Form 8-K
8-K — RenX Enterprises Corp.
Accession: 0001213900-26-068872
Filed: 2026-06-15
Period: 2026-06-10
CIK: 0001959023
SIC: 4953 (REFUSE SYSTEMS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0294649-8k_renx.htm (Primary)
EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES C CONVERTIBLE PREFERRED STOCK (ea029464901ex3-1.htm)
EX-4.1 — WARRANT, DATED JUNE 11, 2026 (ea029464901ex4-1.htm)
EX-10.1 — EXCHANGE AGREEMENT, DATED JUNE 11, 2026 (ea029464901ex10-1.htm)
EX-10.2 — AMENDMENT NO. 2 TO THE SAFE AND GREEN DEVELOPMENT 2023 INCENTIVE COMPENSATION PLAN (ea029464901ex10-2.htm)
EX-99.1 — PRESS RELEASE, DATED JUNE 11, 2026 (ea029464901ex99-1.htm)
GRAPHIC (ea029464901_ex99-1img1.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 10, 2026
RENX ENTERPRISES CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-41581
87-1375590
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
1111
Brickell Ave, Floor 11 Suite
109,
Miami
FL 33131
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since
last report.)
Registrant’s telephone number, including
area code: (786) 808-5776
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.001
RENX
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement
On June 11, 2026, RenX Enterprises Corp. (the
“Company”) entered into an exchange agreement (the “Exchange Agreement”) with Index Equity US, LLC, a related
party (the “Debtholder”), to exchange (the “Exchange”) $7,169,072.79 of principal and accrued interest outstanding
(the “Outstanding Debt”) under an Amended and Restated Promissory Note, dated January 1, 2025 (originally issued by the Company
to MCS Lending, LLC (a related party) and assigned to Debtholder on June 9, 2026) (the “Note”), for 7,169 shares (the “Preferred
Shares”) of a newly designated series of Series C Convertible Preferred Stock (the “Preferred Stock”), convertible at
an initial conversion price of $2.895 per share into 2,476,338.51 shares of common stock (the “Conversion Shares”) and a common
stock purchase warrant (the “Warrant” and, together with the Preferred Shares, the “Securities”) to purchase up
to 619,084 shares of the Company’s common stock (the “Common Stock”) exercisable at an initial exercise price of $2.895
per share, subject to, among other things, adjustment, shareholder approval (if required under Nasdaq rules) and certain beneficial ownership
limitations. Pursuant to the Exchange Agreement, on June 11, 2026, the Company issued the Securities and the Outstanding Debt was cancelled.
Bjarne Borg, our director, is the manager of Index
Equity US, LLC, the Debtholder.
The Preferred Stock
Certificate of Designation
The terms of the Preferred Stock are set forth
in the Certificate of Designation for the Preferred Stock (the “Certificate of Designation”). On June 10, 2026, the Company
filed the Certificate of Designation with the Delaware Secretary of State which sets forth the following key terms:
Par Value/Stated Value
The Preferred Stock has $0.001 par value and a
stated value equal to $1,000.00.
Conversion Terms
Each share of Preferred Stock is initially convertible,
at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder
thereof, at $2.895 per share.
The conversion price is subject to standard proportional
adjustment for stock dividends, stock splits or similar events, subject to a floor price of $1.50 (the “Floor Price”). The
conversion price is also subject to the full-ratchet style adjustment for dilutive issuances (each a, “Dilutive Issuance”),
subject to the Floor Price and with Exempt Issuances (as defined in the Certificate of Designations) carved out. If a holder elects to
convert following a Dilutive Issuance that causes the conversion price to be less than the Floor Price, then the holder would receive
the Conversion Shares based upon the Floor Price plus a cash true-up. The issuance of all of the Conversion Shares issuable upon conversion
of the Preferred Stock, including, without limitation, to give full effect to any adjustment to the conversion price following any stock
dividend, stock split or other share combination event or a Dilutive Issuance is subject to Company stockholder approval, to the extent
required by the applicable rules and regulations of The Nasdaq Stock Market LLC. If the Preferred Stock were to fully convert (including
if the conversion price is reduced to the Floor Price), the Company would issue up to 4,779,333 shares of Common Stock.
Limitations on Conversion
A holder of the Preferred Stock is prohibited
from converting shares of Preferred Stock into shares of Common Stock (the “Beneficial Ownership Limitation”) if, as a result
of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% of the total number of shares
of Common Stock issued and outstanding immediately after giving effect to such conversion, subject to adjustment by the holder to up to
19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion upon 61
days’ prior notice.
Dividend Terms
Dividends accrue on the Preferred Stock at the
rate of 8% per annum, compounding quarterly and, if dividends are not paid in cash, the rate increases to 9% per annum. Dividends may
be paid in cash from any funds legally available for the declaration of dividends, in additional shares of Preferred Stock, or by increasing
the stated value on the Corporation’s books by the amount of the dividend. Dividends are payable as and when the Board of Directors of
the Company may determine, upon liquidation and upon occurrence of a Fundamental Transaction (as such term is defined in the Certificate
of Designation).
