Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-028140

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

Item: Material Modifications to Rights of Security Holders

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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EX-5.1 (ex5-1.htm)

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8-K

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2026-06-10

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 10,

2026

BITMINE

IMMERSION TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42675

84-3986354

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

800

Connecticut Avenue, Norwalk,

Connecticut 06854

(Address

of Principal Executive Offices) (ZIP Code)

(203)

401-8200

(Registrant’s

Telephone Number, Including Area Code)

(Former

Name or Former Address, If Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

Stock, par value $0.0001 per share

BMNR

The

New York Stock Exchange

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: ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Item

3.03. Material Modification to Rights of Security Holders.

June 10, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) issued 3,500,000 shares of 9.50% Series

A Perpetual Preferred Stock (the “Series A Preferred Stock”) in a public offering (the “Offering”)

registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an Underwriting

Agreement, dated June 4, 2026 (as previously reported on the Company’s Current Report on Form 8-K filed with the Securities and

Exchange Commission on June 5, 2026), by and among the Company and Moelis & Company LLC and Cantor Fitzgerald & Co., as underwriters.

In connection with the issuance of Series A Preferred Stock, the Company filed a Certificate of Designations (the “Certificate

of Designations”) with the Secretary of State of the State of Delaware designating an aggregate of 3,500,000 shares of,

and establishing the terms of, the Series A Preferred Stock.

The

Series A Preferred Stock will accumulate cumulative dividends (“Regular Dividends”) at a rate per annum equal

to 9.50% (the “Regular Dividend Rate”) of the stated amount of $100 per share (the “Stated Amount”),

regardless of whether or not declared or funds are legally available for their payment. Regular Dividends will be payable when, as

and if declared by the Company’s board of directors, out of funds legally available for their payment, solely in cash, weekly in

arrears on each Friday (or the next business day if such Friday is not a business day), beginning on the second Friday following the

Initial Issue Date (each, a “Regular Dividend Payment Date”). The Company may in the future elect to pay dividends

more frequently than weekly.

any accumulated Regular Dividend (or any portion thereof) on the Series A Preferred Stock is not paid on the applicable Regular Dividend

Payment Date (or, if such Regular Dividend Payment Date is not a business day, the next business day), then additional dividends (“Compounded

Dividends”) will accumulate on the amount of such unpaid Regular Dividend, compounded weekly at the Compounded Dividend

Rate (as defined below), from, and including, such Regular Dividend Payment Date to, but excluding, the date the same, including all

Compounded Dividends thereon, is paid in full. The “Compounded Dividend Rate” applicable to any unpaid Regular

Dividend that was due on a Regular Dividend Payment Date (or, if such regular dividend payment date is not a business day, the next

business day) will initially be a rate per annum equal to the Regular Dividend Rate plus 5 basis points (based on a weekly regular

dividend period); provided, however, that until such Regular Dividend, together with Compounded Dividends thereon, is

paid in full, such Compounded Dividend Rate will increase by 5 basis points per annum (based on a weekly regular dividend period)

for each subsequent Regular Dividend Period, up to a maximum rate of 15% per annum. The Company will have the flexibility to elect

to increase the payment frequency of Regular Dividends to be more often than weekly and, in the event that the Company so elects, the

additional dividend rate increase per regular dividend period will be proportionately reduced to reflect such shorter regular dividend

period such that the maximum aggregate additional dividend rate increase per annum is 260 basis points.

the Company fails to declare a Regular Dividend on or prior to the record date applicable to a Regular Dividend Payment Date, such failure

(without any further action by the Company) shall automatically constitute a notice of deferral. Upon issuance of such notice,

the Company shall use its commercially reasonable efforts over the following 30-day period to sell Common Stock, other securities and/or

digital assets to raise proceeds in an amount sufficient to cover any deferred dividends that would have been due with respect to the

applicable Regular Dividend Payment Date, plus Compounded Dividends thereon.

The

Series A Preferred Stock has a par value of $0.0001 per share and initially has a liquidation preference of $100 per share, subject to

adjustment as set forth below (the “Liquidation Preference”). The Series A Preferred Stock will rank senior

to the Company’s common stock, $0.0001 par value per share (the “Common Stock”), other Junior Stock and

all other future preferred equity with respect to the payment of dividends and the distribution of assets upon the Company’s

liquidation, dissolution or winding up, subject to certain exceptions. The Series A Preferred Stock will be equal in rank with

any Dividend Parity Stock and Liquidation Parity Stock, with respect to the distribution of assets upon our liquidation, dissolution

or winding up, and will be junior to the Company’s existing and future indebtedness, structurally junior to the liabilities

of the Company’s subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding

that ranks senior thereto.

the Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of Series A Preferred Stock will

be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid Regular Dividends and any Compounded

Dividends on, their shares of Series A Preferred Stock out of the Company’s assets or funds legally available for distribution

to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of Common Stock or

other Junior Stock.

The

Liquidation Preference of the Series A Preferred Stock shall initially be $100 per share; provided, however, that, effective

immediately after the close of business on each business day after the Initial Issue Date (and, if applicable, during the course of

a business day on which any sale transaction to be settled by the issuance of Series A Preferred Stock is executed, from the exact time

of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference

per share of Series A Preferred Stock will be adjusted to the greatest of (i) the Stated Amount; (ii) in the case of any business day

with respect to which the Company has, on such business day or on any business day during the ten trading day period preceding such business

day, executed any sale transaction to be settled by the issuance of Series A Preferred Stock, an amount equal to the Last Reported Sale

Price per share of Series A Preferred Stock on the trading day immediately before the applicable business day; and (iii) the arithmetic

average of the Last Reported Sale Prices per share of Series A Preferred Stock for each trading day of the ten consecutive trading days

immediately preceding such business day; provided, however, that, if applicable, the reference in clause (iii) to ten will be replaced

by such lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding,

such business day. Notwithstanding anything to the contrary in the preceding sentence, at all times before the first date on which the

Company executes any sale transaction to be settled by the issuance of Series A Preferred Stock (other than the Series A Preferred Stock

initially issued on the initial issue date), the liquidation preference per share of Series A Preferred Stock will be $100.

The

Company will have the right, at its election, to redeem all, and not less than all, of the Series A Preferred Stock, at any time, for

cash if the total number of shares of Series A Preferred Stock then outstanding is less than 25% of the total number of shares of the

Series A Preferred Stock originally issued on the Initial Issue Date and in any future offering of the Series A Preferred Stock, taken

together (a “Clean-Up Call”). The Company will also have the right, at its election, to redeem all, and not

less than all, of the Series A Preferred Stock, at any time, for cash if a “Tax Event” occurs (a “Tax Redemption”).

The

redemption price for any Series A Preferred Stock to be redeemed pursuant to an Optional Redemption (other than a Clean-Up Call or Tax

Redemption) will be a cash amount per share equal to: (i) from the Initial Issue Date to December 10, 2027 (18 months following the Initial

Issue Date), 110% of the Stated Amount; (ii) from December 10, 2027 to June 10, 2029 (three years following the Initial Issue Date),

105% of the Stated Amount; and (iii) after June 10, 2029, 100% of the Stated Amount; in each case plus accumulated and unpaid Regular

Dividends (and any Compounded Dividends thereon) to, but excluding, the redemption date. For a Clean-Up Call or Tax Redemption, the redemption

price per share will be the Liquidation Preference as of the business day before the Company sends the related redemption notice, plus

accumulated and unpaid Regular Dividends (and any Compounded Dividends thereon). The redemption date shall be not less than 30 nor more

than 60 calendar days after the date of the redemption notice.

a “Fundamental Change” occurs, then holders of the Series A Preferred Stock

will have the right to require the Company to repurchase some or all of their shares of Series A Preferred Stock at a cash repurchase

price equal to (i) the Stated Amount plus (ii) accumulated and unpaid Regular Dividends on such share to, but excluding, the Fundamental

Change repurchase date.

The

Series A Preferred Stock will have voting rights with respect to certain amendments to the Company’s certificate of incorporation

or the Certificate of Designations, certain business combination transactions and certain other matters (requiring the affirmative vote

of holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and any Voting Parity Stock, voting together

as a single class). The Company may not create or issue any class or series of stock that ranks senior to the Series A Preferred Stock

with respect to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding

up without the consent of holders of at least two-thirds of the combined outstanding voting power of the Series A Preferred Stock and

any Voting Parity Stock.

less than the full amount of accumulated and unpaid Regular Dividends on the outstanding Series A Preferred Stock have been declared

and paid by the following Regular Dividend Payment Date in respect of each of (i) a 12-month period and (ii) 18-month period,

then, in each case, subject to certain limitations set forth in the Certificate of Designations, the holders of the Series A Preferred

Stock, voting together as a single class with the holders of any Voting Parity Stock with similar voting rights then exercisable, will

have the right to elect one or two Preferred Stock Directors (as applicable) to the Company’s board of directors.

The

Series A Preferred Stock does not have preemptive rights and is not subject to any sinking fund obligations.

The above description of the Certificate of Designations and the terms of the Series A Preferred Stock is a summary and is not complete.

Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Certificate of Designations.

A copy of the Certificate of Designations and the form of the certificate representing the Series A Preferred Stock are filed as Exhibits

3.1 and 4.1, respectively, to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the

terms of the Certificate of Designations and the Series A Preferred Stock set forth in such exhibits.

Item

5.03. Amendments to Articles of Incorporation or Bylaws.

The

information set forth above in this Current Report under Item 3.03 is incorporated by reference into this Item 5.03.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

3.1

Certificate of Designations relating to the 9.50% Series A Perpetual Preferred Stock.

4.1

Form of certificate representing the 9.50% Series A Perpetual Preferred Stock (included as Exhibit A to Exhibit 3.1).

5.1

Opinion of Winston Taylor LLP.

23.1

Consent of Winston Taylor LLP (included in Exhibit 5.1).

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

BITMINE

IMMERSION TECHNOLOGIES, INC.

Dated:

June 10, 2026

By:

/s/

Chi Tsang

Name:

Chi

Tsang

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Bitmine

Immersion Technologies, Inc.

Certificate

of Designations

9.50%

Series A PERPETUAL Preferred Stock

June

10, 2026

Table

of Contents

Page

Section 1.

DEFINITIONS

Section 2.

RULES OF CONSTRUCTION

Section 3.

THE SERIES A PREFERRED STOCK

(a)

Designation; Par Value

(b)

Number of Authorized Shares

(c)

Additional Series A Preferred Stock

(d)

Form, Dating and Denominations

(e)

Execution, Countersignature and Delivery

(f)

Method of Payment; Delay When Payment Date is Not a

Business Day

(g)

Transfer Agent, Registrar and Paying Agent

(h)

Legends

(i)

Transfers and Exchanges; Transfer Taxes; Certain Transfer

Restrictions

(j)

Exchange and Cancellation of Series A Preferred Stock

to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption

(k)

Status of Retired Shares

(l)

Replacement Certificates

(m)

Registered Holders; Certain Rights with Respect to

Global Certificates

(n)

Cancellation

(o)

Shares Held by the Company or its Affiliates

(p)

Outstanding Shares

(q)

Repurchases by the Company and its Subsidiaries

(r)

Notations and Exchanges

(s)

CUSIP and ISIN Numbers

Section 4.

RANKING

Section 5.

REGULAR DIVIDENDS

(a)

Generally

(b)

Notice of Deferral

(c)

Registered Public Equity Offerings

(d)

Method of Payment

(e)

Treatment of Regular Dividends Upon Repurchase Upon

Fundamental Change or Redemption

(f)

Priority of Dividends; Limitation on Junior and Parity

Payments; No Participation Rights

Section 6.

RIGHTS UPON LIQUIDATION, DISSOLUTION OR

WINDING UP

(a)

Generally

(b)

Certain Business Combination Transactions Deemed Not

to Be a Liquidation

Section 7.

RIGHT OF THE COMPANY TO REDEEM THE SERIES

A PREFERRED STOCK

(a)

Optional Redemption

(b)

Tax Redemption

(c)

Redemption Price

(d)

Redemption Date

(e)

Redemption Notice

(f)

Repurchases or Other Acquisitions Other Than by Redemption

Not Affected

Section 8.

RIGHT OF HOLDERS TO REQUIRE THE COMPANY

TO REPURCHASE SERIES A PREFERRED STOCK UPON A FUNDAMENTAL CHANGE

(a)

Fundamental Change Repurchase Right

(b)

Funds Legally Available for Payment of Fundamental

Change Repurchase Price; Covenant Not to Take Certain Actions

(c)

Fundamental Change Repurchase Date

(d)

Fundamental Change Repurchase Price

(e)

Fundamental Change Notice

(f)

Procedures to Exercise the Fundamental Change Repurchase

Right

(g)

Payment of the Fundamental Change Repurchase Price

(h)

Compliance with Applicable Securities Laws

(i)

Third Party May Conduct Repurchase Offer In Lieu of

the Company

Section 9.

VOTING RIGHTS

(a)

Right to Designate up to Two Preferred Stock Directors

Upon Regular Dividend Non-Payment Events

(b)

Voting and Consent Rights with Respect to Specified

Matters

(c)

Procedures for Voting and Consents

Section 10.

NO PREEMPTIVE RIGHTS

Section 11.

CALCULATIONS

(a)

Responsibility; Schedule of Calculations

(b)

Calculations Aggregated for Each Holder

Section 12.

NO SINKING FUND OBLIGATIONS

Section 13.

NOTICES

Section 14.

NO OTHER RIGHTS

Exhibits

Exhibit A: Form of Series A Preferred Stock

Certificate

A-1

Exhibit B : Form of Global Certificate

Legend

B-1

Certificate

of Designations

9.50%

Series A Perpetual Preferred Stock

June 4, 2026, the Pricing Committee of the Board of Directors of Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”),

pursuant to authority granted to it by the Board of Directors of the Company, adopted the following resolution designating and creating,

out of the authorized and unissued shares of preferred stock of the Company, 3,500,000 authorized shares of a series of preferred stock

of the Company titled the “9.50% Series A Perpetual Preferred Stock”:

RESOLVED

that, pursuant to the Certificate of Incorporation (as defined below), the Bylaws (as defined below) and applicable law, a series of

preferred stock of the Company titled the “9.50% Series A Perpetual Preferred Stock,” and having a par value of $0.0001

per share and an initial number of authorized shares equal to 3,500,000, is hereby designated and created out of the authorized and unissued

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

Section

1. DEFINITIONS.

“Additional

Dividend Rate Increase” has the meaning set forth in Section 5(a)(i).

