice, the Company shall, upon the request of the Holder, issue such

aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise in DRS non certificated book entry

form by the Transfer Agent and registered in the name of Holder or its designee. Upon delivery of an Exercise Notice and, if applicable,

payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b), the Holder shall be deemed for all corporate purposes

to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date

such Warrant Shares are registered in the name of Holder or its designee (as the case may be).

(e) Fractional

Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant.

(f) Delivery

of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the

Company shall, at the time of issuing the Warrant Shares in DRS non certificated book entry form at the Transfer Agent in accordance with

Section 3(d) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised

Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(g) Valid

Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents,

covenants, and agrees:

(i) This

Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly

issued.

(ii) All

Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall

take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid, and non-assessable,

issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens,

and charges.

(iii) The

Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company

of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock

or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which

shall be immediately delivered by the Company upon each such issuance).

(iv) The

Company shall use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be approved for listing on any national

securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.

(v) The

Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the

issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any

tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares

to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance

has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

(h) Reservation

of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued

Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the

maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be

less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon

the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this

Warrant.

4. Adjustment

to Number of Warrant Shares. The number of Warrant Shares issuable upon exercise of this Warrant shall be subject to

adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant

to this Section 4).

(a) Adjustment

to Number of Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time or from time

to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock

of the Company payable in shares of Common Stock or in Options or Convertible Securities, or (ii) subdivide (by any stock split, recapitalization,

or otherwise) its outstanding shares of Common Stock into a greater number of shares, the number of Warrant Shares issuable upon exercise

of this Warrant immediately prior to any such dividend, distribution, or subdivision shall be proportionately increased; provided, that,

any reduction in nominal value of Common Stock without any dividend or distribution shall not lead to any such adjustment. If the Company

at any time combines (by combination, reverse stock split, or otherwise) its outstanding shares of Common Stock into a smaller number

of shares, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately

decreased. Any adjustment under this Section 4(a) shall become effective immediately after the record date for the determination of stockholders

entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision

or combination.

(b) Adjustment

to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation, or Merger. In the event of any (i) capital reorganization

of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value

or from no par value to par value or as a result of a stock dividend or subdivision, split-up, or combination of shares), (iii) consolidation

or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person

or (v) other similar transaction (other than any such transaction covered by Section 4(a)), in each case which entitles the holders of

Common Stock to receive (either directly or upon subsequent liquidation) stock, securities, or assets with respect to or in exchange for

Common Stock, this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale, or similar transaction,

remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable

under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor

Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation,

merger, sale, or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization,

reclassification, consolidation, merger, sale, or similar transaction and acquired the applicable number of Warrant Shares then issuable

hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant);

and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s

rights under this Warrant to ensure that the provisions of this Section 4 hereof shall thereafter be applicable, as nearly as possible,

to this Warrant in relation to any shares of stock, securities, or assets thereafter acquirable upon exercise of this Warrant. The provisions

of this Section 4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or similar

transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale, or similar transaction

unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification,

consolidation, merger, sale, or similar transaction, shall assume, by written instrument substantially similar in form and substance to

this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities, or assets which,

in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything

to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section

4(b), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise

rights contained in Section 2 instead of giving effect to the provisions contained in this Section 4(b) with respect to this Warrant.

Events. If any event of the type contemplated by the provisions of this Section 4 but not expressly provided for by such provisions (including,

without limitation, the granting of stock appreciation rights, phantom stock rights, or other rights with equity features) occurs, then

the Board shall make an appropriate adjustment in the number of Warrant Shares issuable upon exercise of this Warrant so as to protect

the rights of the Holder in a manner consistent with the provisions of this Section 4; provided, that no such adjustment pursuant

to this Section 4(c) shall decrease the number of Warrant Shares issuable as otherwise determined pursuant to this Section 4.

(d) Certificate

as to Adjustment.

(i) As

promptly as reasonably practicable following any adjustment of the number of Warrant Shares pursuant to the provisions of this Section

4, but in any event not later than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive

officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As

promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later

than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the number

of Warrant Shares or the amount, if any, of other shares of stock, securities, or assets then issuable upon exercise of the Warrant.

(e) Notices.

In the event:

(i) that

the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise

of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or

by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities,

or to receive any other security; or

(ii) of

any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the

Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person; or

(iii) of

the voluntary or involuntary dissolution, liquidation, or winding-up of the Company;

then, and in each

such case, the Company shall send or cause to be sent to the Holder at least fifteen (15) days prior to the applicable record date or

the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record

date for such dividend, distribution, meeting or consent, or other right or action, and a description of such dividend, distribution,

or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification,

consolidation, merger, sale, dissolution, liquidation, or winding-up is proposed to take place, and the date, if any is to be fixed, as

of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or

such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of

Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification,

consolidation, merger, sale, dissolution, liquidation, or winding-up, and the amount per share and character of such exchange applicable

to the Warrant and the Warrant Shares.

5. Purchase

Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Company grants, issues, or sells

any shares of Common Stock, Options, Convertible Securities, or rights to purchase stock, warrants, securities, or other property pro

rata to the record holders of Common Stock (the “Purchase Rights”), then the Holder shall be entitled to acquire, upon

the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder would have acquired if the Holder had held

the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken

for the grant, issuance, or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common

Stock are to be determined for the grant, issue, or sale of such Purchase Rights.

6. [Reserved].

7. Transfer

of Warrant. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable,

in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive

offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit C, together with funds sufficient

to pay any transfer taxes described in Section 3(g)(v) in connection with the making of such transfer. Upon such compliance, surrender,

and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing

the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to

the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this

Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which

the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance

herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

8. Holder

Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance

to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder

shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose,

nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the

Company or any right to vote, give, or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification

of stock, consolidation, merger, conveyance, or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.

In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities

(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company

or by creditors of the Company.

9. Replacement

on Loss; Division and Combination.