1
Rank; Liquidation Preference
The Preferred Stock ranks prior in and preference
to the Common Stock and pari passu (unless otherwise agreed by holders of at least a majority of the outstanding shares of Preferred
Stock) with the Company’s Series B Non-Voting Convertible Preferred Stock and any other series of the Corporation’s preferred
stock with respect to payment of dividends and the consummation of any redemption. In the event of the liquidation, dissolution or winding-up
of the Company (a “Liquidation”), whether voluntarily or involuntarily, the holders of Preferred Stock will be entitled to
receive an amount in cash per share of Preferred Stock equal to 150% of the stated value of such shares prior and in preference to the
Common Stock and pari passu with the Company’s Series B Non-Voting Convertible Preferred Stock and any other series of preferred
stock.
Voting Rights
Holders of the Preferred Stock are entitled to
vote on an as-converted basis alongside holders of Common Stock as a single class, subject to the Beneficial Ownership Limitation. In
addition, as long as any shares of Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders
of a majority of the then outstanding shares of Preferred Stock, alter or change adversely the powers, preferences or rights given to
the Preferred Stock or alter or amend the Certificate of Designation, authorize or create any class of stock ranking as to dividends,
redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Preferred Stock, amend its certificate
of incorporation in any manner that adversely affects any rights of the holders of Preferred Stock, increase the number of authorized
shares of Preferred Stock, declare dividends on or redeem junior securities while accrued dividends remain unpaid, enter into affiliate
transactions exceeding $1 million without disinterested director approval or enter into any agreement with respect to any of the foregoing.
Redemption
Holders of the Preferred Stock are entitled to
redeem their shares after three years at a redemption price equal to 110% of the stated value of such shares, plus accrued and unpaid
dividends. The Company may redeem all or part of the Preferred Shares at any time after the 24-month anniversary of the issuance date
by giving the holder at least 30 days’ written notice. The buyback price depends on timing: 115% of stated value if redeemed between the
24-month and 36-month anniversaries, and 110% of stated value after the 36-month anniversary, in each case plus accrued and unpaid dividends.
In addition, in the event the Company enters into
a transaction which results in a change of control of 50% or more of its then outstanding shares of Common Stock on a fully diluted basis,
sells substantially all its assets, or effects a “going-private” transaction such that it is no longer a publicly reporting
company, a holder of Preferred Stock will be entitled to redeem its shares at a redemption price equal to the greater of (i) the stated
value of such shares, plus all accrued and unpaid dividends or (ii) the as-converted market value of the shares of Common Stock issuable
upon conversion of the shares of Preferred Stock based on the average of the last closing price of the Common Stock during the five trading
days preceding the date of the holder’s redemption notice.
The Warrant
Exercise Terms
The Warrants shall be immediately exercisable
upon issuance, have a term of five years from the date of issuance, and be exercisable for shares of Common Stock at the Exercise Price
of $2.895 per share; provided that the exercise price and number of shares of Common Stock issuable upon exercise of the Warrants are
subject to customary adjustments pursuant to stock dividends, stock splits or similar events.
Fundamental Transaction
If a Fundamental Transaction (as such term is
defined in the Warrant) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every
right and power that the Company may exercise and will assume all of the Company’s obligations under the Warrants with the same
effect as if such successor entity had been named in the Warrant itself. If holders of the Common Stock are given a choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the consideration it
receives upon any exercise of the Warrant following such Fundamental Transaction.
Rights of Holder
Except as otherwise provided in the Warrants or
by virtue of such holder’s ownership of shares of Common Stock, the holder of a Warrant does not have the rights or privileges of
a holder of the Common Stock, including any voting rights, until the holder exercises the Warrant.
2
Limitations on Exercise
The holder of the Warrant is prohibited from exercising
the Warrant for shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially
own in excess of 4.99%. The holder can elect a 19.99% cap instead, and any increase takes effect only 61 days after notice to the Company.
The Exchange Agreement
Pursuant to the Exchange Agreement, on June
11, 2026, the Company issued the Securities and the Outstanding Debt was cancelled. The Exchange Agreement contains customary
representations and warranties and agreements by the Company and the Debtholder.
In the Exchange Agreement, the Debtholder acknowledged
that the shares of Common Stock issuable upon conversion of the Preferred Shares and the exercise of the Warrants are subject to an exchange
cap (as defined in the Certificate of Designation and the Warrants, respectively) such that the Company will not issue shares of Common
Stock upon a conversion of the Preferred Shares or the exercise of the Warrants if the issuance of such shares of Common Stock would exceed
the aggregate number of shares of Common Stock which the Company may issue without breaching its obligations under the rules or regulations
of Nasdaq.
In the event the Company’s Common Stock
is delisted from Nasdaq for 30 or more consecutive trading days without relisting on an approved exchange, the Exchange Agreement provides
that the Debtholder may elect to, by written notice to the Company, exchange the Preferred Shares for an unsecured promissory note of
the Company bearing 10% annual interest with a 24-month maturity.