“Affiliate”

has the meaning set forth in Rule 144 under the Securities Act as in effect on the Initial Issue Date.

“Board

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

such board.

“Business

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

required by law or executive order to close or be closed.

“Bylaws”

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

“Capital

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

in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible

into such equity.

“Certificate

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

“Certificate

of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as amended and supplemented

to date, and as the same may be further amended, supplemented or restated.

“Close

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

“Common

Stock” means the common stock, par value $0.0001 per share, of the Company.

“Company”

has the meaning set forth in the preamble to this Certificate of Designations.

“Compounded

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

“Compounded

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

“Deferred

Regular Dividend Payment Date” shall mean the date that is one (1) Trading Day after the thirtieth (30th) calendar day (or

such earlier date as the Company may elect) after a Regular Dividend Payment Date with respect to which the full amount of Regular Dividends

has not been paid (or, if such Trading Day is not a Business Day, the next Business Day).

“Deferred

Regular Record Date” means the fifteenth (15th) calendar day preceding (or such more recent preceding calendar day as the Company

may elect) the relevant Deferred Regular Dividend Payment Date (whether or not a Business Day).

“Depositary”

means The Depository Trust Company or its successor, or any successor depositary for the applicable shares of Series A Preferred Stock.

“Depositary

Participant” means any member of, or participant in, the Depositary.

“Depositary

Procedures” means, with respect to any transfer, exchange or other transaction involving a Global Certificate representing

any Series A Preferred Stock, or any beneficial interest in such certificate, the rules and procedures of the Depositary applicable to

such transfer, exchange or transaction.

“Director

Qualification Requirement” has the meaning set forth in Section 9(a)(i).

“Dividend

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

series will rank senior to, or equally with, the Series A Preferred Stock with respect to the payment of dividends (without regard to

whether or not dividends accumulate cumulatively). Dividend Junior Stock includes the Common Stock. For the avoidance of doubt, Dividend

Junior Stock will not include any securities of the Company’s Subsidiaries.

“Dividend

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

expressly provide that such class or series will rank equally with the Series A Preferred Stock with respect to the payment of dividends

(without regard to whether or not dividends accumulate cumulatively). For the avoidance of doubt, Dividend Parity Stock will not include

any securities of the Company’s Subsidiaries.

“Dividend

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

will rank senior to the Series A Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends

accumulate cumulatively). For the avoidance of doubt, Dividend Senior Stock will not include any securities of the Company’s Subsidiaries.

“Electronic

Certificate” means any electronic book-entry maintained by the Transfer Agent that represents any share(s) of Series A Preferred

Stock.

“Exchange

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

“Fundamental

Change” means any of the following events:

(a)

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

(x) its Wholly Owned Subsidiaries; or (y) any employee benefit plans of the Company or its Wholly Owned Subsidiaries), files any report

with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below)

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

Stock;

(b)

the consummation of:

(i)

any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company

and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the Company’s Wholly Owned Subsidiaries;

(ii)

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

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

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

provided,

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

or indirectly “beneficially owned” (as defined below) all classes of the Company’s Common Stock immediately before

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

of all classes of common stock of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof,

in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental

Change pursuant to this clause (ii).

For

the purposes of this definition, (x) any transaction or event described in both clause (i) and in clause (ii) above (without

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

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

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

“Fundamental

Change Notice” has the meaning set forth in Section 8(e).

“Fundamental

Change Repurchase Date” means the date fixed, pursuant to Section 8(c), for the repurchase of any Series A Preferred

Stock by the Company pursuant to a Repurchase Upon Fundamental Change.

“Fundamental

Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase

Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in Section

8(f)(i) and Section 8(f)(ii).

“Fundamental

Change Repurchase Price” means the cash price payable by the Company to repurchase any share of Series A Preferred Stock upon

its Repurchase Upon Fundamental Change, calculated pursuant to Section 8(d).

“Fundamental

Change Repurchase Right” has the meaning set forth in Section 8(a).

“Global

Certificate” means any certificate (including an Electronic Certificate, subject to Section 3(d)(iii)) that (a) represents

any share(s) of Series A Preferred Stock; (b) subject to Section 3(d)(i)(2), is substantially in the form set forth in Exhibit

A, registered in the name of the Depositary or its nominee, duly executed by the Company and countersigned by the Transfer Agent;

and (c) is deposited with the Transfer Agent, as custodian for the Depositary (or, in the case of an Electronic Certificate, is otherwise

admitted for book-entry settlement through the Depositary in accordance with the Depositary Procedures).

“Global

Certificate Legend” means a legend substantially in the form set forth in Exhibit B.

“Holder”

means any person in whose name any Series A Preferred Stock is registered on the Registrar’s books.

“Initial

Issue Date” means June 10, 2026.

“Junior

Stock” means any Dividend Junior Stock or Liquidation Junior Stock.

“Last

Reported Sale Price” per share of Series A Preferred Stock for any Trading Day means the closing sale price per share (or,

if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either

case, the average of the average last bid prices and the average last ask prices per share) of Series A Preferred Stock on such Trading

Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Series A Preferred

Stock is then listed. If the Series A Preferred Stock is not listed on a U.S. national or regional securities exchange on such Trading

Day, then the Last Reported Sale Price will be the last quoted bid price per share of Series A Preferred Stock on such Trading Day in

the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Series A Preferred Stock is not so

quoted on such Trading Day, then the Last Reported Sale Price will be the mid-point of the last bid price and the last ask price per

share of Series A Preferred Stock on such Trading Day from a nationally recognized independent investment banking firm the Company selects,

which may be any of the Underwriters (or, if no such last bid price or last ask price is available, the fair value of one share of Series

A Preferred Stock on such Trading Day determined by a nationally recognized independent investment banking firm the Company selects,

which may be any of the Underwriters).

“Liquidation

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

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

liquidation, dissolution or winding up. Liquidation Junior Stock includes the Common Stock. For the avoidance of doubt, Liquidation Junior

Stock will not include any securities of the Company’s Subsidiaries.

“Liquidation

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

expressly provide that such class or series will rank equally with the Series A Preferred Stock with respect to the distribution of assets

upon the Company’s liquidation, dissolution or winding up. For the avoidance of doubt, Liquidation Parity Stock will not include

any securities of the Company’s Subsidiaries.

“Liquidation

Preference” initially means one hundred dollars ($100) per share of Series A Preferred Stock; provided, however, that,

effective immediately after the Close of Business on each Business Day after the Initial Issue Date (and, if applicable, during the course

of a Business Day on which any sale transaction to be settled by the issuance of Series A Preferred Stock is executed, from the exact

time of the first such sale transaction during such Business Day until the Close of Business of such Business Day), the Liquidation Preference

per share of Series A Preferred Stock will be adjusted to be the greatest of (a) the Stated Amount per share of Series A Preferred Stock;

(b) in the case of any Business Day with respect to which the Company has, on such Business Day or any Business Day during the ten (10)

Trading Day period preceding such Business Day, executed any sale transaction to be settled by the issuance of Series A Preferred Stock,

an amount equal to the Last Reported Sale Price per share of Series A Preferred Stock on the Trading Day immediately before such Business

Day; and (c) the arithmetic average of the Last Reported Sale Prices per share of Series A Preferred Stock for each Trading Day of the

ten (10) consecutive Trading Days immediately preceding such Business Day; provided, however, that, if applicable, the reference

in this clause (c) to ten (10) will be replaced by such lesser number of Trading Days as have elapsed during the period from,

and including, the Initial Issue Date to, but excluding, such Business Day. Notwithstanding anything to the contrary in the preceding

sentence, at all times before the first (1st) date on which the Company executes any sale transaction to be settled by the issuance of

Series A Preferred Stock (other than the Series A Preferred Stock initially issued on the Initial Issue Date), the Liquidation Preference

per share of Series A Preferred Stock will be one hundred dollars ($100). Whenever this Certificate of Designations refers to the Liquidation

Preference of the Series A Preferred Stock as of a particular date without setting forth a particular time on such date, such reference

will be deemed to be to the Liquidation Preference immediately after the Close of Business on such date. For purposes of this definition,

any reference to the Company’s execution of any sale transaction to be settled by the issuance of Series A Preferred Stock includes

any resale of any shares of Series A Preferred Stock that the Company or any of its Subsidiaries have purchased or otherwise acquired.

“Liquidation

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

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

or winding up. For the avoidance of doubt, Liquidation Senior Stock will not include any securities of the Company’s Subsidiaries.

“Market

Disruption Event” means, with respect to the Series A Preferred Stock, on any date, the occurrence or existence, during the

one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange

or other market on which the Series A Preferred Stock is listed for trading or trades, of any material suspension or limitation imposed

on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Series A Preferred

Stock or in any options contracts or futures contracts relating to the Series A Preferred Stock.

“Number

of Incremental Diluted Shares” means the increase in the number of diluted shares of the applicable class or series of Junior

Stock (determined in accordance with generally accepted accounting principles in the United States, as the same is in effect on the Initial

Issue Date, and assuming net income is positive) that would result from the grant, vesting or exercise of equity-based compensation to

directors, employees, contractors and agents (subject to proportionate adjustment for stock dividends, stock splits or stock combinations

with respect to such class or series of Junior Stock).

“Officer”

means, with respect to the Company, the Executive Chairman, the President, the Chief Executive Officer, Chief Financial Officer, the

Chief Accounting Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice President (whether or not

designated by a number or numbers or word or words added before or after the title “Vice President”).

“Optional

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

“Paying

Agent” has the meaning set forth in Section 3(g)(i).

“Person”

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

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

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

of Designations.

“Physical

Certificate” means any certificate (including an Electronic Certificate, subject to Section 3(d)(iii)) that (a) is not

a Global Certificate; and (b) represents any share(s) of Series A Preferred Stock; and (c) subject to Section 3(d)(i)(2), is substantially

in the form set forth in Exhibit A, registered in the name of the Holder of such share(s) and duly executed by the Company and

countersigned by the Transfer Agent.

“Preferred

Stock Director” has the meaning set forth in Section 9(a)(i).

“Redemption”

means an Optional Redemption or a Tax Redemption.

“Redemption

Date” means the date fixed, pursuant to Section 7(d), for the settlement of the repurchase of the Series A Preferred

Stock by the Company pursuant to a Redemption.

“Redemption

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

“Redemption

Notice Date” means, with respect to a Redemption of the Series A Preferred Stock, the date on which the Company sends the related

Redemption Notice pursuant to Section 7(e).

“Redemption

Price” means the consideration payable by the Company to repurchase any Series A Preferred Stock upon its Redemption, calculated

pursuant to Section 7(c).

“Register”

has the meaning set forth in Section 3(g)(ii).

“Registrar”

has the meaning set forth in Section 3(g)(i).

“Regular Dividend Non-Payment Event” will be deemed to occur upon the occurrence of either of the following events

(in each case, subject to Section 5(a)): (a) if less than the full amount of accumulated and unpaid Regular Dividends on the shares

of Series A Preferred Stock outstanding as of the applicable Regular Record Date have been declared and paid by the following Regular

Dividend Payment Date in respect of a number of Regular Dividend Payment Dates that are equivalent to a twelve (12)-month period; or

(b) if less than the full amount of accumulated and unpaid Regular Dividends on the shares of Series A Preferred Stock outstanding as

of the applicable Regular Record Date have been declared and paid by the following Regular Dividend Payment Date in respect of a number

of Regular Dividend Payment Dates that are equivalent to an eighteen (18)-month period. A Regular Dividend Non-Payment Event that has

occurred will be deemed to continue until such time when all accumulated and unpaid Regular Dividends on the outstanding Series A Preferred

Stock have been paid in full, at which time such Regular Dividend Non-Payment Event will be deemed to be cured and cease to be continuing.

For purposes of this definition, a Regular Dividend on the Series A Preferred Stock will be deemed to have been paid if such dividend

is declared and cash that is sufficient to pay such dividend is set aside for the benefit of the Holders entitled thereto. For the avoidance

of doubt, the Regular Dividend Non-Payment Events set forth in clauses (a) and (b) above are separate Regular Dividend

Non-Payment Events, each providing for a separate right to appoint a Preferred Stock Director pursuant to Section 9(a).

“Regular

Dividend Payment Date” means, with respect to any share of Series A Preferred Stock, (a) every Friday of each year, or if such

Friday is not a Business Day, the immediately following Business Day, beginning on the second Friday following the Initial Issue Date,

or beginning on such other date specified in the certificate representing such share, on which Regular Dividends are payable in cash

weekly in arrears, or (b) if the Company makes a definitive election pursuant to Section 5(a)(i) to pay Regular Dividends more

frequently than weekly, such more frequent dates as may be designated by the Company in its sole discretion. At any time that the Company

changes the frequency of the Regular Dividend Payment Date, the Company will provide five (5) Business Days notice to the Holders.

“Regular

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

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

“Regular

Dividend Rate” means 9.50% per annum.

“Regular

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

“Regular

Record Date” means, with respect to any Regular Dividend Payment Date, the 10th day immediately preceding such Regular Dividend

Payment Date.

“Repurchase

Upon Fundamental Change” means the repurchase of any share of Series A Preferred Stock by the Company pursuant to Section

“SEC”

means the U.S. Securities and Exchange Commission.

“Securities

Act” means the Securities Act of 1933, as amended.

“Series

A Preferred Stock” has the meaning set forth in Section 3(a).

“Share

Agent” means the Transfer Agent or any Registrar or Paying Agent.

“Specified

Dividend Payment Date” means a Regular Dividend Payment Date or a Deferred Regular Dividend Payment Date.

“Specified

Regular Record Date” means a Regular Record Date or a Deferred Regular Record Date.

“Stated

Amount” means one hundred dollars ($100) per share of Series A Preferred Stock.

“Subsidiary”

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

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

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

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

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

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

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

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

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

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

or limited liability company.