(a) Replacement

of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of

this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement

or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation

to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and

exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated, or destroyed; provided, that,

in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b) Division

and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or other assignment

which may be involved in such division or combination, this Warrant may be divided or, following any such division of this Warrant, subsequently

combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together

with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders

or their agents or attorneys. Subject to compliance with the applicable provisions of this Warrant as to any transfer or assignment which

may be involved in such division or combination, the Company shall at its own expense execute and deliver a new Warrant or Warrants in

exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor

to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant

or Warrants so surrendered in accordance with such notice.

10. No

Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization,

transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid

the observance or performance of any of the terms to be observed or performed by it hereunder, but shall at all times in good faith assist

in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder

in order to protect the exercise rights of the Holder against dilution or other impairment, consistent with the tenor and purpose of this

Warrant.

11. Warrant

of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register

as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division,

combination, or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

12. Notices.

Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance

with Section 13.1 of the Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this

Warrant, including in reasonable detail a description of such action and the reason therefor.

13. Cumulative

Remedies. Except to the extent expressly provided in Section 8 to the contrary, the rights and remedies provided in

this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies

available at law, in equity or otherwise.

14. Equitable

Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its

obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an

adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other

party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled

to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from

a court of competent jurisdiction.

15. Entire

Agreement. This Warrant, together with the Agreement, constitutes the sole and entire agreement of the parties to this

Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements,

both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this

Warrant and the Agreement, the statements in the body of this Warrant shall control.

16. Successor

and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the

parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted

assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

17. No

Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors

and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other

Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Warrant.

18. Headings.

The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

19. Amendment

and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified, or supplemented

by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be

effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed

as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different

character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power,

or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of

any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,

power, or privilege.

20. Severability.

If any term or provision of this Warrant is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability

shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other

jurisdiction.

21. Governing

Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York without

giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would

cause the application of laws of any jurisdiction other than those of the State of New York.

22. Submission

to Jurisdiction. Any legal suit, action, or proceeding arising out of or based upon this Warrant or the transactions

contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in

each case located in the City of New York, Borough of Manhattan, and each party irrevocably submits to the exclusive jurisdiction of such

courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified or registered mail

to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought

in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any

proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding

brought in any such court has been brought in an inconvenient forum.

23. Waiver

of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely

to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have

to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

24. Counterparts.

This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to

be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail, or other means of electronic transmission

shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

25. No

Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction

or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[signature page follows]

WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.

RUMBLE INC.

By:

Name:

Title:

Accepted and agreed,

TETHER INVESTMENTS, S.A. DE C.V.

By:

Name:

Title:

[Signature Page to Pre-Funded

Warrant]

EXHIBIT A

NOTICE OF EXERCISE

To: RUMBLE INC.

The undersigned hereby elects to purchase ________ Warrant Shares of

the Company pursuant to the terms of that certain Pre-Funded Warrant dated June [●],

2026, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(1) Payment

shall take the form of (check applicable box):

☐ in lawful money

of the United States; or

☐ the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c), to

exercise this Warrant with respect to the number of Warrant Shares as shown above.

(2) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account

Number:

_______________________________

(4) Accredited Investor. The undersigned is

an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________

Signature of Authorized Signatory of Investing Entity: _____________________________

Name of Authorized Signatory: ______________________________________

Title of Authorized Signatory: __________________________

Date: _____________________________________________________

EXHIBIT B

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs

__________ to issue the above indicated number of shares of Common Stock to __________.

RUMBLE INC.

By:

Name:

Title:

EXHIBIT C

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all

rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______ _____, ______

Holder’s Signature:___________________

Holder’s Address:___________________

EX-10.1 — AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 17, 2026, BY AND BETWEEN RUMBLE INC. AND TETHER INVESTMENTS, S.A. DE C.V

EX-10.1

Filename: ea029508101ex10-1.htm · Sequence: 4

Exhibit 10.1

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

(this “Agreement”), dated as of June 17, 2026, is made and entered into by and between Rumble Inc., a Delaware

corporation (the “Company”), and Tether Investments S.A. de C.V. (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor are

parties to that certain Registration Rights Agreement, dated as of February 7, 2025 (the “February 2025 Registration Rights

Agreement”) pursuant to which the Company granted the Investor certain registration rights with respect to certain securities

of the Company;

WHEREAS, the Company and the Investor are

parties to (a) that certain Transaction Support Agreement, dated November 10, 2025 (the “Transaction Support Agreement”),

pursuant to which, among other matters, the Company issued to the Investor and/or may issue to Investor newly issued shares of the Company’s

Class A common stock, par value $0.0001 per share (the “Common Stock”) in exchange for no par-value bearer shares

of Northern Data AG, a German stock corporation (Aktiengesellschaft), each with a nominal amount of EUR 1.00 or in exchange for

other consideration, pursuant to the terms of the Transaction Support Agreement; (b) that certain Equity Commitment Agreement, dated November

10, 2025 (the “Equity Commitment Agreement”), pursuant to which, among other matters, the Company issued and

sold and/or may issue and sell Common Stock to the Investor, and the Investor purchased and/or may purchase Common Stock from the Company

pursuant to the terms of the Equity Commitment Agreement; and (c) that certain Sale and Transfer and Amendment and Restatement Agreement,

dated November 10, 2025, and the Loan Agreement, dated as of June 17, 2026 (the “A&R and Loan Agreements”),

pursuant to which, among other matters, the Company issued and sold Common Stock to the Investor, and the Investor purchased Common Stock

from the Company, pursuant to the terms of the A&R and Loan Agreement (collectively, the “Issuances”);

WHEREAS, pursuant to Section 5.5 of the

February 2025 Registration Rights Agreement, the provisions, covenants and conditions set forth therein may be amended or modified upon

the written consent of the Company and the “Holders” of a majority-in-interest of the “Registrable Securities”

(as such terms are defined in the February 2025 Registration Rights Agreement) at the time in question;

WHEREAS, as of the date hereof, Investor

holds all of the “Registrable Securities” (as such term is defined in the February 2025 Registration Rights Agreement); and

WHEREAS, as contemplated by the Transaction

Support Agreement, the Company and the Investor desire to amend and restate the February 2025 Registration Rights Agreement in order to

provide the Holders (as defined below) with substantially similar registration rights with respect to additional securities of the Company,

as set forth in this Agreement.