The foregoing descriptions of the Certificate
of Designation, Exchange Agreement and the Warrants are qualified in their entirety by reference to the full text of such agreements,
copies of which are attached hereto as Exhibit 3.1, 10.1 and 4.1, respectively, and each of which is incorporated herein in its entirety
by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements
and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon
by the contracting parties.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above
of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. When issuing the shares of Preferred Stock and the
Warrant pursuant to the Exchange Agreement in exchange for the cancellation of the Note, the Company relied upon the exemption from the
registration requirements of the Securities Act available under Section 3(a)(9) promulgated thereunder due to the fact that Company
was the same issuer of the Note, the Debtholder did not pay any additional consideration besides cancelling the outstanding
Note, the exchange was made with a current Company investor and the Company did not pay any commission or remuneration for the solicitation
of the exchange. The shares of the Company’s Common Stock to be issued upon conversion of the Preferred Stock, to the extent issued,
will also be issued pursuant to an exemption from the registration requirements of the Securities Act available under Section 3(a)(9)
promulgated thereunder. The shares of Preferred Stock, the Warrant and the shares of Common Stock that may be issued upon conversion of
the Preferred Stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence
of an effective registration statement or exemption from the registration requirements.
The shares of the Company’s Common Stock
to be issued upon exercise of the Warrant will be issued and sold pursuant to an exemption from the registration requirements under Section
4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. In the Exchange Agreement, the Debtholder represented
that it is an “accredited investor” as defined in Regulation D of the Securities Act.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2026, the
Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders
approved an amendment (the “Plan Amendment”) to the Company’s 2023 Incentive Compensation Plan, as amended (the “2023
Plan”), to (i) increase the number of shares of Common Stock authorized for issuance under the 2023 Plan from 138,861 shares to
520,000 shares, and (ii) increase the total number of shares of Common Stock with respect to which awards may be granted to any non-employee
director in his or her capacity as a non-employee director in any single calendar year by 72,500 shares to 75,000 shares. A summary of
the material terms of the 2023 Plan is incorporated herein by reference from pages 54-61 of the Company’s definitive proxy statement
on Schedule 14A for the Annual Meeting, as filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026 (the
“Proxy Statement”). A copy of the Plan Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
3
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Certificate of Designation
The matters described in Item 1.01 of this Current
Report on Form 8-K related to the Preferred Stock and the Certificate of Designation are incorporated herein by reference. A copy of the
Certificate of Designation is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
At the Annual Meeting,
the stockholders voted on eight proposals, each of which is listed below and described in more detail in the Company’s Proxy Statement.
With respect to each proposal, holders of the Company’s Common Stock were entitled to cast one vote per share of Common Stock held
as of the close of business on the record date of April 13, 2026 (the “Record Date”). On the Record Date there were 2,499,293
shares of the Company’s Common Stock issued and outstanding and entitled to vote at the Annual Meeting.
The following are the
final results of voting on each of the proposals presented at the Annual Meeting:
Proposal 1 — Election of Class III
Directors Proposal
The stockholders elected each of James D. Burnham
and Peter G. DeMaria to serve as a Class III director until the 2029 Annual Meeting of Stockholders, based on the votes below:
For
Withheld
Broker
Non-Votes
James D. Burnham
556,017
15,984
427,279
Peter G. DeMaria
555,947
16,054
427,279
Proposal 2 — Auditor Ratification
Proposal
The stockholders ratified the appointment of M&K
CPAS PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, based on
the votes below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
837,316
152,570
9,393
-
Proposal 3 — Additional February Warrant Exercise Proposal
The stockholders approved, pursuant to Nasdaq
Rule 5635(d), the issuance of up to 862,335 shares of the Company’s Common Stock upon the exercise of certain warrants which were
issued to investors in connection with the Company’s private placement offering that closed on February 17, 2026, based on the votes
listed below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
546,161
22,436
3,404
427,279
Proposal 4 —
Initial April Note and Second April Note Conversion Proposal
The stockholders approved,
pursuant to Nasdaq Rule 5635(d), of the issuance of up to 26,779,029 shares of the Company’s Common Stock upon the conversion of
senior convertible notes (collectively, the “April Notes”) in the aggregate principal amount of up to $13.0 million (assuming
such April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the floor price), which April Notes
have been, or may in the future be, issued to investors pursuant to a Securities Purchase Agreement dated April 30, 2026 (the “April
Purchase Agreement”), based on the votes below:
For
Against
Abstain
Broker Non-Votes
542,888
26,661
2,452
427,279
4
Proposal 5–
Additional April Note Conversion Proposal
The stockholders approved,
pursuant to Nasdaq Rule 5635(d), of the issuance of up to an additional 179,213,485 shares of the Company’s Common Stock upon the
conversion of additional April Notes in the aggregate principal amount of up to $87.0 million (collectively, the “Additional April
Notes”) (assuming such Additional April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the
floor price), which Additional April Notes may in the future be issued to investors pursuant to the April Purchase Agreement, based on
the votes below:
For
Against
Abstain
Broker Non-Votes
539,231
30,318
2,452
427,279
Proposal 6 - Reverse
Stock Split Proposal
The stockholders approved
an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board,
effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, at a ratio of 1-for-5 to 1-for-10
(the “Range”), with the final ratio within such Range to be determined at the discretion of the Board and included in a public
announcement, based on the votes below:
For
Against
Abstain
Broker Non-Votes
801,362
193,585
4,333
0
Proposal 7– 2023 Plan Amendment Proposal
The stockholders approved
an amendment to the Company’s 2023 Plan to (i) increase the number of shares of Common Stock authorized for issuance under the 2023
Plan from 138,861 shares to 520,000 shares, and (ii) increase the total number of shares of Common Stock with respect to which awards
may be granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year by 72,500 shares
to 75,000 shares, based on the votes below:
For
Against
Abstain
Broker Non-Votes
541,578
28,484
1,939
427,279
Proposal 8– Adjournment Proposal
The stockholders approved
an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the
event there are not sufficient votes in favor of the Additional February Warrant Exercise Proposal, the Initial April Note and Second
April Note Conversion Proposal, the Additional April Note Conversion Proposal, the Reverse Stock Split Proposal or the 2023 Plan Amendment
Proposal, based on the votes below. However, the Company elected not to adjourn the Annual Meeting, as such an adjournment was not necessary
in light of the approval of the Additional February Warrant Exercise Proposal, the Initial April Note and Second April Note Conversion
Proposal, the Additional April Note Conversion Proposal, the Reverse Stock Split Proposal and the 2023 Plan Amendment Proposal at the
Annual Meeting.