“Tax Event” will be deemed to occur if the Company has received an opinion of counsel experienced in such matters

to the effect that, as a result of:

(a)

any amendment to, clarification of, or change, including any announced prospective change, in the laws or treaties of the United States

or any of its political subdivisions or taxing authorities, or any regulations under those laws or treaties;

(b)

an administrative action, which means any judicial decision or any official administrative pronouncement, ruling, regulatory procedure,

notice or announcement, including any notice or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory

procedure or regulation;

(c)

any amendment to, clarification of, or change in the official position or the interpretation of any administrative action or judicial

decision or any interpretation or pronouncement that provides for a position with respect to an administrative action or judicial decision

that differs from the previously generally accepted position, in each case by any legislative body, court, governmental authority or

regulatory body, regardless of the time or manner in which that amendment, clarification or change is introduced or made known; or

(d)

a threatened challenge asserted in writing in connection with a tax audit of the Company or any of its Subsidiaries, or a publicly known

threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are

substantially similar to the Series A Preferred Stock,

which

amendment, clarification or change is effective or the administrative action is taken or judicial decision, interpretation or pronouncement

is issued or threatened challenge is asserted or becomes publicly known after the date of the Company’s preliminary prospectus

supplement relating to the initial offering and sale of the Series A Preferred Stock, there is more than an insubstantial risk that any

of the outstanding Series A Preferred Stock is treated as “fast-pay stock” within the meaning of Treasury Regulation Section

1.7701(l)-3(b)(2) (or becomes subject to substantially similar successor provision).

“Tax

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

“Trading

Day” means, with respect to the Series A Preferred Stock, any day on which (a) trading in the Series A Preferred Stock generally

occurs on the principal U.S. national or regional securities exchange on which the Series A Preferred Stock is then listed or, if the

Series A Preferred Stock, as applicable, is not then listed on a U.S. national or regional securities exchange, on the principal other

market on which the Series A Preferred Stock is then traded; and (b) there is no Market Disruption Event. If the Series A Preferred Stock

is not so listed or traded, then “Trading Day” with respect to the Series A Preferred Stock means a Business Day.

“Transfer

Agent” means Equiniti Trust Company, LLC or its successor as provided in Section 3(g)(iii).

“Underwriters”

means Moelis & Company LLC and Cantor Fitzgerald & Co.

“Voting

Parity Stock” means, with respect to any matter as to which Holders are entitled to vote pursuant to Section 9(a) or

Section 9(b), each class or series of outstanding Dividend Parity Stock or Liquidation Parity Stock, if any, upon which voting

rights are conferred and are exercisable with respect to such matter. For the avoidance of doubt, Voting Parity Stock will not include

any securities of the Company’s Subsidiaries.

“Wholly

Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests

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

Section

2. RULES OF CONSTRUCTION. For purposes of this Certificate of Designations:

(a)

“or” is not exclusive;

(b)

“including” means “including without limitation”;

(c)

“will” expresses a command;

(d)

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

(e)

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

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

of any such division or allocation;

(f)

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

(g)

“herein,” “hereof” and other words of similar import refer to this Certificate of Designations as a whole and

not to any particular Section or other subdivision of this Certificate of Designations, unless the context requires otherwise;

(h)

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

(i)

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

Section

3. THE SERIES A PREFERRED STOCK.

(a)

Designation; Par Value. A series of stock of the Company titled the “9.50% Series A Perpetual Preferred Stock” (the

“Series A Preferred Stock”) is hereby designated and created out of the authorized and unissued shares of preferred

stock of the Company. The par value of the Series A Preferred Stock is $0.0001 per share.

(b)

Number of Authorized Shares. The total authorized number of shares of Series A Preferred Stock is three million five hundred thousand

(3,500,000); provided, however, that, without the consent of any Holder or other Person, the total number of authorized shares

of Series A Preferred Stock may, by resolution of the Board of Directors, hereafter be (i) reduced to a number that is not less than

the number of shares of Series A Preferred Stock then outstanding; or (ii) increased; provided that in no event will such increase

be by an amount that exceeds the total number of authorized and undesignated shares of preferred stock of the Company.

(c)

Additional Series A Preferred Stock. After the Initial Issue Date, the Company may, without the consent of any Holder, but subject

to the provisions of this Certificate of Designations (including Section 3(e)), (i) originally issue additional shares of Series

A Preferred Stock with the same terms as the other shares of Series A Preferred Stock then outstanding (except, to the extent applicable,

with respect to the date as of which Regular Dividends begin to accumulate on, the first Regular Dividend Payment Date for, and transfer

restrictions applicable to, such additional shares of Series A Preferred Stock), which additional shares of Series A Preferred Stock

will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, shares of

Series A Preferred Stock; or (ii) resell any Series A Preferred Stock that the Company or any of its Subsidiaries has purchased or otherwise

acquired; provided, however, that if any such additional or resold shares of Series A Preferred Stock are not fungible with other

shares of Series A Preferred Stock then outstanding for purposes of federal securities laws or, if applicable, the Depositary Procedures,

then such additional or resold shares of Series A Preferred Stock will be identified by a separate CUSIP number or by no CUSIP number.

In addition, without the consent of any Holder, the Company may create and issue, or increase the authorized or issued number of, any

other class or series of stock that is not Dividend Senior Stock or Liquidation Senior Stock.

(d)

Form, Dating and Denominations.

(i)

Form and Date of Certificates Representing Series A Preferred Stock.

(1)

Generally. Each certificate representing any Series A Preferred Stock will: (1) subject to Section 3(d)(i)(2), be substantially

in the form set forth in Exhibit A; (2) bear the legends required by Section 3(h) (and may bear notations, legends or endorsements

required by law, stock exchange rule or usage or the Depositary); and (3) be dated as of the date it is countersigned by the Transfer

Agent.

(2)

Modifications to the Form of Certificates to Accommodate Issuance of Additional Series A Preferred Stock. Notwithstanding anything

to the contrary in this Certificate of Designations, if any Series A Preferred Stock is originally issued after the Initial Issue Date

pursuant to Section 3(c), then the certificate(s) representing such Series A Preferred Stock may contain deviations from the form

set forth in Exhibit A that the Company in good faith determines are appropriate to permit the timely and orderly issuance thereof

(including, for the avoidance of doubt, issuances on a daily basis pursuant to an “at-the-market” or similar program) and

to accommodate any reasonable requirements of the Transfer Agent in connection therewith.

(ii)

Global Certificates; Physical Certificates. Except as otherwise provided in the applicable resolutions of the Board of Directors

providing for the original issuance of any Series A Preferred Stock, such Series A Preferred Stock will be issued initially in the form

of one or more Global Certificates. Global Certificates may be exchanged for Physical Certificates, and Physical Certificates may be

exchanged for Global Certificates, only as provided in Section 3(i).

(iii)

Electronic Certificates; Interpretation. For purposes of this Certificate of Designations, (1) each Electronic Certificate will

be deemed to include the text of, and to otherwise to be in, the form of Certificate set forth in Exhibit A (subject to Section

3(d)(i)(2)); (2) any legend, registration number or other notation that is required to be included on a Physical Certificate or Global

Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form

that does not permit affixing legends thereto; (3) any reference in this Certificate of Designations to the “delivery” of

any Electronic Certificate will be deemed to be satisfied upon the registration (or delivery to the Transfer Agent of an instruction

for the registration) of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4)

any requirement to deliver or surrender an Electronic Certificate to the Paying Agent for settlement in connection with a Repurchase

Upon Fundamental Change or Redemption will be deemed to be satisfied upon the satisfaction of all other requirements for such settlement;

and (5) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and

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

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

by the Transfer Agent.

(iv)

No Bearer Certificates; Denominations. The Series A Preferred Stock will be issued only in registered form and only in whole numbers

of shares.

(v)

Registration Numbers. Each certificate representing any share(s) of Series A Preferred Stock will bear a unique registration number

that is not affixed to any other certificate representing any other outstanding share of Series A Preferred Stock.

(e)

Execution, Countersignature and Delivery.

(i)

Due Execution by the Company. Subject to Section 3(d)(iii), at least two (2) duly authorized Officers will sign each certificate

representing any Series A Preferred Stock on behalf of the Company by manual or facsimile signature. For the avoidance of doubt, facsimile

signatures will include electronic signatures. The validity of any Series A Preferred Stock will not be affected by the failure of any

Officer whose signature is on any certificate representing such Series A Preferred Stock to hold, at the time such certificate is countersigned

by the Transfer Agent, the same or any other office at the Company.

(ii)

Countersignature by Transfer Agent. Subject to Section 3(d)(iii), (1) no Series A Preferred Stock will be valid until the

certificate representing it is countersigned by the Transfer Agent; and (2) each such certificate will be deemed to be duly countersigned

only when an authorized signatory of the Transfer Agent (or a duly appointed agent thereof) manually signs the countersignature block

set forth in such certificate.

(f)

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

(i)

Method of Payment.

(1)

Global Certificates. The Company will pay (or cause a Paying Agent to pay) all declared Regular Dividends or other amounts due

on any Series A Preferred Stock represented by a Global Certificate by wire transfer of immediately available funds.

(2)

Physical Certificates. The Company will pay (or cause a Paying Agent to pay) all declared Regular Dividends or other amounts due

on any Series A Preferred Stock represented by a Physical Certificate as follows:

(A)

if the aggregate Stated Amount of the Series A Preferred Stock represented by such Physical Certificate is at least five million dollars

($5,000,000) (or such lower amount as the Company may choose in its sole and absolute discretion) and the Holder of such Series A Preferred

Stock entitled to such Regular Dividend or amount has delivered to the Paying Agent, no later than the time set forth in the next sentence,

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

available funds to such account; and

(B)

in all other cases, by check mailed to the address of such Holder set forth in the Register.

be timely, such written request must be delivered no later than the Close of Business on the following date: (x) with respect to the

payment of any declared Regular Dividend due on a Regular Dividend Payment Date for the Series A Preferred Stock, the immediately preceding

Regular Record Date; and (y) with respect to any other payment, the date that is five (5) calendar days immediately before the date such

payment is due.

(ii)

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

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

such payment may be made on the immediately following Business Day with the same force and effect as if such payment were made on such

due date (and, for the avoidance of doubt, no interest, dividend or other amount will accrue or accumulate on such payment as a result

of the related delay). Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized

or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”

(g)

Transfer Agent, Registrar and Paying Agent.

(i)

Generally. The Company will maintain (1) an office or agency in the continental United States where Series A Preferred Stock may

be presented for registration of transfer or for exchange (the “Registrar”); and (2) an office or agency in the continental

United States where Series A Preferred Stock may be presented for payment (the “Paying Agent”). If the Company fails

to maintain a Registrar or Paying Agent, then the Transfer Agent will act as such. For the avoidance of doubt, the Company or any of

its Subsidiaries may act as Registrar or Paying Agent. Notwithstanding anything to the contrary in this Section 3(g)(i) or in

Section 3(g)(iii), each of the Transfer Agent, Registrar and Paying Agent with respect to any Series A Preferred Stock represented

by a Global Certificate must at all times be a Person that is eligible to act in that capacity under the Depositary Procedures.

(ii)

Duties of the Registrar. The Company will cause the Registrar to keep a record (the “Register”) of the names

and addresses of the Holders, the number of shares of Series A Preferred Stock held by each Holder and the transfer, exchange, repurchase

and Redemption of the Series A Preferred Stock. Absent manifest error, the entries in the Register will be conclusive and the Company

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

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

(iii)

Co-Agents; Company’s Right to Appoint Successor Transfer Agent, Registrar and Paying Agent. The Company may appoint one

or more co-Registrars and co-Paying Agents, each of whom will be deemed to be a Registrar or Paying Agent, as applicable, under this

Certificate of Designations. Subject to Section 3(g)(i), the Company may change the Transfer Agent or any Registrar or Paying

Agent (including appointing itself or any of its Subsidiaries to act as a Registrar or Paying Agent) without notice to any Holder; provided,

however, that the Company will not remove a Person acting as Transfer Agent under this Certificate of Designations until and unless

a successor has been appointed and has accepted such appointment. Upon the request of any Holder, the Company will notify such Holder

of the name and address of each Share Agent or co-Share Agent.

(iv)

Initial Appointments. The Company appoints Equiniti Trust Company, LLC, as the initial Transfer Agent, the initial Paying Agent

and the initial Registrar.

(v)

Duties When the Company or its Subsidiary Acts as Paying Agent. If the Company or any of its Subsidiaries acts as Paying Agent,

then (1) it will segregate for the benefit of the Holders all money and other property held by it as Paying Agent; and (2) references

in this Certificate of Designations to the Paying Agent holding cash or other property, or to the delivery of cash or other property

to the Paying Agent, in each case for payment or delivery to any Holders or with respect to the Series A Preferred Stock, will be deemed

to refer to cash or other property so segregated, or to the segregation of such cash or other property, respectively.

(h)

Legends.

(i)

Global Certificate Legend. Each Global Certificate will bear the Global Certificate Legend (or any similar legend, not inconsistent

with this Certificate of Designations, required by the Depositary for such Global Certificate).

(ii)

Other Legends. The certificate(s) representing any Series A Preferred Stock may bear any other legend or text, not inconsistent

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

on which such Series A Preferred Stock is traded or quoted or as may be otherwise reasonably determined by the Company to be appropriate

based on the advice of nationally recognized outside counsel.

(iii)

Acknowledgment and Agreement by the Holders. A Holder’s acceptance of any Series A Preferred Stock represented by a certificate

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

with, the restrictions set forth in such legend.

(i)

Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions.

(i)

Provisions Applicable to All Transfers and Exchanges.

(1)

Generally. Subject to this Section 3(i), Series A Preferred Stock represented by a Physical Certificate, and beneficial

interests in Global Certificates representing any Series A Preferred Stock, may be transferred or exchanged from time to time and, in

the case of a Physical Certificate, the Company will cause the Registrar to record each such transfer or exchange in the Register.

(2)

No Services Charge; Transfer Taxes. The Company and the Share Agents will not impose any service charge on any Holder for any

transfer or exchange of any Series A Preferred Stock, but the Company, the Transfer Agent and the Registrar may require payment of a

sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer or exchange

of Series A Preferred Stock, other than exchanges pursuant to Section 3(j) or Section 3(r) not involving any transfer.

(3)

No Transfers or Exchanges of Fractional Shares. Notwithstanding anything to the contrary in this Certificate of Designations,

all transfers or exchanges of Series A Preferred Stock must be in an amount representing a whole number of shares of Series A Preferred

Stock, and no fractional share of Series A Preferred Stock may be transferred or exchanged.