NOW, THEREFORE, in consideration

of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this

Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“A&R and Loan Agreement”

shall have the meaning given in the Recitals hereto.

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after

consultation with the executive officers of and counsel to the Company, (i) would be required to be made in any Registration Statement

or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact

or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary

prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such

time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information

public.

“Agreement” shall have

the meaning given in the Preamble.

“Block Trade” means an

offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise)

without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” shall mean the

Board of Directors of the Company.

“Class C Common Stock”

shall mean the Company’s Class C common stock, par value $0.0001 per share.

“Closing” shall have

the meaning set forth in the Transaction Support Agreement.

“Company” shall have

the meaning given in the Preamble.

“Common Stock” shall

have the meaning given in the Recitals hereto.

“Company Shelf Takedown Notice”

shall have the meaning given in subsection 2.1.3.

“Demand Registration”

shall have the meaning given in subsection 2.2.1.

“Demanding Holders” shall

have the meaning given in subsection 2.2.1.

“Effectiveness Deadline”

shall have the meaning given in subsection 2.1.1.

“Equity Commitment Agreement”

shall have the meaning given in the Recitals hereto.

“Exchange Act” shall

mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“ExchangeCo Shares” means

exchangeable shares in the capital of 1000045728 Ontario Inc., which shares are (a) issued “in tandem” with shares of Class

C Common Stock and (b) exchangeable for shares of Common Stock.

“Existing Registration Rights Holders”

shall mean the parties to the September 2022 Registration Rights Agreement (other than the Company).

“Form S-1 Shelf” shall

have the meaning given in subsection 2.1.1.

“Form S-3 Shelf” shall

have the meaning given in subsection 2.1.1.

“Fully Diluted Basis”

shall mean, as of any time of determination, all issued and outstanding shares of Common Stock as of such time, assuming for purposes

of the calculation that all outstanding ExchangeCo shares have been exchanged for shares of Common Stock (with a concomitant redemption

of shares of Class C Common Stock).

“Holders” shall mean

the Investor, and its successors and assigns, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section

5.2; provided, that upon any Holder (or any such person or entity) ceasing to hold Registrable Securities, they shall cease to be

a Holder.

“Issuances” shall have

the meaning given in the Recitals hereto.

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“Maximum Number of Securities”

shall have the meaning given in subsection 2.2.4.

“Misstatement” shall

mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of any prospectus and any preliminary

prospectus, in the light of the circumstances under which they were made) not misleading.

“Permitted Transferees”

shall mean (a) any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities pursuant

to (i) the Transaction Support Agreement or this Agreement or (ii) any other applicable agreement between such Holder and the Company,

and (b) any transferee thereafter of any person or entity referenced in the preceding clause (a).

“Piggyback Registration”

shall have the meaning given in subsection 2.3.1.

“Pre-Funded Warrants”

means the pre-funded warrants that may be issued in lieu of shares of Common Stock pursuant to the terms of the Transaction Support Agreement,

the Equity Commitment Agreement or the A&R and Loan Agreement.

“Pro Rata” shall mean,

in the context of a Registration involving multiple Holders of Registrable Securities or holders of Common Stock, as applicable, the percentage

derived by dividing (x) the aggregate number of Registrable Securities and/or shares of Common Stock proposed to be sold by such participant

in such Registration by (y) the aggregate number of Registrable Securities and/or shares of Common Stock proposed to be sold by all participants

in such Registration.

“Prospectus” shall mean

the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and

all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

shall mean (a) the shares of Common Stock issued to the Investor pursuant to the Issuances (including any Issuances that occur after the

Closing), (b) the shares of Common Stock issuable to the Investor pursuant to the Pre-Funded Warrants, (c) to the extent not included

within the preceding clause (a) or (b), any outstanding shares of Common Stock or any other security (including the shares of Common Stock

issued or issuable upon the exercise of any other security) of the Company held by a Holder as of the Closing, and (d) any other equity

security of the Company issued or issuable with respect to any share of Common Stock described in the foregoing clauses (a) through (c)

by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;

provided, however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities

when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and

such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement (except any

transfer to a Permitted Transferee); (ii) such securities shall have ceased to be outstanding; (iii) such securities shall have been sold

without registration pursuant to Rule 144; or (iv) such securities shall have been sold to, or through, a broker, dealer or underwriter

in a public distribution or other public securities transaction. Notwithstanding the foregoing, when the term “Registrable Security”

is used herein in the express context of Company securities owned by the Existing Registration Rights Holders, “Registrable Security”

shall have the meaning given to such term in the September 2022 Registration Rights Agreement.

“Registration” shall

mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses”

shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees

(including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities

exchange on which the Common Stock is then listed;

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(B) fees and expenses of compliance with

securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications

of Registrable Securities);

delivery expenses;

(D) reasonable fees and disbursements

of counsel for the Company;

(E) reasonable fees and disbursements

of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one

(1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Shelf Underwritten Offering or a Demand Registration

to be registered for offer and sale in the applicable Registration.

“Registration Statement”

shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the

Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration

statement, and all exhibits to and all material incorporated by reference in such registration statement. For the avoidance of doubt,

if the Holders elect that a post-effective amendment to an existing Registration Statement be filed pursuant to Section 2.1.1, such amended

Registration Statement shall be a Registration Statement hereunder.

“Removed Shares” shall

have the meaning given in Section 2.6.

“Requesting Holder” shall

have the meaning given in subsection 2.2.1.

“Restricted Securities”

shall have the meaning given in subsection 3.6.1.

“Rule 144” shall mean

Rule 144 promulgated under the Securities Act, or any successor rule promulgated thereafter by the SEC.

“Rule 415” shall have

the meaning given in subsection 2.1.1.

“SEC” shall mean the

United States Securities and Exchange Commission.

“SEC Guidance” means

(i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff whether

formally or informally or publicly or privately and (ii) the Securities Act.

“Securities Act” shall

mean the Securities Act of 1933, as amended from time to time.