For
Against
Abstain
Broker Non-Votes
803,648
179,085
16,546
0
Item 7.01. Regulation FD Disclosure.
On June 11, 2026, the Company issued a press release
(the “Press Release”) announcing the Exchange. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1
attached hereto are furnished and shall not be deemed to be “filed” with the SEC for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
5
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed or furnished,
as applicable, with this Report:
(d) Exhibits
Exhibit
Number
Exhibit
Description
3.1
Certificate of Designation of Series C Convertible Preferred Stock
4.1
Warrant, dated June 11, 2026
10.1
Exchange Agreement, dated June 11, 2026
10.2
Amendment No. 2 to the Safe and Green Development 2023 Incentive Compensation Plan
99.1
Press Release, dated June 11, 2026
104
Cover Page Interactive
Data File (the cover page XBRL tags are embedded within the inline XBRL document)
6
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.
Dated: June 15, 2026
RENX ENTERPISES CORP.
By:
/s/ Nicolai Brune
Name:
Nicolai Brune
Title:
Chief Financial Officer
7
EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES C CONVERTIBLE PREFERRED STOCK
EX-3.1
Filename: ea029464901ex3-1.htm · Sequence: 2
Exhibit 3.1
RENX ENTERPRISES CORP.
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES C CONVERTIBLE PREFERRED STOCK
PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW
The undersigned, Nicolai Brune,
does hereby certify that:
1. He
is the Chief Financial Officer of RenX Enterprises Corp., a Delaware corporation (the “Corporation”).
2. The
Corporation is authorized to issue 5,000,000 shares of preferred stock.
3. The
following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):
WHEREAS, the Certificate
of Incorporation of the Corporation (the “Certificate of Incorporation”), provides for a class of its authorized
stock known as preferred stock, consisting of 5,000,000 shares, $0.001 par value per share, issuable from time-to-time in one or more
series;
WHEREAS, the Board
of Directors is authorized by resolution to provide for the issuance of preferred stock in one or more series, and to establish from time-to-time
the number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences and relative participating,
optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions thereof; and
WHEREAS, it is the
desire of the Board of Directors, pursuant to its authority as described above, to fix the rights, preferences, restrictions and other
matters relating to a series of the preferred stock, which shall consist of 7,169 shares of the preferred stock, which the Corporation
has the authority to issue.
NOW, THEREFORE, BE IT RESOLVED,
that the Board of Directors does hereby provide for the issuance of a series of preferred stock to be designated “Series C
Convertible Preferred Stock” and does hereby fix and determine the designation, powers, privileges, preferences and relative
participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions
thereof as follows:
SERIES C CONVERTIBLE PREFERRED
STOCK
Section 1. Definitions.
For the purposes hereof, the following terms shall have the following meanings:
“Affiliate”
means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Holder,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Holder will be
deemed to be an Affiliate of such Holder.
“Alternate Consideration”
shall have the meaning set forth in Section 7(b).
“Base Conversion
Price” shall have the meaning set forth in Section 7(c).
“Beneficial Ownership
Limitation” shall have the meaning set forth in Section 6(b)(iv).
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed
or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by
the Holders of a majority in interest of the Series C Convertible Preferred Stock then outstanding and reasonably acceptable to the Corporation,
the fees and expenses of which shall be paid by the Corporation.
“Business Day”
means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.
“Certificate of
Designation” means this Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred
Stock filed by the Corporation.
“Closing Sale
Price” means, for any security as of any date, the last closing trade price for such security prior to 4:00 p.m., New York
City time, on the principal securities exchange or trading market where such security is listed or traded, as reported by Bloomberg, L.P.
(or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by Holders of a majority of the then-outstanding
Series C Convertible Preferred Stock and the Corporation), or if the foregoing do not apply, the last trade price of such security in
the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, L.P., or, if no last trade price
is reported for such security by Bloomberg, L.P., the average of the bid prices of any market makers for such security as reported on
the any over the counter market operated by OTC Markets Group, Inc. If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as
determined in good faith by the Board of Directors of the Corporation.
“Commission”
means the Securities and Exchange Commission.
“Common Stock”
means the Corporation’s Common Stock, par value $0.001 per share, and stock of any other class of securities into which such securities
may hereafter be reclassified or changed into.