(4)

Legends. Each certificate representing any share of Series A Preferred Stock that is issued upon transfer of, or in exchange for,

another share of Series A Preferred Stock will bear each legend, if any, required by Section 3(h).

(5)

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

or exchange of any Series A Preferred Stock, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable

after the date of such satisfaction.

(ii)

Transfers and Exchanges of Series A Preferred Stock Represented by Global Certificates.

(1)

Subject to the immediately following sentence, no Series A Preferred Stock represented by a Global Certificate may be transferred or

exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary

or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such

successor Depositary. No Series A Preferred Stock represented by a Global Certificate may be transferred to, or exchanged for, Series

A Preferred Stock represented by one or more Physical Certificates; provided, however, that a Global Certificate will be exchanged,

pursuant to customary procedures, for one or more Physical Certificates if:

(A)

(x) the Depositary notifies the Company or the Transfer Agent that the Depositary is unwilling or unable to continue as Depositary for

such Global Certificate or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange

Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation; or

(B)

the Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Certificate for Series A Preferred

Stock represented by one or more Physical Certificates at the request of the owner of such beneficial interest.

(2)

Upon satisfaction of the requirements of this Certificate of Designations to effect a transfer or exchange of any Series A Preferred

Stock represented by a Global Certificate:

(A)

the Company will cause the Registrar to reflect any resulting decrease of the number of shares of Series A Preferred Stock represented

by such Global Certificate by notation on the “Schedule of Exchanges of Interests in the Global Certificate” forming part

of such Global Certificate (and, if such notation results in such Global Certificate representing zero shares of Series A Preferred Stock,

then the Company may (but is not required to) instruct the Transfer Agent to cancel such Global Certificate pursuant to Section 3(n));

(B)

if required to effect such transfer or exchange, then the Company will cause the Registrar to reflect any resulting increase of the number

of shares of Series A Preferred Stock represented by any other Global Certificate by notation on the “Schedule of Exchanges of

Interests in the Global Certificate” forming part of such other Global Certificate;

(C)

if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and cause the Transfer Agent to countersign,

in each case in accordance with Section 3(e), a new Global Certificate bearing each legend, if any, required by Section 3(h);

and

(D)

if the Series A Preferred Stock represented by such Global Certificate, or any beneficial interest therein, is to be exchanged for Series

A Preferred Stock represented by one or more Physical Certificates, then the Company will issue, execute and deliver, and cause the Transfer

Agent to countersign, in each case in accordance with Section 3(e), one or more Physical Certificates that (x) each represent

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

Stock equal to the number of shares of Series A Preferred Stock represented by such Global Certificate that are to be so exchanged; (y)

are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary procedures); and (z) bear

each legend, if any, required by Section 3(h).

(3)

Each transfer or exchange of a beneficial interest in any Global Certificate will be made in accordance with the Depositary Procedures.

(iii)

Transfers and Exchanges of Series A Preferred Stock Represented by Physical Certificates.

(1)

Subject to this Section 3(i), a Holder of any Series A Preferred Stock represented by a Physical Certificate may (x) transfer

any whole number of shares of such Series A Preferred Stock to one or more other Person(s); (y) exchange any whole number of shares of

such Series A Preferred Stock for an equal number of shares of Series A Preferred Stock represented by one or more other Physical Certificates;

and (z) if then permitted by the Depositary Procedures, transfer any whole number of shares of such Series A Preferred Stock in exchange

for a beneficial interest in the same number of shares of Series A Preferred Stock represented by one or more Global Certificates; provided,

however, that, to effect any such transfer or exchange, such Holder must surrender such Physical Certificate representing the Series

A Preferred Stock to be transferred or exchanged to the office of the Transfer Agent or the Registrar, together with any endorsements

or transfer instruments reasonably required by the Company, the Transfer Agent or the Registrar.

(2)

Upon the satisfaction of the requirements of this Certificate of Designations to effect a transfer or exchange of any whole number of

shares of a Holder’s Series A Preferred Stock represented by a Physical Certificate (such Physical Certificate being referred to

as the “old Physical Certificate” for purposes of this Section 3(i)(iii)(2)):

(A)

such old Physical Certificate will be promptly canceled pursuant to Section 3(n);

(B)

if only part of the Series A Preferred Stock represented by such old Physical Certificate is to be so transferred or exchanged, then

the Company will issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section

3(e), one or more Physical Certificates that (x) each represent a whole number of shares of Series A Preferred Stock and, in the

aggregate, represent a total number of shares of Series A Preferred Stock equal to the number of shares of Series A Preferred Stock represented

by such old Physical Certificate not to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each

legend, if any, required by Section 3(h);

(C)

in the case of a transfer:

(I)

to the Depositary or a nominee thereof that will hold its interest in the shares of Series A Preferred Stock to be so transferred in

the form of one or more Global Certificates, the Company will cause the Registrar to reflect an increase in the number of shares of Series

A Preferred Stock represented by one or more existing Global Certificates by notation on the “Schedule of Exchanges of Interests

in the Global Certificate” forming part of such Global Certificate(s), which increase(s) are each in whole numbers of shares of

Series A Preferred Stock and aggregate to the total number of shares of Series A Preferred Stock to be so transferred, and which Global

Certificate(s) bear each legend, if any, required by Section 3(h); provided, however, that if such transfer cannot be so

effected by notation on one or more existing Global Certificates (whether because no Global Certificates bearing each legend, if any,

required by Section 3(h) then exist, because any such increase will result in any Global Certificate representing a number of

shares of Series A Preferred Stock exceeding the maximum number permitted by the Depositary or otherwise), then the Company will issue,

execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section 3(e), one or more Global

Certificates that (x) each represent a whole number of shares of Series A Preferred Stock and, in the aggregate, represent a total number

of shares of Series A Preferred Stock equal to the number of shares of Series A Preferred Stock that are to be so transferred but that

are not effected by notation as provided above; and (y) bear each legend, if any, required by Section 3(h); and

(II)

to a transferee that will hold its interest in the shares of Series A Preferred Stock to be so transferred in the form of one or more

Physical Certificates, the Company will issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance

with Section 3(e), one or more Physical Certificates that (x) each represent a whole number of shares of Series A Preferred Stock

and, in the aggregate, represent a total number of shares of Series A Preferred Stock equal to the number of shares of Series A Preferred

Stock to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section

3(h); and

(D)

in the case of an exchange, the Company will issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in

accordance with Section 3(e), one or more Physical Certificates that (x) each represent a whole number of shares of Series A Preferred

Stock and, in the aggregate, represent a total number of shares of Series A Preferred Stock equal to the number of shares of Series A

Preferred Stock to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Certificate was registered;

and (z) bear each legend, if any, required by Section 3(h).

(iv)

Transfers of Shares Subject to Redemption. Notwithstanding anything to the contrary in this Certificate of Designations, the Company,

the Transfer Agent and the Registrar will not be required to register the transfer of or exchange any share of Series A Preferred Stock

that has been called for Redemption pursuant to a Redemption Notice, except to the extent that the Company fails to pay the related Redemption

Price when due.

(j)

Exchange and Cancellation of Series A Preferred Stock to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.

(i)

Cancellation of Series A Preferred Stock Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.

(1)

Physical Certificates. If a Holder’s Series A Preferred Stock represented by a Physical Certificate (or any portion thereof

that has not theretofore been exchanged pursuant to Section 3(j)(i)) (such Physical Certificate being referred to as the “old

Physical Certificate” for purposes of this Section 3(j)(i)(1)) is to be repurchased pursuant to a Repurchase Upon Fundamental

Change or Redemption, then, promptly after the later of the time such Series A Preferred Stock is deemed to cease to be outstanding pursuant

to Section 3(p) and the time such old Physical Certificate is surrendered for such repurchase, (A) such old Physical Certificate

will be canceled pursuant to Section 3(n); and (B) in the case of a repurchase, the Company will issue, execute and deliver to

such Holder, and cause the Transfer Agent to countersign, in each case in accordance with Section 3(e), one or more Physical Certificates

that (x) each represent a whole number of shares of Series A Preferred Stock and, in the aggregate, represent a total number of shares

of Series A Preferred Stock equal to the number of shares of Series A Preferred Stock represented by such old Physical Certificate that

are not to be repurchased; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 3(h).

(2)

Global Certificates. If a Holder’s Series A Preferred Stock represented by a Global Certificate (or any portion thereof)

is to be repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Series A Preferred

Stock is deemed to cease to be outstanding pursuant to Section 3(p), the Company will cause the Registrar to reflect a decrease

of the number of shares of Series A Preferred Stock represented by such Global Certificate in an amount equal to the number of shares

of Series A Preferred Stock represented by such Global Certificate that are to be so repurchased, as applicable, by notation on the “Schedule

of Exchanges of Interests in the Global Certificate” forming part of such Global Certificate (and, if the number of shares represented

by such Global Certificate is zero following such notation, cancel such Global Certificate pursuant to Section 3(n)).

(k)

Status of Retired Shares. Upon any share of Series A Preferred Stock ceasing to be outstanding, such share will be deemed to be

retired and to resume the status of an authorized and unissued share of preferred stock of the Company.

(l)

Replacement Certificates. If a Holder of any Series A Preferred Stock claims that the certificate(s) representing such Series

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

the Transfer Agent to countersign, in each case in accordance with Section 3(e), a replacement certificate representing such Series

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

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

Company. In the case of a lost, destroyed or wrongfully taken certificate representing any Series A Preferred Stock, the Company and

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

and the Transfer Agent to protect the Company and the Transfer Agent from any loss that any of them may suffer if such certificate is

replaced.

Every

replacement Series A Preferred Stock issued pursuant to this Section 3(l) will, upon such replacement, be deemed to be outstanding

Series A Preferred Stock, entitled to all of the benefits of this Certificate of Designations equally and ratably with all other Series

A Preferred Stock then outstanding.

(m)

Registered Holders; Certain Rights with Respect to Global Certificates. Only the Holder of any Series A Preferred Stock will have

rights under this Certificate of Designations as the owner of such Series A Preferred Stock. Without limiting the generality of the foregoing,

Depositary Participants, as such, will have no rights under this Certificate of Designations with respect to the Series A Preferred Stock

represented by any Global Certificate held on their behalf by the Depositary or its nominee, or by the Transfer Agent as its custodian,

and the Company and the Share Agents, and their respective agents, may treat the Depositary as the absolute owner of the Series A Preferred

Stock represented by such Global Certificate for all purposes whatsoever; provided, however, that (i) the Holder of any Series

A Preferred Stock represented by any Global Certificate may grant proxies and otherwise authorize any Person, including Depositary Participants

and Persons that hold interests in Series A Preferred Stock through Depositary Participants, to take any action that such Holder is entitled

to take with respect to the Series A Preferred Stock represented by such Global Certificate under this Certificate of Designations; and

(ii) the Company and the Share Agents, and their respective agents, will use commercially reasonable efforts to give effect to any written

certification, proxy or other authorization furnished by the Depositary.

(n)

Cancellation. The Company may at any time deliver Series A Preferred Stock to the Transfer Agent for cancellation. The Registrar

and the Paying Agent will forward to the Transfer Agent each share of Series A Preferred Stock duly surrendered to them for transfer,

exchange or payment. The Company will cause the Transfer Agent to promptly cancel all shares of Series A Preferred Stock so surrendered

to it in accordance with its customary procedures.

(o)

Shares Held by the Company or its Affiliates. Without limiting the generality of Sections 3(p) and 3(q), in determining

whether the Holders of the required number of outstanding shares of Series A Preferred Stock (and, if applicable, Voting Parity Stock)

have concurred in any direction, waiver or consent, shares of Series A Preferred Stock owned by the Company or any of its Affiliates

will be deemed not to be outstanding.

(p)

Outstanding Shares.

(i)

Generally. The shares of Series A Preferred Stock that are outstanding at any time will be deemed to be those shares of Series

A Preferred Stock that, at such time, have been duly executed by the Company and countersigned by the Transfer Agent, excluding those

shares of Series A Preferred Stock that have theretofore been (1) canceled by the Transfer Agent or delivered to the Transfer Agent for

cancellation in accordance with Section 3(n); (2) assigned a number of outstanding shares of zero by notation on the “Schedule

of Exchanges of Interests in the Global Certificate” forming part of the Global Certificate representing such Series A Preferred

Stock; (3) paid or settled in full upon their repurchase pursuant to a Repurchase Upon Fundamental Change or Redemption in accordance

with this Certificate of Designations; or (4) deemed to cease to be outstanding to the extent provided in, and subject to, clause

(ii) or (iii) of this Section 3(p).

(ii)

Replaced Shares. If any certificate representing any share of Series A Preferred Stock is replaced pursuant to Section 3(l),

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

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

(iii)

Shares to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. If, on a Fundamental Change Repurchase

Date or Redemption Date, the Paying Agent holds consideration in kind and amount that is sufficient to pay the aggregate Fundamental

Change Repurchase Price or Redemption Price, as applicable, due on such date, then (unless there occurs a default in the payment of the

Fundamental Change Repurchase Price or Redemption Price, as applicable): (1) the Series A Preferred Stock to be repurchased pursuant

to the related Repurchase Upon Fundamental Change or Redemption, as applicable, on such date will be deemed, as of such date, to cease

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

as such, will terminate with respect to such Series A Preferred Stock, other than the right to receive the Fundamental Change Repurchase

Price or Redemption Price, as applicable, as provided in Section 7 or Section 8 (and, if applicable, declared Regular Dividends

as provided in Section 5(e)).

(q)

Repurchases by the Company and its Subsidiaries. Without limiting the generality of Section 3(n), subject to applicable

law, the Company or its Subsidiaries may directly or indirectly repurchase Series A Preferred Stock in the open market or otherwise,

whether through negotiated repurchases, tender or exchange offers, cash-settled swaps or other cash-settled derivatives.

(r)

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

waiver to the Certificate of Incorporation or this Certificate of Designations changes the terms of any Series A Preferred Stock, then

the Company may, in its discretion, require the Holder of the certificate representing such Series A Preferred Stock to deliver such

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

and return such certificate to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Series A Preferred

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

a new certificate representing such Series A Preferred Stock that reflects the changed terms. The failure to make any appropriate notation

or issue a new certificate representing any Series A Preferred Stock pursuant to this Section 3(r) will not impair or affect the

validity of such amendment, supplement or waiver.