“September 2022 Registration Rights

Agreement” means that certain Amended and Restated Registration Rights Agreement, dated as of September 16, 2022, by and

among the Company, CFAC Holdings VI, LLC, a Delaware limited liability company, and certain other stockholders of the Company party thereto.

“Shelf Takedown Notice”

shall have the meaning given in subsection 2.1.3.

“Shelf Underwritten Offering”

shall have the meaning given in subsection 2.1.3.

“Transaction Support Agreement”

shall have the meaning given in the Recitals hereto.

“Underwriter” shall mean

a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s

market-making activities.

“Underwritten Registration”

or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter

in a firm commitment underwriting for distribution to the public.

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ARTICLE II

REGISTRATIONS

2.1 Shelf Registration.

2.1.1 Initial Registration. The

Company shall, as soon as practicable but no later than September 4, 2026, file a Registration Statement (or, at the Holders’ election,

a post-effective amendment to an existing Registration Statement) under the Securities Act to permit the public resale of all the Registrable

Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision

adopted by the SEC then in effect) (“Rule 415”) on the terms and conditions specified in this subsection

2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable

after the filing thereof, but in no event later than the earlier of (i) sixty (60) calendar days following the filling thereof (or 90

calendar days following the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement),

and (ii) the second (2nd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC

that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness

Deadline”). The Registration Statement filed with the SEC pursuant to this subsection 2.1.1 shall be a shelf registration

statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1

(a “Form S-1 Shelf”) or such other form of registration statement as is then available to effect a registration

for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit

any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration

Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method

or combination of methods legally available to, and requested by, the Holders. The Company shall cause such Registration Statement filed

pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended or to file and bring effective a new

Registration Statement, to the extent necessary to ensure that such Registration Statement is available or, if not available, that another

Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities

have ceased to be Registrable Securities; provided, however, the Company shall not be required to supplement, amend and/or bring a new

Registration Statement effective more frequently than once per fiscal quarter. As soon as practicable following the effective date of

a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business day of such date, the

Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant

to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects

with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case

of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

2.1.2 Form S-3 Shelf. If the Company

files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall use its best

efforts to file a Form S-1 Shelf as promptly as practicable (but in any event, within ten (10) calendar days) to replace the shelf registration

statement that is a Form S-3 Shelf and have the Form S-1 Shelf declared effective as promptly as practicable and to cause such Form S-1

Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available

or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders

until all such Registrable Securities have ceased to be Registrable Securities.

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2.1.3 Shelf Takedown. At any time

and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2,

any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant

to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that

such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $35,000,000 from such Shelf Underwritten Offering or (b) reasonably

expect to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event less than $10,000,000.

All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown

Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold

in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten

Offering. Within five (5) business days after receipt of any Shelf Takedown Notice that is not a Block Trade, the Company shall give written

notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown

Notice”) and, subject to reductions consistent with the Pro Rata calculations in Section 2.2.4, shall use commercially

reasonable efforts to include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received

written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter

into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter

or Underwriters selected by the initiating Holders after consultation with the Company and shall take all such other reasonable actions

as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities.

In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article

IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities

and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities

by the Company. Notwithstanding anything to the contrary set forth in this subsection 2.1.3

or subsection 2.2.1, a request by any Holder(s) for a Shelf Underwritten Offering pursuant to this subsection 2.1.3 shall

count as a Demand Registration for purposes of the limitations on the number of Demand Registrations set forth in the last sentence of

subsection 2.2.1 for so long as the Registrable Securities requested to be sold in such Shelf Underwritten Offering by such

Holder(s) pursuant to this subsection 2.2.1 (after giving effect to any to reductions consistent with the Pro Rata calculations

in Section 2.2.4) have actually been sold in connection therewith.

2.1.4 Holder Information Required

for Participation in Shelf Registration. At least ten (10) business days prior to the first anticipated filing date of a Registration

Statement pursuant to this Article II, the Company shall notify each Holder in writing of the anticipated filing of such Registration

Statement (which may be by email), and request from each Holder all information reasonably necessary about the Holder to include such

Holder’s Registrable Securities in such Registration Statement. Notwithstanding anything else in this Agreement, the Company shall

not be obligated to include such Holder’s Registrable Securities to the extent the Company has not received such information, and

received any other reasonably requested agreements or certificates, on or prior to the third (3rd) business day prior to the first anticipated

filing date of a Registration Statement pursuant to this Article II.

2.2 Demand Registration.

2.2.1 Request for Registration.

Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective

Registration Statement pursuant to subsection 2.1.1 outstanding covering the Registrable Securities, the Holders holding at least

a majority-in-interest of the then-outstanding number of Registrable Securities held by the Holders (for purposes of this subsection

2.2, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable

Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended

method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten

(10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of

such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable

Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s

Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing,

within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification

from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included

in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration

of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, but

not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall

the Company be obligated to effect more than an aggregate of eight (8) Registrations pursuant to a Demand Registration by the Holders

under this subsection 2.2.1 with respect to any or all Registrable Securities held by such Holders; provided, however,

that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may

be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding

Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold,

in accordance with Section 3.1 of this Agreement.

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2.2.2 Effective Registration.

Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration pursuant to a Demand

Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the SEC with respect to a Registration

pursuant to a Demand Registration has been declared effective by the SEC and (ii) the Company has complied with all of its obligations

under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared

effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by

any stop order or injunction of the SEC, federal or state court or any other governmental agency, the Registration Statement with respect

to such Registration shall be deemed not to have been declared effective, unless and until, (a) such stop order or injunction is removed,

rescinded or otherwise terminated, and (b) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter

affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five

(5) days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration

Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration

becomes effective or is subsequently terminated.

2.2.3 Underwritten Offering. Subject

to the provisions of subsection 2.2.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise

the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration

shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its

Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering

and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such

Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3 shall

enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest

of the Demanding Holders initiating the Demand Registration, which Underwriter(s) shall be reasonably satisfactory to the Company.