“Common Stock
Equivalents” means any securities of the Corporation or its subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Conversion Date”
shall have the meaning set forth in Section 6(a).
“Conversion Price”
shall mean $2.895, as adjusted pursuant to Section 7 hereof.
“Conversion Shares”
means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series C Convertible Preferred, as well as any
other shares of Common Stock issuable hereunder, including as dividends, in each case in accordance with the terms hereof.
“DGCL” shall mean the
Delaware General Corporation Law.
“Dilutive Issuance”
shall have the meaning set forth in Section 7(c).
“Dividend Payment
Date” shall have the meaning set forth in Section 3(b).
“Dividend Share
Amount Payment” shall have the meaning set forth in Section 3(b).
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“DWAC Delivery”
shall have the meaning set forth in Section 6(a).
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange Cap”
shall have the meaning set forth in Section 6(g).
“Exchange Cap
Allocation” shall have the meaning set forth in Section 6(g).
“Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Corporation pursuant to any stock
or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation or a majority of the
members of a committee of non-employee directors established for such purpose, (b) securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the date of the Purchase Agreement, provided that such securities have not been
amended since the date of the Purchase Agreement to increase the number of such securities or to decrease the exercise price, exchange
price or conversion price of any such securities (other than in connection with stock splits or combinations) or to extend the term of
such securities, (c) securities issued pursuant to (i) a merger, consolidation, acquisition, strategic alliance or similar business combination,
(ii) any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution
or (iii) any strategic transactions involving the Corporation and other entities, including joint ventures, manufacturing, marketing or
distribution arrangements so long as these securities are unregistered, (d) securities issued at or above, or securities exercisable at
or above, the Conversion Price in effect at the time of issuance (whether issued in combination with any other securities or otherwise)
and (e) securities approved for issuance by the Required Holders.
“Floor Price”
shall equal $1.50, which is 20% of the “Minimum Price” (as such term is defined in Rule 5635 of the Listing Rules of the Nasdaq
Stock Market) on the date of the Purchase Agreement (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations
or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market.
“Fundamental Transaction”
shall have the meaning set forth in Section 7(b).
“Holder”
means any holder of Series C Convertible Preferred Stock.
“Issuance Date”
means the date of the “Closing” as defined in the Purchase Agreement.
“Notice of Conversion”
shall have the meaning set forth in Section 6(a).
“Person”
means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Purchase Agreement”
means the Securities Purchase Agreement, dated June 11, 2026, among the Corporation and the investor signatory thereto.
“Required Holders” means
the holders of at least a majority of the outstanding shares of Series C Preferred Stock.
“Shareholder Approval”
means such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any successor entity)
from the shareholders of the Corporation with respect to issuance of all of the Conversion Shares, including, without limitation, to give
full effect and consent to any adjustment to the Conversion Price following any stock dividend, stock split or other share combination
event, Dilutive Issuance and to the issuance of shares of Common Stock as a dividend in kind on the Series C Convertible Preferred Stock.
“Shareholder Approval
Date” means the Trading Day that Shareholder Approval is received and deemed effective.
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“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Series C Convertible
Preferred Stock” shall have the meaning set forth in Section 2(a).
“Series C Convertible
Preferred Stock Register” shall have the meaning set forth in Section 2(b).
“Share Delivery
Date” shall have the meaning set forth in Section 6(c).
“Stated Value”
shall mean $1,000.00, subject to upward adjustment at the option of the Corporation for dividends declared as provided in Section 3(b).
“Trading Day”
means a day on which the Common Stock is traded for any period on its primary Trading Market or if the Common Stock is not traded on a
Trading Market, on a day that the Common Stock is traded on another securities market on which the Common Stock is then being traded.
“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange
(or any successors to any of the foregoing).
“VWAP”
means, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a
Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed
or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Required Holders, the fees and expenses of which shall be paid by the Corporation.
Section 2. Designation, Amount and Par
Value; Assignment.
(a) The series of preferred
stock designated by this Certificate of Designation shall be designated as the Corporation’s Series C Convertible Preferred Stock
(the “Series C Convertible Preferred Stock”) and the number of shares so designated shall be 7,169 (which shall
not be subject to increase without the written consent of the Required Holders). Each share of Series C Convertible Preferred Stock shall
have a par value of $0.001 per share.
(b) The Corporation shall
register shares of the Series C Convertible Preferred Stock, upon records to be maintained by the Corporation or any duly registered transfer
agent for that purpose (the “Series C Convertible Preferred Stock Register”), in the name of the Holders thereof
from time to time. The Corporation may deem and treat the registered Holder of shares of Series C Convertible Preferred Stock as the absolute
owner thereof for the purpose of any conversion thereof and for all other purposes. The Corporation shall register the transfer of any
shares of Series C Convertible Preferred Stock in the Series C Convertible Preferred Stock Register. The provisions of this Certificate
of Designation are intended to be for the benefit of all Holders from time to time and shall be enforceable by any such Holder.
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Section 3. Dividends.