(s)

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

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

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

Section

4. RANKING. The Series A Preferred Stock will rank: (a) senior to any equity security,

including our Common Stock, any other Junior Stock and all other future preferred stock, in each case, with respect to the payment of

dividends and with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up (other than

(x) any Dividend Senior Stock or Liquidation Senior Stock whose issuance is approved by the affirmative vote or consent of Holders, and,

if applicable, holders of each class or series of Voting Parity Stock, if any, pursuant to Section 9(b), and (y) any equity security

referred to in Section 4(b)); and (b) equally with (i) Dividend Parity Stock with respect to the payment of dividends and (ii)

Liquidation Parity Stock with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up.

Section

5. REGULAR DIVIDENDS.

(a)

Generally.

(i)

Accumulation and Payment of Regular Dividends. The Series A Preferred Stock will accumulate cumulative dividends (“Regular

Dividends”) at a rate per annum equal to the Regular Dividend Rate on the Stated Amount thereof (and, to the extent described

in the second paragraph of this Section 5(a)(i), on unpaid Regular Dividends thereon), regardless of whether or not declared or

funds are legally available for their payment. Subject to the other provisions of this Section 5, such Regular Dividends will

be payable when, as and if declared by the Board of Directors, out of funds legally available for their payment solely in cash, weekly

in arrears on each Regular Dividend Payment Date (or more frequently, at the Company’s election), to the Holders as of the Close

of Business on the immediately preceding Regular Record Date. Regular Dividends on the Series A Preferred Stock will accumulate from,

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

the Initial Issue Date (in the case of the Series A Preferred Stock issued on the Initial Issue Date) or as otherwise provided pursuant

to Section 3(c) or in the certificate(s) representing the applicable Series A Preferred Stock (in the case of any other Series

A Preferred Stock)) to, but excluding, the next Regular Dividend Payment Date. Declared Regular Dividends on the Series A Preferred Stock

will be payable in the manner set forth in Section 5(d). Notwithstanding anything to the contrary herein, the Company may, upon

definitive election by the Company in its sole discretion, elect to pay Regular Dividends more frequently than weekly on such dates as

the Company may designate, and the declaration and payment of Regular Dividends on such more frequent basis shall not affect or modify

the rights of any Holder hereunder or constitute a breach of any provision of this Certificate of Designations.

any accumulated Regular Dividend (or any portion thereof) on the Series A Preferred Stock is not paid on the applicable Regular Dividend

Payment Date (or, if such Regular Dividend Payment Date is not a Business Day, the next Business Day), then additional Regular Dividends

(“Compounded Dividends”) will accumulate on the amount of such unpaid Regular Dividend, compounded weekly at the Compounded

Dividend Rate (as defined below), from, and including, such Regular Dividend Payment Date to, but excluding, the date the same, including

all Compounded Dividends thereon, is paid in full. The “Compounded Dividend Rate” applicable to any unpaid Regular

Dividend that was due on a Regular Dividend Payment Date (or, if such Regular Dividend Payment Date is not a Business Day, the next Business

Day) will initially be a rate per annum equal to the (i) Regular Dividend Rate plus (ii) five (5) basis points (based on a weekly Regular

Dividend Period); provided, however, that until such Regular Dividend, together with Compounded Dividends thereon, is paid in

full, such Compounded Dividend Rate will increase by five (5) basis points per annum (based on a weekly Regular Dividend Period) for

each subsequent Regular Dividend Period, up to a maximum rate of fifteen percent (15%) per annum (such rate increase under this clause

(ii), the “Additional Dividend Rate Increase”). Each reference in this Certificate of Designations to accumulated

or unpaid Regular Dividends will include any Compounded Dividends that accumulate thereon pursuant to the previous sentence. For the

avoidance of doubt, except as set forth in Section 5(c), nothing in this Certificate of Designations will require the Company

or the Board of Directors to declare and pay Regular Dividends, regardless of whether funds are legally available for their payment,

and Regular Dividends, if any, will be paid when, as and if declared by the Board of Directors, in its sole and absolute discretion,

out of funds legally available for their payment. The Company has the flexibility to elect to increase the payment frequency of Regular

Dividends to be more often than weekly and, in the event that the Company so elects, the Additional Dividend Rate Increase per Regular

Dividend Period will be proportionately reduced to reflect such shorter Regular Dividend Period such that the maximum aggregate Additional

Dividend Rate Increase per annum is 260 basis points.

(ii)

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

of twelve 30-day months.

(iii)

Priority of the Application of Regular Dividend Payments to Arrearages. Each payment of declared Regular Dividends on the Series

A Preferred Stock will be applied to the earliest Regular Dividend Period for which Regular Dividends have been declared but not yet

been paid.

(b)

Notice of Deferral. If the Company fails to declare a Regular Dividend on or prior to a given Regular Record Date, such failure

shall automatically (without any further action by the Company) constitute the issuance of a notice of deferral. Upon issuance of such

notice, the Company shall use its commercially reasonable efforts over the following thirty (30)-day period to sell Common Stock, other

securities and/or digital assets to raise proceeds in an amount sufficient to cover any deferred dividends that would have been due with

respect to the applicable Regular Dividend Payment Date, plus Compounded Dividends thereon, on the next Deferred Regular Dividend Payment

Date. Payment of any declared Regular Dividend on such Deferred Regular Dividend Payment Date will be made, if at all, to the Holders

of record as of the Close of Business on the Deferred Regular Record Date immediately preceding such Deferred Regular Dividend Payment

Date. If the Company fails to pay in full such Regular Dividend, plus Compounded Dividends thereon by the applicable Deferred Regular

Dividend Payment Date, such failure shall constitute a failure to declare and pay Regular Dividends for purposes of determining whether

a Regular Dividend Non-Payment Event has occurred with respect to the right to appoint directors pursuant to Section 9(a); provided,

however, if the Company pays such Regular Dividend, plus Compounded Dividends thereon, on such Deferred Regular Dividend Payment

Date in the manner set forth in this Section 5(b), then the related delay in payment shall be deemed not to constitute a failure

to declare or pay Regular Dividends for purposes of the definition of Regular Dividend Non-Payment Event.

(c)

Registered Public Equity Offerings. If the Company sells any shares of Common Stock and/or preferred stock for cash through a

registered public offering (including an at-the-market offering or follow-on offering) during the ninety (90) calendar days preceding

a Regular Record Date, then the Company will declare and pay the Regular Dividend due on the Regular Dividend Payment Date immediately

after such Regular Record Date (including, for the avoidance of doubt, Compounded Dividends, if any) to the extent the net proceeds to

the Company of such sale(s) during such ninety (90) calendar days are sufficient to pay such Regular Dividend. For the avoidance of doubt,

payments of Regular Dividends will be applied in accordance with Section 5(a)(iii). For purposes of this Section 5(c),

and for the avoidance of doubt, but without limitation, none of the following will constitute a sale of shares of Common Stock: (i) the

issuance or sale of any securities that are convertible into, or exchangeable or exercisable for, Common Stock; (ii) the issuance of

any shares of Common Stock upon the conversion, exchange or exercise of any securities referred to clause (i) above; and (iii)

the issuance or sale of any securities pursuant to a registration statement on Form S-8 (or any successor form).

For

the avoidance of doubt, to the extent the Company fails to pay any portion of such Regular Dividend in cash due to the limitations set

forth in the preceding paragraph, such portion of such Regular Dividend will constitute unpaid Regular Dividends and will accumulate

Compounded Dividends pursuant to the second paragraph of Section 5(a)(i) above.

(d)

Method of Payment. Each declared Regular Dividend on the Series A Preferred Stock will be paid in cash. Such written notice must

state the total dollar amount of the declared Regular Dividend per share of Series A Preferred Stock.

(e)

Treatment of Regular Dividends Upon Repurchase Upon Fundamental Change or Redemption. If the Fundamental Change Repurchase Date

or Redemption Date of any share of Series A Preferred Stock to be repurchased or redeemed pursuant to a Repurchase Upon Fundamental Change

or Redemption is after a Regular Record Date for a declared Regular Dividend on the Series A Preferred Stock and on or before the next

Regular Dividend Payment Date, then the Holder of such share at the Close of Business on such Regular Record Date will be entitled, notwithstanding

such repurchase, as applicable, to receive, on or, at the Company’s election, before such Regular Dividend Payment Date, such declared

Regular Dividend on such share.

Except

as provided in the preceding paragraph, Regular Dividends on any share of Series A Preferred Stock will cease to accumulate from and

after the Fundamental Change Repurchase Date or Redemption Date, as applicable, for such share.

(f)

Priority of Dividends; Limitation on Junior and Parity Payments; No Participation Rights.

(i)

Generally. Except as provided in Sections 5(f)(iii) and 5(f)(iv), this Certificate of Designations will not prohibit

or restrict the Company or the Board of Directors from declaring or paying any dividend or distribution (whether in cash, securities

or other property, or any combination of the foregoing) on any class or series of the Company’s stock, and, unless such dividend

or distribution is also declared on the Series A Preferred Stock, the Series A Preferred Stock will not be entitled to participate in

such dividend or distribution.

(ii)

Construction. For purposes of Sections 5(f)(iii) and 5(f)(iv), a Regular Dividend on the Series A Preferred Stock

will be deemed to have been paid if such Regular Dividend is declared and consideration in cash in an amount that is sufficient, in accordance

with this Certificate of Designations, to pay such Regular Dividend is set aside for the benefit of the Holders entitled thereto.

(iii)

Limitation on Dividends on Parity Stock. If:

(1)

less than all accumulated and unpaid Regular Dividends on the outstanding Series A Preferred Stock have been declared and paid as of

any Regular Dividend Payment Date; or

(2)

the Board of Directors declares a Regular Dividend on the Series A Preferred Stock that is less than the total amount of unpaid Regular

Dividends on the outstanding Series A Preferred Stock that would accumulate to, but excluding, the Regular Dividend Payment Date following

such declaration, then, until and unless all accumulated and unpaid Regular Dividends on the outstanding Series A Preferred Stock have

been paid, no dividends may be declared or paid on any class or series of Dividend Parity Stock unless Regular Dividends are simultaneously

declared on the Series A Preferred Stock on a pro rata basis, such that (A) the ratio of (x) the dollar amount of Regular Dividends so

declared per share of Series A Preferred Stock to (y) the dollar amount of the total accumulated and unpaid Regular Dividends per share

of Series A Preferred Stock immediately before the payment of such Regular Dividend is no less than (B) the ratio of (x) the dollar amount

of dividends so declared or paid per share of such class or series of Dividend Parity Stock to (y) the dollar amount of the total accumulated

and unpaid dividends per share of such class or series of Dividend Parity Stock immediately before the payment of such dividend (which

dollar amount in this clause (y) will, if dividends on such class or series of Dividend Parity Stock are not cumulative, be the

full amount of dividends per share thereof in respect of the most recent dividend period thereof).

(iv)

Limitation on Certain Payments. Subject to the next sentence, if any Series A Preferred Stock is outstanding, then no dividends

or distributions (whether in cash, securities or other property, or any combination of the foregoing) will be declared or paid on any

Junior Stock, and neither the Company nor any of its Subsidiaries will purchase, redeem or otherwise acquire for value (whether in cash,

securities or other property, or any combination of the foregoing) any Junior Stock or Dividend Parity Stock, in each case unless all

accumulated Regular Dividends, if any, on the Series A Preferred Stock then outstanding for all prior completed Regular Dividend Periods,

if any, have been paid in full. Notwithstanding anything to the contrary in the preceding sentence, the restrictions set forth in the

preceding sentence will not apply to the following:

(1)

dividends and distributions on Junior Stock that are payable solely in shares of Junior Stock, together with cash in lieu of any fractional

share;

(2)

the purchase of any Junior Stock or Dividend Parity Stock solely with the proceeds of a substantially simultaneous sale of Junior Stock;

(3)

purchases, redemptions or other acquisitions of Junior Stock in connection with the administration of any benefit or other incentive

plan of the Company (including any employment contract) in the ordinary course of business, including (x) the forfeiture of unvested

shares of restricted stock, or any withholdings (including withholdings effected by a repurchase or similar transaction), or other surrender,

of shares that would otherwise be deliverable upon exercise, delivery or vesting of equity awards under any such plan or contract, in

each case whether for payment of applicable taxes or the exercise price, or otherwise; (y) cash paid in connection therewith in lieu

of issuing any fractional share; and (z) purchases of Junior Stock pursuant to a publicly announced repurchase plan to offset the dilution

resulting from issuances pursuant to any such plan or contract; provided, however, that repurchases pursuant to this clause

(z) will be permitted pursuant to this Section 5(f)(iv)(3) only to the extent the number of shares of Junior Stock so repurchased

does not exceed the related Number of Incremental Diluted Shares;

(4)

purchases, or other payments in lieu of the issuance, of any fractional share of Junior Stock in connection with the conversion, exercise

or exchange of such Junior Stock or of any securities convertible into, or exercisable or exchangeable for, Junior Stock;

(5)

purchases, or other payments in lieu of the issuance, of any fractional share of Dividend Parity Stock in connection with the conversion,

exercise or exchange of such Dividend Parity Stock or of any securities convertible into, or exercisable or exchangeable for, Dividend

Parity Stock;

(6)

(x) dividends and distributions of Junior Stock, or rights to acquire Junior Stock, pursuant to a stockholder rights plan; and (y) the

redemption or repurchase of such rights pursuant to such stockholder rights plan;

(7)

purchases of Junior Stock or Dividend Parity Stock pursuant to a binding contract (including a stock repurchase plan) to make such purchases,

if such contract was in effect on the immediately preceding Regular Dividend Payment Date and such purchases, if effected immediately

before such Regular Dividend Payment Date, would not have been prohibited by the first sentence of this Section 5(f)(iv);

(8)

the settlement of any convertible note hedge transactions, capped call transactions or similar transactions entered into in connection

with the issuance, by the Company or any of its Subsidiaries, of any debt securities that are convertible into, or exchangeable for,

Common Stock (or into or for any combination of cash and Common Stock based on the value of the Common Stock), provided such transactions

are on customary terms and were entered into before the Initial Issue Date;

(9)

the acquisition, by the Company or any of its Subsidiaries, of record ownership of any Junior Stock or Dividend Parity Stock solely on

behalf of Persons (other than the Company or any of its Subsidiaries) that are the beneficial owners thereof, including as trustee or

custodian (or as a result of the Company’s acquisition of another Person that was, immediately before such acquisition, the record

or beneficial owner of such Junior Stock or Dividend Parity Stock as applicable, provided such record or beneficial ownership

was not obtained in anticipation of such acquisition);

(10)

the exchange, conversion or reclassification of Dividend Parity Stock solely for or into Junior Stock or other Dividend Parity Stock,

together with the payment, in connection therewith, of cash in lieu of any fractional share; and

(11)

the exchange, conversion or reclassification of Junior Stock solely for or into other Junior Stock, together with the payment, in connection

therewith, of cash in lieu of any fractional share.