2.2.4 Reduction of Underwritten Offering.

If the managing Underwriter or Underwriters in an Underwritten Registration, in good faith, advises the Company, the Demanding Holders

and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and

the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company

desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual

piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number

of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing,

the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities,

as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering,

as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders which can be sold without exceeding

the Maximum Number of Securities (it being understood and agreed that the number of Registrable Securities included in any Registration

pursuant to this clause (i) shall be calculated on a Pro Rata basis as among the Holders); (ii) second, to the extent that the Maximum

Number of Securities has not been reached under the foregoing clause (i), any of the Existing Registration Rights Holders exercising their

right to register their Registrable Securities pursuant to the September 2022 Registration Rights Agreement, (it being understood and

agreed that the number of Registrable Securities included in any Registration pursuant to this clause (ii) shall be calculated on a Pro

Rata basis as among the Existing Registration Rights Holders exercising their contractual rights to participate in such Registration);

(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) and (ii), Common

Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;

and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii),

Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant

to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

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2.2.5 Demand

Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (if any),

pursuant to a Registration under subsection 2.2.1 shall have the right to withdraw from a Registration pursuant to such Demand

Registration or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notification

to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration at least one (1) business

day prior to the effectiveness of the Registration Statement filed with the SEC with respect to the Registration of their Registrable

Securities pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at least five (5)

business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement, the

Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration

or a Shelf Underwritten Offering prior to its withdrawal under this subsection 2.2.5.

2.3 Piggyback Registration.

2.3.1 Piggyback Rights. If the

Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities

or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own account or for the account of

stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section

2.2 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii)

for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an

offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company

shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less

than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type

of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter

or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the

sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written

notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable

Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters

of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1

to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such

Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution

thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection

2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering

by the Company.

2.3.2 Reduction of Piggyback Registration.

If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises

the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or

number of shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which

Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of

Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.3

hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual

piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for

the Company’s account, the Company shall include in any such Registration (A) first, the shares of Common Stock or other equity

securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the

extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of (i) Holders

exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof and (ii) the Existing Registration

Rights Holders exercising their right to register their Registrable Securities pursuant to the September 2022 Registration Rights Agreement,

in each case, which can be sold without exceeding the Maximum Number of Securities (it being understood and agreed that the number of

Registrable Securities included in any Registration pursuant to this clause (B) shall be calculated on a Pro Rata basis as among the Holders

and the Existing Registration Rights Holders who are exercising their contractual rights to participate in such Registration); and (C)

third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of

Common Stock, if any, as to which Registration has been requested or demanded pursuant to written contractual piggy-back registration

rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

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(b) If the Registration is pursuant to

a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration

(A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders

of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum

Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights

to register their Registrable Securities pursuant to subsection 2.3.1, Pro Rata, which can be sold without exceeding the Maximum

Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses

(A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding

the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the

Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold

without exceeding the Maximum Number of Securities.

2.3.3 Piggyback Registration Withdrawal.

Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon

written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback

Registration prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Piggyback Registration (or

in the case of an Underwritten Registration pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the

applicable offering). The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons

pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback

Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement,

the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal

under this subsection 2.3.3.

2.3.4 Unlimited Piggyback Registration

Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration

pursuant to a Demand Registration effected under Section 2.2 hereof or a Shelf Underwritten Offering effected under subsection

2.1.3.

2.4 Restrictions on Registration Rights.

If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing

of, and ending on a date ninety (90) days after the effective date of, a Company initiated Registration and provided that the Company

has delivered written notice to the Holders prior to receipt of a Shelf Underwritten Offering pursuant to subsection 2.1.3 or a

Demand Registration pursuant to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to

cause the applicable Registration Statement to become effective; (B) the Holders have requested a Shelf Underwritten Offering or an Underwritten

Registration, as applicable, and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite

the offer; or (C) in the good faith judgment of the Board such Shelf Underwritten Offering or Registration would be materially detrimental

to the Company and the Board concludes as a result that it is essential to defer such Shelf Underwritten Offering or the filing of such

Registration Statement at such time, as applicable, then in each case the Company shall furnish to such Holders a certificate signed by

the Chairman of the Board or the Chief Executive Officer stating that, in the good faith judgment of the Board, it would be materially

detrimental to the Company for such Shelf Underwritten Offering to be commenced or such Registration Statement to be filed, as applicable,

in the near future and that it is therefore essential to defer such Shelf Underwritten Offering or the filing of such Registration Statement,

as applicable. In such event, the Company shall have the right to defer such offering or filing for a period of not more than sixty (60)

days; provided, however, that the Company shall not defer its obligation in this manner more than twice in any 12-month

period, or for an aggregate period of more than ninety (90) days in any twelve month period (the “Aggregate Blocking Period”).

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2.5 Block Trades. Notwithstanding any other

provision of this Article II, but subject to Sections 2.4 and 3.4, if the Holders desire to effect a Block Trade, the Holders

shall provide written notice to the Company at least five (5) business days prior to the date such Block Trade will commence. As expeditiously

as possible, the Company shall use its reasonable best efforts to facilitate such Block Trade. The Holders shall use reasonable best efforts

to work with the Company and the Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the

subject of such Block Trade) in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation

related to the Block Trade and any related due diligence and comfort procedures.

2.6 Rule 415; Removal. If at any time the

SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant

to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities

Act (provided, however, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of

the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation

612.09) or requires a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each holder of Registrable

Securities thereof (or in the case of the SEC requiring a Holder to be named as an “underwriter,” the applicable Holders)

and (ii) use reasonable best efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary

offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the applicable Holders

is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority

of the Registrable Securities held by the Holders, and subject to such Registration Statement, each such legal counsel shall have the

review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions

with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such

written submission with respect to this matter shall be made to the SEC to which the applicable set of Holders’ counsel reasonably

objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6,

the SEC refuses to alter its position, the Company shall, at the applicable Holder(s)’ option, (i) remove from such Registration

Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (ii) agree to such restrictions

and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance

with the requirements of Rule 415; provided, however, that the Company shall only be required to include such Holder’s

Registrable Securities in the Registration Statement if the Holder agrees to be named as an “underwriter” in such Registration

Statement. In the event of a share removal pursuant to this Section 2.6, the Company shall give the applicable Holders at least

five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of the applicable

Holders (who, for the avoidance of doubt, shall solely consist of those Holders the SEC is requiring to be named as an “underwriter”)

pursuant to this Section 2.6 shall be allocated between the applicable Holders on a pro rata basis based on the aggregate amount

of Registrable Securities held by such applicable Holders. In the event of a share removal of some or all Holders pursuant to this Section

2.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event

shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms

of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed

Shares for resale pursuant to Rule 415 on an effective Registration Statement, the Company shall not be able to defer the filing of a

Registration Statement pursuant to Section 2.4 hereof.