(a) Series C Preferred
Stock Dividends. From and after the date of issuance of any shares of Series C Convertible Preferred Stock , dividends at the rate
per share of 8% of the Stated Value per share of Series C Convertible Preferred Stock); provided that the rate per share shall be 9% per
annum for any dividends not paid in cash plus the amount of previously accrued dividends, compounding quarterly shall accrue on each shares
of Series C Convertible Preferred Stock outstanding (“Accruing Dividends”). Accruing Dividends on shares of Series C Convertible
Preferred Stock shall accrue from day to day, whether or not declared, and shall be cumulative from the Issuance Date for so long as Series
C Convertible Preferred Stock is outstanding provided, however, that such Accruing Dividends shall only be payable when, as and if declared
by the Board of Directors. Dividends may be declared and paid on Series C Convertible Preferred Stock when and as determined by the Board
of Directors of the Corporation out of any funds legally available for such purpose.
(b) Payment of Dividends
in Cash, in Kind or by Allocation to Stated Value. Dividends are payable (i) on such date as the Board of Directors of the Corporation
may determine pursuant to Section 3(a) above; (ii) upon Liquidation as set forth in Section 5; and (iii) upon occurrence of a Fundamental
Transaction (each such date, a “Dividend Payment Date”), in (a) cash or, (b) solely in the event of (i) above,
in duly authorized, validly issued, fully paid and non-assessable shares of Series C Convertible Preferred Stock (as determined by the
Corporation), as set forth in this Section 3(b) (the amount to be paid in shares of Series C Convertible Preferred Stock, the “Dividend
Share Amount Payment”), or (c) by increasing the amount attributed to the Stated Value of the Series C Convertible Preferred
Stock on the books of the Corporation by the amount of such dividend. With respect to any Dividend Share Amount Payments paid in shares
of Series C Convertible Preferred Stock, the number of shares of Series C Convertible Preferred Stock to be issued to a Holder pursuant
to this Section 3(b) shall be an amount equal to the quotient of (x) the amount of the Dividend Shares Amount Payment to such Holder divided
by the Stated Value in effect (the “Dividend Conversion Price”), provided that the Dividend Conversion Price
shall not be less than the Floor Price. If the Dividend Conversion Price is lower than the Floor Price and the Corporation elects to pay
the Dividend Share Amount Payment in shares of Series C Convertible Preferred Stock, in addition to the number of shares of Series C Convertible
Preferred Stock payable calculated using the Floor Price, the Corporation shall pay the Holder an amount in cash equal to the product
of (A) any Bid Price selected by Holder for the Corporation’s Common Stock as published on Bloomberg within one hour preceding the
submission of the Conversion Notice by the Holder, and (B) the difference obtained by subtracting (1) the quotient obtained by dividing
(a) the amount of the dividend payable to such Holder by (b) the Floor Price, from (2) the quotient obtained by dividing (x)
the amount of the dividend payable to such Holder by (y) the Dividend Conversion Price without giving effect to the Floor Price.
Any cash payments pursuant to this Section 3(b) shall be paid by the Corporation to the Holder within two (2) business days after the
Dividend Payment Date.
(c) Dividend Calculations.
Dividends on the Series C Convertible Preferred Stock shall be calculated on the basis of a 365-day year, on a pro rata pari passu
basis, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or
other funds of the Corporation legally available for the payment of dividends. The Dividend Payment Date shall be deemed the Conversion
Date for payment of dividends in shares of Series C Convertible Preferred Stock pursuant to Section 6(a) herein. Dividends shall cease
to accrue with respect to any Series C Convertible Preferred Stock converted.
Section 4. Voting
Rights. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders
of the Corporation, each holder of outstanding shares of Series C Convertible Preferred Stock shall be entitled to cast the number of
votes equal to the number of whole shares of Common Stock into which the shares of Series C Convertible Preferred Stock held by such holder
are then convertible (subject to the Beneficial Ownership Limitation) as of the record date for determining stockholders entitled to vote
on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Series C Convertible
Preferred Stock shall vote together with the holders of Common Stock as a single class and on an as-converted to Common Stock basis. However,
as long as any shares of Series C Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote
of the Holders of a majority of the then outstanding shares of the Series C Convertible Preferred Stock, (a) alter or change adversely
the powers, preferences or rights given to the Series C Convertible Preferred Stock or alter or amend this Certificate of Designation,
(b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined
in Section 5) senior to, or otherwise pari passu with, the Series C Convertible Preferred Stock, (c) amend its certificate of incorporation
or other charter documents in any manner that materially and adversely affects any rights of the Holders, (d) increase the number of authorized
shares of Series C Convertible Preferred Stock, (e) declare or pay any dividends on, or redeem or repurchase of, any securities junior
in rank to the Series C Convertible Preferred Stock (other than tax withholdings on equity-based compensation) while accrued dividends
are outstanding and unpaid on the Series C Convertible Preferred Stock; or (f) enter into any transaction with an Affiliate exceeding
$1 million in any single transaction or related series of transactions, unless approved by a majority of the Corporation’s disinterested
independent directors or (g) enter into any agreement with respect to any of the foregoing.