For

the avoidance of doubt, this Section 5(f)(iv) will not prohibit or restrict the payment or other acquisition for value of any

debt securities that are convertible into, or exchangeable for, any Capital Stock.

Section

6. RIGHTS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.

(a)

Generally. If the Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, then, subject to the rights

of any of the Company’s creditors, each share of Series A Preferred Stock will entitle the Holder thereof to receive payment for

the following amount out of the Company’s assets or funds legally available for distribution to the Company’s stockholders,

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

(i)

the Liquidation Preference per share of Series A Preferred Stock as of the Business Day immediately before the date of such payment;

and

(ii)

all unpaid Regular Dividends (plus Compounded Dividends thereon), if any, that will have accumulated on such share to, but excluding,

the date of such payment.

Upon

payment of such amount in full on the outstanding Series A Preferred Stock, Holders of the Series A Preferred Stock will have no rights

to the Company’s remaining assets or funds, if any. If such assets or funds are insufficient to fully pay such amount on all outstanding

shares of Series A Preferred Stock and the corresponding amounts payable in respect of all outstanding shares of Liquidation Parity Stock,

if any, then, subject to the rights of any of the Company’s creditors or holders of any outstanding Liquidation Senior Stock, such

assets or funds will be distributed ratably on the outstanding shares of Series A Preferred Stock and Liquidation Parity Stock in proportion

to the full respective distributions to which such shares would otherwise be entitled.

(b)

Certain Business Combination Transactions Deemed Not to Be a Liquidation. For purposes of Section 6(a), the Company’s

consolidation or combination with, or merger with or into, or the sale, lease or other transfer of all or substantially all of the Company’s

assets (other than a sale, lease or other transfer in connection with the Company’s liquidation, dissolution or winding up) to,

another Person will not, in itself, constitute the Company’s liquidation, dissolution or winding up, even if, in connection therewith,

the Series A Preferred Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash

or other property, or any combination of the foregoing.

Section

7. RIGHT OF THE COMPANY TO REDEEM THE SERIES A PREFERRED STOCK.

(a)

Optional Redemption. Subject to the terms of this Section 7, the Company has the right, at its election, to redeem (an

“Optional Redemption”) in whole or in part, at any time, or from time to time, the outstanding Series A Preferred

Stock, for a cash purchase price equal to the Redemption Price. If fewer than all of the outstanding shares of Series A Preferred Stock

are to be redeemed, the shares of Series A Preferred Stock to be redeemed will be selected either pro rata or by lot (or, in the case

of shares of Series A Preferred Stock held in global form through the Depositary, in accordance with the Depositary Procedures, which

provide for selection for redemption to be made on a pro rata or by lot basis). In addition, if the total number of shares of all Series

A Preferred Stock then outstanding is less than 25% of the total number of shares of the Series A Preferred Stock originally issued in

this offering and in any future offering of Series A Preferred Stock taken together, the Company may redeem all, but not less than all,

of the then outstanding Series A Preferred Stock at the Redemption Price (a “Clean-Up Call”).

(b)

Tax Redemption. Subject to the terms of this Section 7, the Company has the right, at its election, to redeem (a “Tax

Redemption”) all, but not less than all, of the Series A Preferred Stock, for a cash purchase price equal to the Redemption

Price, if a Tax Event occurs.

(c)

Redemption Price. The Redemption Price per share of Series A Preferred Stock called for in the Optional Redemption will be an

amount equal to (1)(A) from the Initial Issue Date until December 10, 2027 (eighteen (18) months after the Initial Issue Date), 110%

of the Stated Amount per share, (B) from December 10, 2027 to June 10, 2029 (three (3) years after the Initial Issue Date), 105% of the

Stated Amount per share, (C) after June 10, 2029, 100% of the Stated Amount per share or (D) in the case of a Clean-Up Call or Tax Redemption,

the Liquidation Preference of such share as of the Business Day before the date the Company sends the related Redemption Notice, plus

(2) accumulated and unpaid Regular Dividends (plus any Compounded Dividends thereon) on such share to, but excluding, the Redemption

Date; provided, however, that if the Redemption Date is after a Specified Regular Record Date for a declared Regular Dividend

on the Series A Preferred Stock and on or before the next Specified Dividend Payment Date, then (A) the Holder of such share at the Close

of Business on such Specified Regular Record Date will be entitled, notwithstanding such Optional Redemption or Tax Redemption, to receive,

on or, at the Company’s election, before such Specified Dividend Payment Date, such declared Regular Dividend on such share; and

(B) the amount referred to in clause (2) hereof will instead be the excess, if any, of (x) the accumulated and unpaid Regular

Dividends on such share to, but excluding, such Redemption Date over (y) the amount of such declared Regular Dividend on such share.

(d)

Redemption Date. The Redemption Date will be a Business Day of the Company’s choosing that is no more than sixty (60), nor

less than thirty (30), calendar days after the Redemption Notice Date.

(e)

Redemption Notice. To exercise the Company’s right to redeem the Series A Preferred Stock pursuant to a Redemption, the

Company must send notice of such Redemption to each Holder (the “Redemption Notice”).

Such

Redemption Notice must state:

(i)

that the Company has exercised its right to call all of the outstanding Series A Preferred Stock for Redemption, briefly describing the

Company’s Redemption right under this Certificate of Designations;

(ii)

the Redemption Date;

(iii)

a brief description of the manner in which the Redemption Price will be calculated;

(iv)

if the Redemption Date is after a Regular Record Date for a declared Regular Dividend on the Series A Preferred Stock and on or before

the next Regular Dividend Payment Date, that such Regular Dividend will be paid in accordance with Section 5(e);

(v)

the name and address of the Paying Agent and the Transfer Agent; and

(vi)

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

(f)

Repurchases or Other Acquisitions Other Than by Redemption Not Affected. For the avoidance of doubt, nothing in this Section

7 will limit or otherwise apply to any repurchase or other acquisition, by the Company or its Affiliates, or any other Person, of

any Series A Preferred Stock not by Redemption (including in open market transactions, negotiated repurchases, tender or exchange offers

or otherwise).

Section

8. RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE SERIES A PREFERRED STOCK UPON A FUNDAMENTAL

CHANGE.

(a)

Fundamental Change Repurchase Right. Subject to the other terms of this Section 8, if a Fundamental Change occurs, then

each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase some

or all of such Holder’s Series A Preferred Stock on the Fundamental Change Repurchase Date for such Fundamental Change for a cash

purchase price equal to the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Certificate of Designations,

in no event will any Holder be entitled to exercise its Fundamental Change Repurchase Right in respect of a number of shares of Series

A Preferred Stock that is not a whole number.

(b)

Funds Legally Available for Payment of Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions. Notwithstanding

anything to the contrary in this Section 8, (i) the Company will not be obligated to pay the Fundamental Change Repurchase Price

of any shares of Series A Preferred Stock to the extent, and only to the extent, the Company does not have sufficient funds legally available

to pay the same; and (ii) if the Company does not have sufficient funds legally available to pay the Fundamental Change Repurchase Price

of all shares of Series A Preferred Stock that are otherwise to be repurchased pursuant to a Repurchase Upon Fundamental Change, then

(1) the Company will pay the maximum amount of such Fundamental Change Repurchase Price that can be paid out of funds legally available

for payment, which payment will be made pro rata to each Holder based on the total number of shares of Series A Preferred Stock of such

Holder that were otherwise to be repurchased pursuant to such Repurchase Upon Fundamental Change; and (2) the Company will cause all

such shares as to which the Fundamental Change Repurchase Price was not paid to be returned to the Holder(s) thereof, and such shares

will be deemed to remain outstanding. The Company will not voluntarily take any action, or voluntarily engage in any transaction, that

would result in a Fundamental Change unless the Company has sufficient funds legally available to fully pay the maximum aggregate Fundamental

Change Repurchase Price that would be payable in respect of such Fundamental Change on all shares of Series A Preferred Stock then outstanding.

(c)

Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of

the Company’s choosing that is no more than sixty (60), nor less than thirty (30), calendar days after the date the Company sends

the related Fundamental Change Notice pursuant to Section 8(e).

(d)

Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for a share of Series A Preferred Stock to be repurchased

upon a Repurchase Upon Fundamental Change following a Fundamental Change will be an amount in cash equal to (i) the Stated Amount of

such share plus (ii) accumulated and unpaid Regular Dividends on such share to, but excluding, the Fundamental Change Repurchase Date

for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Specified Regular Record

Date for a declared Regular Dividend on the Series A Preferred Stock and on or before the next Specified Dividend Payment Date, then

(x) pursuant to Section 5(e), the Holder of such share at the Close of Business on such Specified Regular Record Date will be

entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Specified

Dividend Payment Date, such declared Regular Dividend on such share; and (y) the amount referred to in clause (ii) above will

instead be the excess, if any, of (1) the accumulated and unpaid Regular Dividends on such share to, but excluding such Fundamental Change

Repurchase Date over (2) the amount of such declared Regular Dividend on such share.

(e)

Fundamental Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the

Company will send to each Holder a notice of such Fundamental Change (a “Fundamental Change Notice”). Such Fundamental

Change Notice must state:

(i)

briefly, the events causing such Fundamental Change;

(ii)

the effective date of such Fundamental Change;

(iii)

the procedures that a Holder must follow to require the Company to repurchase its Series A Preferred Stock pursuant to this Section

8, including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing

a Fundamental Change Repurchase Notice;

(iv)

the Fundamental Change Repurchase Date for such Fundamental Change;

(v)

a brief description of the manner in which the Fundamental Change Repurchase Price will be calculated;

(vi)

if the Fundamental Change Repurchase Date is after a Regular Record Date for a declared Regular Dividend on the Series A Preferred Stock

and on or before the next Regular Dividend Payment Date, that such Regular Dividend will be paid in accordance with Section 5(e);

(vii)

the name and address of the Paying Agent and the Transfer Agent;

(viii)

that shares of Series A Preferred Stock for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn

must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(ix)

that a Fundamental Change Repurchase Notice may be withdrawn only in accordance with the procedures set forth in this Certificate of

Designations; and

(x)

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

(f)

Procedures to Exercise the Fundamental Change Repurchase Right.

(i)

Delivery of Fundamental Change Repurchase Notice and Shares of Series A Preferred Stock to Be Repurchased. To exercise its Fundamental

Change Repurchase Right for any share(s) of Series A Preferred Stock following a Fundamental Change, the Holder thereof must deliver

to the Paying Agent:

(1)

before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time

as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such share(s); and

(2)

such share(s), duly endorsed for transfer (to the extent such share(s) are represented by one or more Physical Certificates) or by book-entry

transfer (to the extent such share(s) are represented by one or more Global Certificates).

(ii)

Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to any share(s) of Series

A Preferred Stock must state:

(1)

if such share(s) are represented by one or more Physical Certificates, the certificate number(s) of such Physical Certificate(s);

(2)

the number of shares of Series A Preferred Stock to be repurchased, which must be a whole number; and

(3)

that such Holder is exercising its Fundamental Change Repurchase Right with respect to such share(s);

provided,

however, that if such share(s) are represented by one or more Global Certificates, then such Fundamental Change Repurchase Notice

must comply with the Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary

Procedures will be deemed to satisfy the requirements of this Section 8(f)).

(iii)

Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect

to any share(s) of Series A Preferred Stock may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of

withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental

Change Repurchase Date. Such withdrawal notice must state:

(1)

if such share(s) are represented by one or more Physical Certificates, the certificate number(s) of such Physical Certificate(s);

(2)

the number of shares of Series A Preferred Stock to be withdrawn, which must be a whole number; and

(3)

the number of shares of Series A Preferred Stock, if any, that remain subject to such Fundamental Change Repurchase Notice, which must

be a whole number;

provided,

however, that if such share(s) are represented by one or more Global Certificates, then such withdrawal notice must comply with the

Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy

the requirements of this Section 8(f)).

any Holder delivers to the Paying Agent any such withdrawal notice withdrawing any share(s) of Series A Preferred Stock from any Fundamental

Change Repurchase Notice previously delivered to the Paying Agent, and such share(s) have been surrendered to the Paying Agent, then

such share(s) will be returned to the Holder thereof (or, if applicable with respect to any Global Certificate, any instructions for

book-entry transfer to the Company or the Paying Agent of the applicable beneficial interest in such Global Certificate will be canceled

in accordance with the Depositary Procedures).

(g)

Payment of the Fundamental Change Repurchase Price. Subject to Section 8(b), the Company will cause the Fundamental Change

Repurchase Price for each share of Series A Preferred Stock to be repurchased pursuant to a Repurchase Upon Fundamental Change to be

paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) the

Physical Certificate representing such share is delivered to the Paying Agent (in the case such share is represented by a Physical Certificate)

or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial

interest in the Global Certificate representing such share to be repurchased are complied with (in the case such share is represented

by a Global Certificate). For the avoidance of doubt, Regular Dividends payable pursuant to the proviso to Section 8(d) on any

share of Series A Preferred Stock to be repurchased pursuant to a Repurchase Upon Fundamental Change will be paid pursuant to such proviso

and Section 5(e).

(h)

Compliance with Applicable Securities Laws. To the extent applicable, the Company will comply, in all material respects, with

all federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and

14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase

Upon Fundamental Change in the manner set forth in this Certificate of Designations; provided, however, that, to the extent that

the Company’s obligations pursuant to this Section 8 conflict with any law or regulation that is applicable to the Company,

the Company’s compliance with such law or regulation will not be considered to be a breach of such obligations.