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ARTICLE III

CERTAIN PROCEDURES

3.1 General Procedures. If the Company is

required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit

the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company

shall, as expeditiously as possible:

3.1.1 prepare and file with the SEC as

soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause

such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement

have been sold;

3.1.2 prepare and file with the SEC such

amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested

by any Holder with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as

may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities

Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such

Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement

to the Prospectus;

3.1.3 prior to filing a Registration

Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and each Holder of

Registrable Securities included in such Registration, and each such Holder’s legal counsel, copies of such Registration Statement

as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and

documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus),

and such other documents as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal counsel

for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of

Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration

Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Holder of Registrable

Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action

necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental

authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that

may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the

disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required

to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which

it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities

to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant

agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable

Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending

the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use

its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to

the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish

a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly

upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

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3.1.9 notify the Holders at any time

when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any

event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then

to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the

Holders (such representative to be selected by a majority of the participating Holders), the Underwriter(s), if any, and any attorney(s)

or accountant(s) retained by such Holders or Underwriter(s) to participate, at each such person’s own expense, in the preparation

of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested

by any such representative(s), Underwriter, attorney(s) or accountant(s) in connection with the Registration; provided, however,

that such representative(s) or Underwriter enters into a confidentiality agreement, in form and substance reasonably satisfactory to the

Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name

of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment

or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration

Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing

each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company

shall include unless contrary to applicable law;

3.1.11 obtain a “comfort”

letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form

and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter(s) may reasonably

request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities

are delivered for sale pursuant to such Registration, obtain an opinion and a negative assurance letter, each dated such date, of counsel

representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,

and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being

given as the Underwriter(s), placement agent(s) or sales agent(s) may reasonably request and as are customarily included in such opinions

and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.13 in the event of any Underwritten

Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter

of such offering;

3.1.14 make available to its security

holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the

first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the

provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the

SEC);

3.1.15 if the Registration involves the

Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available

senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by

the Underwriter(s) in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate

reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

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3.2 Registration Expenses. Except as otherwise

provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that

the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions

and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”

all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten

Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration

initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting

arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up

agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure.

Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders

shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus

correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as

soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may

be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time

would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements

that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice

of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest

period of time, but in no event more than forty-five (45) days, determined in good faith by the Company to be necessary for such purpose.

In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt

of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell

Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its

rights under this Section 3.4.

3.5 Reporting Obligations; Legend Removal.

3.5.1 As

long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange

Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required

to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further

covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to

enable such Holder to sell the shares of Common Stock held by such Holder without registration under the Securities Act within the limitation

of the exemptions provided by Rule 144, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver

to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

3.5.2 Upon

request of a Holder, the Company shall promptly cause any legend affixed to any Registrable Securities to be removed from any certificate

for any Registrable Securities to the extent that such legend is no longer required under the Securities Act and applicable state laws,

including by providing any opinion of counsel that may be required by the transfer agent to effect such removal.

3.6 Limitations on Registration Rights.

Notwithstanding any other provision herein to the contrary, no Holder may exercise any of its rights under Article II at any time

when such Holder beneficially owns less than 2% of the outstanding shares of Common Stock calculated on a Fully Diluted Basis.

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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify,

to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder

(within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees)

caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus

or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or

necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished

in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors

and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing

with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration

Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information

and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the

extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within

the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable

attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary

Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary

to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information

or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to

indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder

of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable

Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers,

directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in

the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification

herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided

that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure

has not materially prejudiced the indemnifying party) and (ii) permit such indemnifying party to assume the defense of such claim with

counsel reasonably satisfactory to the indemnified party if the indemnifying party provides notice of such to the indemnified party within

30 days of the indemnifying party’s receipt of notice of such claim. After notice from the indemnifying party to the indemnified

party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses

except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection

with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other

charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party

has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel)

that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available

to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the

indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such

action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such

action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the

commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense

of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding

or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate

firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. If such

defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without

its consent (but such consent shall not be unreasonably withheld). No indemnifying party shall, without the consent of the indemnified

party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating

to the matters contemplated by this Section 4 (whether or not any indemnified party is a party thereto), unless such settlement, compromise

or consent (1) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory

to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include

a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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4.1.4 The indemnification provided for

under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party

or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and

each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by

any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable

for any reason.

4.1.5 If the indemnification provided

under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect

of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the

indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages,

liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified

party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall

be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of

a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying

party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information

and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection

4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The

amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject

to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses

reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just

and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of

allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant

to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1 Notices. Any notice or communication

under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage

prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of

delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered,

or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices,

on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery,

electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger)

or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed,

if to the Company, 444 Gulf of Mexico Dr., Longboat Key, FL 34228, Attention: Chief Financial Officer, and, if to any Holder, at such

Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address

for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective

thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights,

duties and obligations of the Company and the Holders of Registrable Securities, as the case may be, hereunder may not be assigned or

delegated by the Company or the Holders of Registrable Securities, as the case may be, in whole or in part, except in connection with

a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound

by the transfer restrictions set forth in this Agreement, provided that any Holder may assign its rights hereunder to an affiliate of

such Holder.

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5.2.2 This Agreement and the provisions

hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the

Holders, which shall include Permitted Transferees.