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Section 5. Rank;
Liquidation. The Series C Convertible Preferred Stock shall rank prior in and preference to the Common Stock and pari passu
(unless otherwise agreed by the Required Holders) with the Corporation’s Series B Non-Voting Convertible Preferred Stock and any
other series of the Corporation’s preferred stock with respect to payment of dividends and the consummation of any redemption. In
the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series C
Convertible Preferred Stock shall be entitled to be paid, with respect to each share of Series C Convertible Preferred Stock then outstanding
held by the holder, out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made
to the holders of Common Stock by reason of their ownership thereof, and pari passu with the Corporation’s Series B Non-Voting
Convertible Preferred Stock and any other series of the Corporation’s preferred stock, an amount in cash per share of Series C Convertible
Preferred Stock equal to 150% of the Stated Value, plus all accrued and unpaid dividends on such shares(the amount payable pursuant to
this sentence is hereinafter referred to as the “Liquidation Value”). After payment of the Liquidation Value
as set forth above, the shares of Series C Convertible Preferred Stock shall no longer be deemed to be outstanding and the holders thereof
shall have no further rights as holders of Series C Convertible Preferred Stock.
Section 6. Conversion.
(a) Conversions at Option
of Holder. Each share of Series C Convertible Preferred Stock shall be convertible, at any time and from time to time from and after
the Shareholder Approval Date, at the option of the Holder thereof, into a number of shares of Common Stock (subject to the limitations
set forth in Section 6(b)) equal to the sum of (A) the quotient of (i) the aggregate Stated Value of those shares being converted, divided
by (ii) the Conversion Price then in effect, plus (B) to the extent that the Corporation elects to pay the Dividend Share Amount Payment
pursuant to Section 3 hereof in duly authorized, validly issued, fully paid and non-assessable shares of Series C Convertible Preferred
Stock, the quotient of (X) the sum of all accrued but unpaid dividends thereon, divided by (Y) the Dividend Conversion Price. Holders
shall effect conversions by providing the Corporation with the form of Notice of Conversion attached hereto as Annex A (a “Notice
of Conversion”), duly completed and executed. Other than a conversion following a Fundamental Transaction or following a
notice provided for under Section 7(e)(ii) hereof, the Notice of Conversion must specify at least (i) a number of shares of Series C Convertible
Preferred Stock to be converted equal to the lesser of (x) 100 shares (such number subject to appropriate adjustment following the occurrence
of an event specified in Section 7(a) hereof) and (y) the number of shares of Series C Convertible Preferred Stock then held by the Holder,
(ii) the number of shares of Series C Convertible Preferred Stock owned prior to the conversion at issue and (iii) the number of shares
of Series C Convertible Preferred Stock owned subsequent to the conversion at issue. Provided the Corporation’s transfer agent is
participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program and the applicable
Conversion Shares are either registered for issuance, registered for resale or eligible for resale without restriction pursuant to Rule
144 of the Securities Act, the Notice of Conversion may specify, at the Holder’s election, whether the applicable Conversion Shares
shall be credited to the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a
“DWAC Delivery”). The “Conversion Date”, or the date on which a conversion pursuant
to this Section 6(a) shall be deemed effective, shall be defined as the Trading Day that the Notice of Conversion, completed and executed,
is sent by email or facsimile to, and received during regular business hours by, the Corporation. The calculations set forth in the Notice
of Conversion shall control in the absence of manifest or mathematical error. Shares of Series C Convertible Preferred Stock converted
into Common Stock shall be canceled and shall not be reissued. If a Notice of Conversion delivered to the Corporation would result in
a breach of Section 6(b) below, and the Holder does not elect in writing to withdraw, in whole, such Notice of Conversion, the Corporation
shall hold such Notice of Conversion in abeyance until such time as such Notice of Conversion may be satisfied without violating Section
6(b) below with such calculations thereunder made as of the date such Conversion Notice was initially delivered to the Corporation.
(b) Beneficial Ownership
Limitation.
i. Notwithstanding anything
herein to the contrary, the Corporation shall not effect any conversion of the Series C Convertible Preferred Stock, and a Holder shall
not have the right to convert any shares of Series C Convertible Preferred Stock, pursuant to this Section 6 or otherwise, to the extent
that, after giving effect to an attempted conversion, such Holder (together with such Holder’s Affiliates, and any other Person
whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act
and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (such Persons,
“Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial
Ownership Limitation (as defined below).
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ii. For purposes of the foregoing
sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties
shall include the number of shares of Common Stock issuable upon conversion of the shares of Series C Convertible Preferred Stock with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(A) conversion of the remaining, unconverted shares of Series C Convertible Preferred Stock beneficially owned by such Holder or any of
its Affiliates or Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Corporation beneficially owned by the Holder or any of its Affiliates or Attribution Parties (including, without limitation, any
convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6(b), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. In addition, for purposes
hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of
the Commission.
iii. To the extent that the
limitation contained in this Section 6(b) applies, the determination of whether Series C Convertible Preferred Stock may be converted
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of its
Series C Convertible Preferred Stock may be converted shall be in the sole discretion of the Holder and the submission of a Notice of
Conversion shall be deemed to be such Holder’s determination of whether the shares of Series C Convertible Preferred Stock may be
converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares
of the Series C Convertible Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. For purposes
of this Section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (A) the Corporation’s most recent public filing with the Commission, as the case may be, (B) a more
recent public announcement by the Corporation or (C) a more recent notice by the Corporation or the Corporation’s transfer agent
to the Holder setting forth the number of shares of Common Stock then outstanding. For any reason at any time, upon the written or oral
request of a Holder (which may be by email), the Corporation shall, within two (2) Business Days of such request, confirm orally and in
writing to such Holder (which may be via email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to any actual conversion or exercise of securities of the Corporation,
including shares of Series C Convertible Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of
which such number of outstanding shares of Common Stock was last publicly reported or confirmed to the Holder.