(i)

Third Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this Section 8,

the Company will be deemed to satisfy its obligations under this Section 8 if (i) one or more third parties conduct any Repurchase

Upon Fundamental Change and related offer to repurchase Series A Preferred Stock otherwise required by this Section 8 in a manner

that would have satisfied the requirements of this Section 8 if conducted directly by the Company; and (ii) an owner of a beneficial

interest in any Global Certificate representing any Series A Preferred Stock repurchased by such third party or parties will not receive

a lesser amount (as a result of withholding or other similar taxes) than such owner would have received had the Company repurchased such

Series A Preferred Stock.

Section

9. VOTING RIGHTS. The Series A Preferred Stock will have no voting rights except

as set forth in this Section 9 or as provided in the Certificate of Incorporation or required by the Delaware General Corporation

Law.

(a)

Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events.

(i)

Generally. If a Regular Dividend Non-Payment Event occurs, then, subject to the other provisions of this Section 9(a),

effective sixty (60) days after the last missed payment date in the applicable twelve (12)- or eighteen (18)-month period giving rise

to such Regular Dividend Non-Payment Event, the authorized number of the Company’s directors will automatically increase, with

respect to each Regular Dividend Non-Payment Event, by one (1) (or the Company will vacate the offices of one (1) of its directors) and

the Holders, voting together as a single class with the holders of each other class or series of Voting Parity Stock, if any, with voting

rights regarding the election of directors upon a failure to pay dividends, which voting rights are then exercisable, will have the right

to elect one (1) director (such director, the “Preferred Stock Director”) to fill such one (1) new directorship at

the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called

for such purpose) and at each following annual meeting of the Company’s stockholders until such Regular Dividend Non-Payment Event

has been cured, at which time such right will terminate with respect to the right of the Holder to elect such Preferred Stock Director

with respect to such cured Regular Dividend Non-Payment Event until and unless a subsequent Regular Dividend Non-Payment Event occurs

and subject to the right of the Holder to elect a Preferred Stock Director with respect to any then uncured Regular Dividend Non-Payment

Event; provided, however, that (1) as a condition (such condition, the “Director Qualification Requirement”)

to the election of any such Preferred Stock Director, such election must not cause the Company to violate any rule of any securities

exchange or other trading facility on which any of the Company’s securities are then listed or qualified for trading requiring

that a majority of the Company’s directors be independent; and (2) notwithstanding anything to the contrary, the Board of Directors

will at no time include more than two (2) Preferred Stock Directors, regardless of how many classes of Voting Parity Stock (which term,

solely for purposes of this sentence, includes the Series A Preferred Stock) have rights that are then exercisable to elect any number

of Preferred Stock Directors. A Preferred Stock Director will hold office until the Company’s next annual meeting of stockholders

or, if earlier, upon his or her death, resignation or removal or the termination of the term of such office as provided above in this

Section 9(a)(i), subject to the right of a Holder (and Holders of any Voting Parity Stock) to reelect such director or elect a

new director if a Regular Dividend Non-Payment Event is outstanding; provided, however, that if (1) a class or series of Voting

Parity Stock with voting rights regarding the election of directors upon a failure to pay dividends is outstanding; (2) such voting rights

become exercisable at a time when a Preferred Stock Director holds office with respect to the Series A Preferred Stock; and (3) a special

meeting of the Company’s stockholders is called for the purpose of electing a director pursuant to such voting rights, then (x)

Holders of the Series A Preferred Stock will be entitled to vote, as a single class with the holders of such class or series of Voting

Parity Stock, at such special meeting in respect of such election of such new director(s); and (y) the office of any such Preferred Stock

Director of the Series A Preferred Stock will terminate upon the election, at such special meeting, of the new director(s). Notwithstanding

the foregoing, the right of Holders to elect any Preferred Stock Directors pursuant to this Section 9(a)(i) will terminate at

such time as all accumulated and unpaid Regular Dividends on the outstanding Series A Preferred Stock have been paid in full. Upon the

termination of such right with respect to the Series A Preferred Stock and all other outstanding Voting Parity Stock, if any, the term

of office of each Person then serving as a Preferred Stock Director will immediately and automatically terminate (and, if the authorized

number of the Company’s directors was increased by one (1) or two (2), as applicable, in connection with such Regular Dividend

Non-Payment Event(s) and the election of Preferred Stock Directors, then the authorized number of the Company’s directors will

automatically decrease by one (1) or two (2), as applicable). For the avoidance of doubt, the compensation, if any, payable to any Preferred

Stock Director will be at the Company’s sole and absolute discretion.

(ii)

Removal and Vacancies of a Preferred Stock Director.

(1)

Removal. At any time, a Preferred Stock Director may be removed either (A) with cause in accordance with applicable law; or (B)

with or without cause by the affirmative vote of the Holders, voting together as a single class with the holders of each class or series

of Voting Parity Stock, if any, with voting rights regarding the election of directors upon a failure to pay dividends, which voting

rights are then exercisable, representing a majority of the combined voting power of the Series A Preferred Stock and such Voting Parity

Stock.

(2)

Filling Vacancies. During the continuance of a Regular Dividend Non-Payment Event, a vacancy in the office of a Preferred Stock

Director (other than a vacancy before the initial election of the Preferred Stock Director in connection with such Regular Dividend Non-Payment

Event) may be filled, subject to the Director Qualification Requirement, by the affirmative vote of the Holders, voting together as a

single class with the holders of each class or series of Voting Parity Stock, if any, with voting rights regarding the election of directors

upon a failure to pay dividends, which voting rights are then exercisable, representing a majority of the combined voting power of the

Series A Preferred Stock and such Voting Parity Stock.

(iii)

The Right to Call a Special Meeting to Elect a Preferred Stock Director. During the continuance of a Regular Dividend Non-Payment

Event, the Holders, and holders of each class or series of Voting Parity Stock, if any, with voting rights regarding the election of

directors upon a failure to pay dividends, which voting rights are then exercisable, representing at least twenty five percent (25%)

of the combined voting power of the Series A Preferred Stock and such Voting Parity Stock will have the right to call a special meeting

of stockholders for the election of a Preferred Stock Director (including an election to fill any vacancy in the office of a Preferred

Stock Director). Such right may be exercised by written notice, executed by such Holders and holders, as applicable, delivered to the

Company at its principal executive offices (except that, in the case of any Global Certificate representing the Series A Preferred Stock

or a global certificate representing such Voting Parity Stock, such notice must instead comply with the applicable Depositary Procedures).

Notwithstanding anything to the contrary in this Section 9(a)(iii), if the Company’s next annual or special meeting of stockholders

is scheduled to occur within ninety (90) days after such right is exercised, and the Company is otherwise permitted to conduct such election

at such next annual or special meeting, then such election will instead be included in the agenda for, and conducted at, such next annual

or special meeting.

(b)

Voting and Consent Rights with Respect to Specified Matters.

(i)

Generally. Subject to the other provisions of this Section 9(b), while any Series A Preferred Stock is outstanding, each

of the following events will require, and cannot be effected without, the affirmative vote or consent of Holders, and holders of each

class or series of Voting Parity Stock, if any, with voting or consent rights with respect to such event, representing at least two-thirds

of the combined outstanding voting power of the Series A Preferred Stock and such Voting Parity Stock, if any:

(1)

any amendment, modification or repeal of any provision of the Certificate of Incorporation or this Certificate of Designations that alters

or changes the rights, preferences or voting powers of the Series A Preferred Stock (other than an amendment, modification or repeal

permitted by Section 9(b)(ii));

(2)

the Company’s consolidation or combination with, or merger with or into, another Person, or any binding or statutory share exchange

or reclassification involving the Series A Preferred Stock, in each case unless:

(A)

the Series A Preferred Stock either (x) remains outstanding after such consolidation, combination, merger, share exchange or reclassification;

or (y) is converted or reclassified into, or is exchanged for, or represents solely the right to receive, preference securities of the

continuing, resulting or surviving Person of such consolidation, combination, merger, share exchange or reclassification, or the parent

thereof;

(B)

the Series A Preferred Stock that remains outstanding or such preference securities, as applicable, have rights, preferences and voting

powers that, taken as a whole, are not materially less favorable (as determined by the Board of Directors in good faith) to the Holders

or the holders thereof, as applicable, than the rights, preferences and voting powers, taken as a whole, of the Series A Preferred Stock

immediately before the consummation of such consolidation, combination, merger, share exchange or reclassification; and

(C)

the issuer of the Series A Preferred Stock that remains outstanding or such preference securities, as applicable, is a corporation duly

organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that, if not the

Company, will succeed to the Company under this Certificate of Designations and the Series A Preferred Stock; and

(3)

the creation and issuance, or increase in the authorized or issued number, of any Dividend Senior Stock or Liquidation Senior Stock (for

the avoidance of doubt, this Section 9(b)(i)(3) will continue to apply to any shares of Series A Preferred Stock that have been

called for Redemption pursuant to a Redemption Notice but that remain outstanding pursuant to Section 3(p)(iii), including where

all or part of such shares of Series A Preferred Stock are being retired with proceeds from the sale of such Dividend Senior Stock or

Liquidation Senior Stock);

provided,

however, that (x) a consolidation, combination, merger, share exchange or reclassification that satisfies the requirements of clauses

(A), (B) and (C) of Section 9(b)(i)(2) will not require any vote or consent pursuant to Section 9(b)(i)(1);

and (y) each of the following will be deemed not to materially adversely affect the rights, preferences or voting powers of the Series

A Preferred Stock (or cause any of the rights, preferences or voting powers of any such preference securities to be “materially

less favorable” for purposes of Section 9(b)(i)(2)(B)) and will not require any vote or consent pursuant to either Section

9(b)(i)(1), 9(b)(i)(2) or 9(b)(i)(3):

(A)

any increase in the number of the authorized but unissued shares of the Company’s undesignated preferred stock;

(B)

any increase in the number of authorized or issued shares of Series A Preferred Stock; and

(C)

the creation and issuance, or increase in the authorized or issued number, of any class or series of stock (including, for the avoidance

of doubt, Dividend Parity Stock or Liquidation Parity Stock); provided that such class or series of stock is not Dividend Senior

Stock or Liquidation Senior Stock.

any event described in clauses (A), (B) and (C) above would alter or change the rights, preferences or voting powers

of one or more, but not all, classes or series of Voting Parity Stock (which term, solely for these purposes, includes the Series A Preferred

Stock), then those classes or series whose rights, preferences or voting powers would not be altered or changed will be deemed not to

have voting or consent rights with respect to such event. Furthermore, an amendment, modification or repeal described in Section 9(b)(i)(1)

that alters or changes the rights, preferences or voting powers of the Series A Preferred Stock cannot be effected without the affirmative

vote or consent of Holders, voting separately as a class, of at least two-thirds of the Series A Preferred Stock then outstanding.

(ii)

Certain Amendments Permitted Without Consent. Notwithstanding anything to the contrary in Section 9(b)(i)(1), the Company

may amend, modify or repeal any of the terms of the Series A Preferred Stock without the vote or consent of any Holder to:

(1)

cure any ambiguity or correct any omission, defect or inconsistency in this Certificate of Designations or the certificates representing

the Series A Preferred Stock, including the filing of a certificate of correction, or a corrected instrument, pursuant to Section 103(f)

of the Delaware General Corporation Law in connection therewith;

(2)

conform the provisions of this Certificate of Designations or the certificates representing the Series A Preferred Stock to the “Description

of Series A Preferred Stock” section of the Company’s preliminary prospectus supplement, dated June 3, 2026, relating to

the initial offering and sale of the Series A Preferred Stock, as supplemented by the related pricing term sheet dated June 4, 2026;

(3)

provide for or confirm the issuance of additional Series A Preferred Stock pursuant to this Certificate of Designations;

(4)

provide for any transfer restrictions that apply to any shares of Series A Preferred Stock (other than the shares of Series A Preferred

Stock issued on the Initial Issue Date and any shares of Series A Preferred Stock issued in exchange therefor or in substitution thereof)

that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the

Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; or

(5)

make any other change to the Certificate of Incorporation, this Certificate of Designations or the certificates representing the Series

A Preferred Stock that does not, individually or in the aggregate with all other such changes, adversely affect the rights of any Holder

(other than any Holders that have consented to such change), as such, in any material respect (as determined by the Board of Directors

in good faith).

(c)

Procedures for Voting and Consents.

(i)

Rules and Procedures Governing Votes and Consents. If any vote or consent of the Holders will be held or solicited, including

at a regular annual meeting or a special meeting of stockholders, then the Board of Directors will adopt customary rules and procedures

at its discretion to govern such vote or consent, subject to the other provisions of this Section 9. Such rules and procedures

may include fixing a record date to determine the Holders (and, if applicable, holders of Voting Parity Stock) that are entitled to vote

or provide consent, as applicable, rules governing the solicitation and use of proxies or written consents and customary procedures for

the nomination and designation, by Holders (and, if applicable, holders of Voting Parity Stock), of a Preferred Stock Director for election.

Without limiting the foregoing, the Persons calling any special meeting of stockholders pursuant to Section 9(a)(iii) will, at

their election, be entitled to specify one or more Preferred Stock Director nominees in the notice referred to in such section, if such

special meeting is scheduled to include the election of any Preferred Stock Director (including an election to fill any vacancy in the

office of any Preferred Stock Director).

(ii)

Voting Power of the Series A Preferred Stock and Voting Parity Stock. Each share of Series A Preferred Stock will be entitled

to one vote on each matter on which the Holders of the Series A Preferred Stock are entitled to vote separately as a class and not together

with the holders of any other class or series of stock. The respective voting powers of the Series A Preferred Stock and all classes

or series of Voting Parity Stock entitled to vote on any matter together as a single class will be determined (including for purposes

of determining whether a plurality, majority or other applicable portion of votes has been obtained) in proportion to their respective

liquidation amounts. Solely for purposes of the preceding sentence, the liquidation amount of the Series A Preferred Stock or any such

class or series of Voting Parity Stock will be the maximum amount payable in respect of the Series A Preferred Stock or such class or

series, as applicable, assuming the Company is liquidated on the record date for the applicable vote or consent (or, if there is no record

date, on the date of such vote or consent).