5.2.3 This Agreement shall not confer

any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement, including Section

4.1 and Section 5.2 hereof.

5.2.4 No assignment by any party hereto

of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company

shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the

assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished

by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section

5.2 shall be null and void.

5.3 Counterparts. This Agreement may be

executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which

together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING

THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL

BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND

TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR

ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

5.5 Amendments and Modifications. Upon the

written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities at the time in question,

compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,

covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment

hereto or waiver hereof that adversely affects one Holder or group of affiliated Holders, solely in its capacity as a holder of the shares

of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the

consent of the Holder or group of affiliated Holders so affected. No course of dealing between any Holder or the Company and any other

party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement

shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies

under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder

by such party.

5.7 Term. This Agreement shall terminate

upon the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior

to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated

thereafter by the SEC)) or (B) with respect to any Holder, such Holder ceasing to hold Registrable Securities.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have

caused this Registration Rights Agreement to be executed as of the date first written above.

COMPANY:

RUMBLE INC.

By:

/s/ Maurice F. Edelson

Name:

Maurice F. Edelson

Title:

General Counsel and Corporate Secretary

INVESTOR:

Tether Investments S.A. de C.V.

By:

/s/ Giancarlo Devasini

Name:

Giancarlo Devasini

Title:

Sole Administrator

[Signature Page to Registration Rights Agreement]

EX-10.2 — AMENDMENT NO. 1 TRANSACTION AGREEMENT, DATED AS OF JUNE 17, 2026, BY AND BETWEEN RUMBLE INC. AND TETHER INVESTMENTS, S.A. DE C.V

EX-10.2

Filename: ea029508101ex10-2.htm · Sequence: 5

Exhibit 10.2

AMENDMENT NO. 1 TO TRANSACTION AGREEMENT

This Amendment No. 1 to Transaction

Agreement (this “Amendment”), dated as of June 17, 2026 (the “Effective Date”), is made by and between

Rumble Inc., a Delaware corporation (the “Company”), and Tether Investments S.A. de C.V. (as successor in interest

to Tether Investments Limited) (the “Investor”) in reference to that certain Transaction Agreement (the “Transaction

Agreement”), dated as of December 20, 2024, by and between the Company and the Investor. The Company and the Investor are each

referred to herein from time to time as a “Party” and together as the “Parties”. Capitalized terms

used herein and not otherwise defined herein shall have the meanings set forth in the Transaction Agreement.

W I T N E S S E T H:

WHEREAS, the Parties are parties

to that certain Transaction Support Agreement, dated as of November 10, 2025 (the “Transaction Support Agreement”),

pursuant to which, among other matters, the Investor will sell to the Company, and the Company will purchase from the Investor, all of

the Sold Shares (as defined in the Transaction Support Agreement); and

WHEREAS, in consideration for,

among other things, the other Party’s entry into the Transaction Support Agreement and the consummation of the transactions contemplated

thereby (the “ND Transaction”), each of the Parties desires to amend certain provisions of the Transaction Agreement

in accordance with Section 10.02(a) of the Transaction Agreement, effective as of the Effective Date.

NOW THEREFORE, in consideration

of the foregoing and the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1. Amendments to

the Transaction Agreement. The Parties hereby agree to amend the Transaction Agreement effective as of the Effective Date as follows:

(a) For

the avoidance of doubt, the Parties acknowledge and agree that all references to “Shares” in Section 6.06 (Investor Agreement

to Vote), Section 6.07 (Standstill) and Section 6.08 (Restrictions on Transfers of Shares) of the Transaction Agreement

includes all shares of Class A Common Stock that may be held or beneficially owned by the Investor or its Affiliates from time to time,

including any shares of Class A Common Stock that may be issued to the Investor or its Affiliates pursuant to the Transaction Support

Agreement, including any Rumble Share Consideration and/or shares of Class A Common Stock issued pursuant to Section 9.13 (Squeeze-Out)

of the Transaction Support Agreement.

(b) References

in Section 6.07(a) of the Transaction Agreement to “the Offer” shall be deleted and replaced by “the Offer or the ND

Transaction Documents.”

in Section 6.07(a) of the Transaction Agreement to “the Closing (being the later of the First Closing and Second Closing in the

event Section 2.02(c) is applicable)” shall be deleted and replaced by “the ND Transaction Closing.”

(d) There

shall be added a paragraph (b) to Section 6.07, which shall read as follows:

“(b) As used herein, the term

‘ND Transaction Closing’ has the same meaning as the term “Closing” and the term ‘ND Transaction

Documents’ has the same meaning as the term “Transaction Documents,” in each case, as defined in that certain Transaction

Support Agreement, dated as of November 10, 2025, by and between the Company and the Investor.”

Section 2. References.

Each reference in the Transaction Agreement to “hereof”, “hereunder”, “herein” or “hereby”

and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the

Transaction Agreement shall from and after the Effective Date refer to the Transaction Agreement as amended hereby, except as the context

otherwise requires.

Section 3. Expenses.

All costs and expenses incurred in connection with this Amendment shall be paid by the party incurring such cost or expense.

Section 4. Miscellaneous.

Sections 10.01, 10.02, 10.05, 10.06, 10.07, 10.08, 10.09, 10.10, 10.11 and 10.12 of the Transaction Agreement shall apply to this Amendment

mutatis mutandis, and are incorporated herein by reference.

Section 5. Termination.

If the Transaction Support Agreement is terminated in accordance with Article X thereof prior to the consummation of the ND Transaction

Closing, then Section 1 and Section 3 of this Amendment shall automatically be null and void ab initio and of no

force and effect, but Section 2, Section 4, Section 5 and this Section 6 shall not be affected by such SPA

Termination.

Section 6. Effect

on Original Agreement. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other

provisions of the original Transaction Agreement shall remain in full force and effect in accordance with their respective terms. This

Amendment shall not constitute an amendment or waiver of any provision of the Transaction Agreement except as expressly set forth herein.

Upon the execution and delivery hereof, the Transaction Agreement shall thereupon be deemed to be amended as hereinabove set forth as

fully and with the same effect as if the amendments made hereby were originally set forth in the original Transaction Agreement, and this

Amendment and the Transaction Agreement shall henceforth be read, taken and construed as one and the same instrument, but such amendments

and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Transaction Agreement. As

used in the original Transaction Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereto,”

and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise,

the Transaction Agreement as amended by this Amendment and Waiver. In the event of any inconsistency between this Amendment and the Transaction

Agreement with respect to the matters set forth herein, this Amendment shall take precedence and control.

[signature pages follow]

- 2 -

WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective duly authorized officers, as of the date

first above written.

RUMBLE INC.

By:

/s/ Maurice F.

Edelson

Name:

Maurice F. Edelson

Title:

General Counsel and Corporate Secretary

Tether Investments S.A. de C.V.

By:

/s/ Giancarlo Devasini

Name:

Giancarlo Devasini

Title:

Sole Administrator

[Signature Page to Amendment No. 1 to Transaction

Agreement]

EX-99.1 — PRESS RELEASE OF RUMBLE INC., DATED JUNE 17, 2026

EX-99.1

Filename: ea029508101ex99-1.htm · Sequence: 6

Exhibit 99.1

Rumble Closes Acquisition of Northern Data

Acquires Over 200 MW of Unmonetized Energy Capacity

Immediate Access to one of Europe’s largest

Independent GPU Estates, With Roughly 22,000 High-end NVIDIA GPUs

Northern Data Increases Full Year Revenue Outlook

by Approximately 30%, Expects to Deliver Revenue in the Range of 170 to 190 million Euros

Longboat Key, FL – June 17, 2026 –

Rumble (NASDAQ: RUM), today announced the closing of the acquisition of Northern Data AG (“Northern Data”), a leading provider

of AI and high-performance computing (HPC) infrastructure. Rumble now owns approximately 85.2% of Northern Data’s outstanding shares.

“Closing this transaction marks a defining

step in our evolution,” said Chris Pavlovski, Founder and Chief Executive Officer. “We now have over 200 MW of unmonetized

energy capacity and substantial contracted revenue across Rumble. Investors can see that we are very quickly entering an entirely new

level of fundamentals for our business, both in terms of the quality of the infrastructure we control and the anchor partnerships that

validate it.”

With the acquisition of Northern Data, Rumble

takes a giant step forward, instantly becoming a meaningful, growing player in the AI compute-as-a-service, power, and data center markets,

while unlocking AI opportunities across Rumble’s video platform to support advertisers, users, and creators.

The acquisition of Northern Data delivers an immediate

and quantifiable uplift to Rumble’s financial profile. Northern Data has recently raised its full-year 2026 revenue outlook to 170 to 190 million euros,

an increase from the prior expectation of 130 to 150 million euros, with utilization of its roughly 22,000 NVIDIA H100 and H200 GPUs reaching approximately 85% in March

2026.

The demand is validated by Rumble’s recently

announced multi-year agreement with Together AI with a $270 million total contract value for dedicated GPU cloud capacity powered by NVIDIA

Blackwell B300 systems.

Scaled Infrastructure with Untapped Potential

With Northern Data, Rumble now has roughly 250

MW of current energized and planned power, almost all of which is expected to come online by 2027 across ten data centers, four of which

are owned. More than 200 MW of this capacity is currently unmonetized, providing substantial headroom to deploy additional high-end

GPUs and layer on incremental services over time. In addition, Rumble gains access to one of Europe’s largest independent GPU estates,

with roughly 22,000 high-end NVIDIA GPUs and a growing high-density, liquid-cooled data center footprint across Europe.

Rumble Cloud contributes a scaled CPU-based compute,

storage, and network backbone originally designed to power Rumble’s world-class low-latency video delivery. Together, these assets represent

the mix of GPU, CPU, power, and edge connectivity required to build the backbone for a new class of agentic enterprises, startups and

creators whose businesses are run by AI agents and infrastructure working on their behalf at cloud scale.

Advisors

Guggenheim Securities, LLC acted as lead financial advisor, Willkie Farr & Gallagher LLP is serving as legal counsel to Rumble. Latham

& Watkins LLP and Gleiss Lutz served as legal counsel, Jefferies Financial Group Inc. acted as lead financial advisor, and Berenberg

as financial advisor to Northern Data.

About RUM Group Inc.

As separately announced today, Rumble introduced

a new business unit and legal name for the company following the closing of its acquisition of Northern Data AG, effective June 18, 2026.

RUM Group Inc. (NASDAQ: RUM) is the holding company for Rumble and Quake AI. RUM Group Inc.’s mission is to maximize the power of human

imagination through an independent technology ecosystem built on privacy, resilience, and an open alternative to Big Tech. Rumble is the

leading independent video platform. Quake AI combines the assets of Northern Data and Rumble Cloud into a full-stack GPU and cloud computing

platform, delivering the infrastructure for the next generation of Agentic AI enterprises.

Cautionary Statements Regarding Forward-Looking Statements

Certain statements in this press release constitute

“forward-looking statements”” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Certain

of these forward-looking statements can be identified by using words such as “anticipates,” “believes,” “intends,”

“estimates,” “targets,” “expects,” “endeavors,” “forecasts,” “could,”

“will,” “may,” “future,” “likely,” “on track to deliver,” “continues

to,” “looks forward to,” “is primed to,” “plans,” “projects,” “assumes,”

“should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties,

and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking

statements included in this press release are based on our current beliefs and expectations of our management as of the date hereof. These

statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause

actual results to differ materially from those forward-looking statements include risks related to the Northern Data business combination,

including the success of the business following the Transactions; the ability to successfully integrate Rumble’s and Northern Data’s

businesses; risks related to disruption of management time from ongoing business operations due to the transaction; the risk that the

transaction can negatively impact the ability of Rumble and Northern Data to retain customers, retain or hire key personnel, maintain

relationships with their respective suppliers and customers, and on their operating results and businesses generally; the risk that the

combined business may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve those

synergies; the risk of fluctuations in revenue due to lengthy sales and approval process required by major and other service providers