(iii)

Voting Standard for the Election of Preferred Stock Directors. At any meeting in which the Series A Preferred Stock (and, if applicable,

any class or series of Voting Parity Stock) is entitled to elect any Preferred Stock Director (including to fill any vacancy in the office

of any Preferred Stock Director), the presence, in person or by proxy, of Holders (and, if applicable, holders of each such class or

series) representing a majority of the outstanding voting power of the Series A Preferred Stock (and, if applicable, each such class

or series) will constitute a quorum. The affirmative vote of a majority of the outstanding voting power of the Series A Preferred Stock

(and, if applicable, each such class or series) cast at such a meeting at which a quorum is present will be sufficient to elect a Preferred

Stock Director.

(iv)

Written Consent in Lieu of Stockholder Meeting. A consent or affirmative vote of the Holders pursuant to Section 9(b) may

be given or obtained either in writing without a meeting or in person or by proxy at a regular annual meeting or a special meeting of

stockholders.

Section

10. NO PREEMPTIVE RIGHTS. Without limiting the rights of Holders set forth in this

Certificate of Designations, the Series A Preferred Stock will not have any preemptive rights to subscribe for or purchase any of the

Company’s securities.

Section

11. CALCULATIONS.

(a)

Responsibility; Schedule of Calculations. Except as otherwise provided in this Certificate of Designations, the Company will be

responsible for making all calculations called for under this Certificate of Designations or the Series A Preferred Stock, including

determinations of the Last Reported Sale Prices, Liquidation Preference, Fundamental Change Repurchase Price, Redemption Price and accumulated

Regular Dividends and Compounded Dividends on the Series A Preferred Stock. The Company will make all calculations in good faith, and,

absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of such calculations

to any Holder or any beneficial owner of a share of Series A Preferred Stock upon written request.

(b)

Calculations Aggregated for Each Holder. The composition of the consideration due upon the payment of the Fundamental Change Repurchase

Price or the Redemption Price for, and the payment on a Specified Dividend Payment Date of Regular Dividends and, if applicable, additional

Regular Dividends and Compounded Dividends on, the Series A Preferred Stock of any Holder will (in the case of a Global Certificate,

to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total number of shares of Series

A Preferred Stock of such Holder to be repurchased (in the case of payment of the Fundamental Change Repurchase Price) or redeemed (in

the case of payment of the Redemption Price), or held by such Holder as of the Close of Business on the related Specified Regular Record

Date (in the case of payment of such Regular Dividends and, if applicable, accumulated Regular Dividends and Compounded Dividends), as

applicable. Any cash amounts due to such Holder in respect thereof will, after giving effect to the preceding sentence, be rounded to

the nearest cent.

Section

12. NO SINKING FUND OBLIGATIONS. The Series A Preferred Stock will not be subject

to any sinking fund or other obligation to redeem, repurchase or retire the Series A Preferred Stock, except to the extent provided in

Section 7.

Section

13. NOTICES. The Company will send all notices or communications to Holders pursuant

to this Certificate of Designations in writing by first class mail, certified or registered, return receipt requested, or by overnight

air courier guaranteeing next day delivery, to the Holders’ respective addresses shown on the Register; provided, however,

that, in the case of Series A Preferred Stock represented by one or more Global Certificates, the Company is permitted to send notices

or communications to Holders pursuant to the Depositary Procedures, and notices and communications that the Company sends in this manner

will be deemed to have been properly sent to such Holders in writing.

Section

14. NO OTHER RIGHTS. The Series A Preferred Stock will have no rights, preferences

or voting powers except as provided in this Certificate of Designations or the Certificate of Incorporation or as required by applicable

law.

[The

Remainder of This Page Intentionally Left Blank; Signature Page Follows]

WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed as of the date first written above.

Bitmine

Immersion Technologies, Inc.

By:

/s/

Young Kim

Name:

Young Kim

Title:

Chief Financial Officer and Chief Operating Officer

[Signature

Page to Certificate of Designations]

EXHIBIT

FORM

OF SERIES A PREFERRED STOCK

[Insert

Global Certificate Legend, if applicable]

BITMINE

IMMERSION TECHNOLOGIES, INC.

9.50%

Series A Perpetual Preferred Stock

CUSIP

No.: [ ]

Certificate

No.[ ]

ISIN

No.: [ ]

Bitmine

Immersion Technologies, Inc., a Delaware corporation (the “Company”), certifies that Cede & Co. is the registered

owner of [[number of shares] shares]1 [the number of shares set forth in the attached Schedule of Exchanges of Interests

in the Global Certificate]2 of the Company’s 9.50% Series A Perpetual Preferred Stock (the “Series A Preferred

Stock”) represented by this certificate (this “Certificate”). The special rights, preferences and voting

powers of the Series A Preferred Stock are set forth in the Certificate of Designations of the Company establishing the Series A Preferred

Stock (the “Certificate of Designations”). Capitalized terms used in this Certificate without definition have the

respective meanings ascribed to them in the Certificate of Designations.

Additional

terms of this Certificate are set forth on the other side of this Certificate.

[The

Remainder of This Page Intentionally Left Blank; Signature Page Follows]

Insert bracketed language for Physical Certificate only.

Insert bracketed language for Global Certificate only.

A-1

WITNESS WHEREOF, Bitmine Immersion Technologies, Inc. has caused this instrument to be duly executed as of the date set forth below.

Bitmine

Immersion Technologies, Inc.

By:

Name:

Title:

A-2

TRANSFER

AGENT’S COUNTERSIGNATURE

[Legal

name of Transfer Agent], as Transfer Agent, certifies that this Certificate represents shares of Series A Preferred Stock referred

to in the within-mentioned Certificate of Designations.

[Legal

name of Transfer Agent]

By:

Authorized

Signatory

A-3

BITMINE

IMMERSION TECHNOLOGIES, INC.

9.50%

Series A Perpetual Preferred Stock

This

Certificate represents duly authorized, issued and outstanding shares of Series A Preferred Stock. Certain terms of the Series A Preferred

Stock are summarized below. Notwithstanding anything to the contrary in this Certificate, to the extent that any provision of this Certificate

conflicts with the provisions of the Certificate of Designations or the Certificate of Incorporation, the provisions of the Certificate

of Designations or the Certificate of Incorporation, as applicable, will control.

Method of Payment. Cash amounts due on the Series A Preferred Stock represented by this Certificate will be paid in the manner

set forth in Section 3(f) of the Certificate of Designations.

Persons Deemed Owners. The Person in whose name this Certificate is registered will be treated as the owner of the Series A Preferred

Stock represented by this Certificate for all purposes, subject to Section 3(m) of the Certificate of Designations.

Denominations; Transfers and Exchanges. All shares of Series A Preferred Stock will be in registered form and in denominations

equal to any whole number of shares. Subject to the terms of the Certificate of Designations, the Holder of the Series A Preferred Stock

represented by this Certificate may transfer or exchange such Series A Preferred Stock by presenting this Certificate to the Registrar

and delivering any required documentation or other materials.

Regular Dividends. Regular Dividends on the Series A Preferred Stock will accumulate and will be paid in the manner, and subject

to the terms, set forth in Section 5 of the Certificate of Designations.

Liquidation Preference. The Liquidation Preference per share of Series A Preferred Stock is initially one hundred dollars ($100)

per share of Series A Preferred Stock and is subject to adjustment, as set forth in the Certificate of Designations. The rights of Holders

upon the Company’s liquidation, dissolution or winding up are set forth in Section 6 of the Certificate of Designations.

Right of Holders to Require the Company to Repurchase Series A Preferred Stock upon a Fundamental Change. If a Fundamental Change

occurs, then each Holder will have the right to require the Company to repurchase such Holder’s Series A Preferred Stock for cash

in the manner, and subject to the terms, set forth in Section 8 of the Certificate of Designations.

Right of the Company to Redeem the Series A Preferred Stock. The Company will have the right to redeem the Series A Preferred

Stock in the manner, and subject to the terms, set forth in Section 7 of the Certificate of Designations.

Voting Rights. Holders of the Series A Preferred Stock have the voting rights set forth in Section 9 of the Certificate of Designations.

Countersignature. The Series A Preferred Stock represented by this Certificate will not be valid until this Certificate is countersigned

by the Transfer Agent.

10.

Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common),

TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian),

and U/G/M/A (Uniform Gift to Minors Act).

* *

request a copy of the Certificate of Designations, which the Company will provide to any Holder at no charge, please send a written request

to the following address:

Bitmine

Immersion Technologies, Inc.

800

Connecticut Avenue

Norwalk,

Connecticut 06854

Attention:

Chief Financial Officer

A-4

SCHEDULE

OF EXCHANGES OF INTERESTS IN THE GLOBAL CERTIFICATE1

INITIAL

NUMBER OF SHARES REPRESENTED BY THIS GLOBAL CERTIFICATE:

[ ]

The

following exchanges, transfers or cancellations of this Global Certificate have been made:

Date

Amount

of Increase

(Decrease)

Number

of Shares

Represented

by this

Global

Certificate

Number

of Shares

Represented

by this

Global

Certificate

After

Such Increase

(Decrease)

Signature

Authorized

Signatory

Transfer

Agent

1 Insert for Global Certificate only.

A-5

FUNDAMENTAL

CHANGE REPURCHASE NOTICE

BITMINE

IMMERSION TECHNOLOGIES, INC.

9.50%

Series A Perpetual Preferred Stock

Subject

to the terms of the Certificate of Designations, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned

Holder of the Series A Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check

one):

☐

all of the shares of Series A Preferred Stock

☐

___________1 shares of Series A Preferred Stock

identified

by CUSIP No. ________ and Certificate No. ________.

The

undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before

the Fundamental Change Repurchase Price will be paid.

Date:

(Legal

Name of Holder)

By:

Name:

Title:

Signature

Guaranteed:

Participant

in a Recognized Signature Guarantee Medallion Program

By:

Authorized

Signatory

1 Must be a whole number.

A-6

ASSIGNMENT

FORM

BITMINE

IMMERSION TECHNOLOGIES, INC.

9.50%

Series A Perpetual Preferred Stock

Subject

to the terms of the Certificate of Designations, the undersigned Holder of the Series A Preferred Stock identified below assigns (check

one):

☐

all of the shares of Series A Preferred Stock

☐

___________1 shares of Series A Preferred Stock

identified

by CUSIP No. __________ and Certificate No. __________, and all rights thereunder, to:

Name:

Address:

Social

security or tax id. #:

and

irrevocably appoints:

agent to transfer such Series A Preferred Stock on the books of the Company. The agent may substitute another to act for him/her.

Date:

(Legal

Name of Holder)

By:

Name:

Title:

Signature

Guaranteed:

Participant

in a Recognized Signature Guarantee Medallion Program

By:

Authorized

Signatory

1 Must be a whole number.

A-7

EXHIBIT

FORM

OF GLOBAL CERTIFICATE LEGEND

THIS

IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE CERTIFICATE OF DESIGNATIONS HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF

THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRANSFER AGENT AND ANY AGENT THEREOF AS THE OWNER

AND HOLDER OF THE SERIES A PREFERRED STOCK REPRESENTED BY THIS GLOBAL CERTIFICATE FOR ALL PURPOSES.

UNLESS

THIS GLOBAL CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY

OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS

OF THE SERIES A PREFERRED STOCK REPRESENTED BY THIS GLOBAL CERTIFICATE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES

OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THE SERIES A PREFERRED STOCK REPRESENTED

BY THIS GLOBAL CERTIFICATE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3(i) OF THE CERTIFICATE

OF DESIGNATIONS HEREINAFTER REFERRED TO.

B-1

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

800

Capitol St.

Suite

2400

Houston,

TX 77002-2925

(713) 651-2600

(713) 651-2700

June

10, 2026

Bitmine

Immersion Technologies, Inc.

800

Connecticut Avenue

Norwalk,

Connecticut 06854

Re:

Registration Statement on Form S-3ASR (Registration No. 333-288579); 9.50% Series A Perpetual Preferred Stock

Ladies

and Gentlemen:

have acted as counsel to Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), in connection

with the preparation of the Company’s registration statement on Form S-3ASR (Registration No. 333-288579) filed with the Securities

and Exchange Commission (the “Commission”) on July 9, 2025, as amended and supplemented (the “Registration

Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement

dated June 4, 2026 (the “Prospectus”) relating to the proposed offer, issuance and sale of 3,500,000 shares of the

Company’s 9.50% Series A Perpetual Preferred Stock (the “Shares”).

The

Shares are being sold by the Company to the several underwriters named in the underwriting agreement, dated June 4, 2026 (the “Underwriting

Agreement”), by and among the Company and the several underwriters named therein. The terms of the Shares are set forth in

the certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary

of State of the State of Delaware in connection with this offering.

This

opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities

Act.

rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified

to our satisfaction, of (a) the Registration Statement, including the Prospectus, (b) the Underwriting Agreement, (c) the Certificate

of Designations, (d) the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”),

(e) the Amended and Restated Bylaws of the Company, (f) resolutions of the Board of Directors of the Company (the “Board”)

and/or a duly authorized committee thereof relating to, among other matters, the authorization of the issuance and sale of the Shares,

the approval of the Certificate of Designations and the Underwriting Agreement, and the filing of the Registration Statement, (g) a certificate

of good standing for the Company issued by the Secretary of State of the State of Delaware as of a recent date and (h) such other documents

as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal

capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the

conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals

of such latter documents, that all parties to such documents had the power, corporate or other, to enter into and perform all obligations

thereunder and all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered

by all parties thereto. As to any facts material to the opinions expressed herein that we did not independently establish or verify,

we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

June

10, 2026

Page

the basis of the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that

the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when (a) the Certificate of Designations

has been duly filed with the Secretary of State of the State of Delaware, (b) the Shares have been issued and delivered against payment

therefor in the manner described in the Registration Statement, the Prospectus and the Underwriting Agreement, and (c) the Company has

received the consideration for the Shares specified in the resolutions of the Board and/or a duly authorized committee thereof and in

the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

The

opinions expressed herein are based upon and limited to the General Corporation Law of the State of Delaware, as currently in effect.

We express no opinion herein as to any other laws, statutes, regulations or ordinances.

hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under

the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are experts within

the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the

Securities Act.

Very

truly yours,

/s/

Winston Taylor LLP

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IMMERSION TECHNOLOGIES, INC.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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