iv. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock pursuant to such conversion of Series C Convertible Preferred Stock held by the applicable Holder
(to the extent permitted pursuant to this Section). The Holder, upon not less than 61 days’ prior notice to the Corporation, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section applicable to its Series C Convertible Preferred Stock
provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon the conversion the Series C Convertible Preferred Stock held by the
Holder and the provisions of this Section shall continue to apply. Any such increase or decrease will not be effective until the 61st
day after such notice is delivered to the Corporation and shall only be effective with respect to such Holder. The provisions of this
Section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this
paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation.
(c) Mechanics of Conversion
i. Electronic Issuance
Upon Conversion. Not later than the earlier of (a) one (1) Trading Day and (b) the number of Trading Days comprising the Standard
Settlement Period after the applicable Conversion Date after receipt by the Corporation of the Notice of Conversion (the “Share
Delivery Date”), the Corporation shall electronically transfer such Conversion Shares by crediting the account of the Holder’s
prime broker with DTC through its DWAC system. If in the case of any Notice of Conversion such shares are not electronically delivered
to or as directed by, the applicable Holder by the Share Delivery Date, the applicable Holder shall be entitled to elect to rescind such
Notice of Conversion by written notice to the Corporation at any time on or before electronic receipt of such shares in which event the
Corporation shall promptly direct the return to such Holder any shares of Series C Convertible Preferred Stock electronically delivered
to the Corporation and such Holder shall promptly direct the return of any shares of Common Stock delivered to the Holder through the
DWAC system, representing the shares of Series C Convertible Preferred Stock unsuccessfully tendered for conversion to the Corporation.
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ii. Obligation Absolute.
Subject to Section 6(d) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(c)(i) above,
the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Series C Convertible Preferred Stock
in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the
same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other
Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other Person, and irrespective
of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance
of such Conversion Shares. Subject to Section 6(b) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant
to Section 6(c)(i) above, in the event a Holder shall elect to convert any or all of its Series C Convertible Preferred Stock, the Corporation
may not refuse conversion based on any claim that such Holder or any one Person associated or affiliated with such Holder has been engaged
in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to such Holder, restraining and/or
enjoining conversion of all or part of the Series C Convertible Preferred Stock of such Holder shall have been sought and obtained by
the Corporation. In addition, in the event the Corporation fails to delivery freely tradeable, unrestricted Conversion Shares upon conversion
by the Holder pursuant to the terms herein, the Holder shall be entitled to an amount in cash equal to the product of the undelivered
freely tradeable Conversion Shares that should have been delivered to the Holder pursuant to the applicable Conversion Notice but for
such failure multiplied by the prevailing traded price of the Corporation’s Common Stock at such time.
iii. Reservation of Shares
Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and
unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Convertible Preferred Stock and payment
of dividends on the Series C Convertible Preferred Stock each as herein provided, free from preemptive rights or any other actual contingent
purchase rights of Persons other than the Holders of the Series C Convertible Preferred Stock, not less than such aggregate number of
shares of the Common Stock as shall be issuable (taking into account the adjustments of Section 7) upon the conversion of all outstanding
shares of Series C Convertible Preferred Stock and payment of dividends hereunder. The Corporation shall take all action required to increase
the authorized number of shares of Common Stock (including, if necessary, seeking stockholder approval to authorize the issuance of additional
shares of Common Stock), or any other actions necessary or desirable, if at any time there shall be insufficient authorized but unissued
shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of the Series C Convertible Preferred
Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly
issued, fully paid and nonassessable.
iv. Fractional Shares.
No fractional shares of Common Stock shall be issued upon the conversion of the Series C Convertible Preferred Stock. As to any fraction
of a share which a Holder would otherwise be entitled to receive upon such conversion, the Corporation shall at its election, either pay
a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or rounded
to the nearest whole share (with one-half being rounded upward).
v. Transfer Taxes and
Expenses. The issuance of shares of the Common Stock upon conversion of the Series C Convertible Preferred Stock shall be made without
charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such shares,
provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such shares upon conversion in a name other than that of the registered Holder(s) of such shares of Series C Convertible
Preferred Stock and the Corporation shall not be required to issue or deliver such shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. The Corporation shall pay all transfer agent fees required for processing of any Notice of Conversion.
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(f) Status as Stockholder.
Upon each Conversion Date, (i) the shares of Series C Convertible Preferred Stock being converted shall be deemed converted into shares
of Common Stock and (ii) the Holder’s rights as a holder of such converted shares of Series C Convertible Preferred Stock shall
cease and terminate, excepting only the right to receive such shares of Common Stock and to any remedies provided herein or otherwise
available at law or in equity to such Holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation.
In all cases, the holder shall retain all of its rights and remedies for the Corporation’s failure to convert Series C Convertible
Preferred Stock.
(g) Exchange Cap. The
Corporation shall not issue any shares of Common Stock upon conversion of any Series C Convertible Preferred Stock or otherwise pursuant
to the terms of this Certificate of Designation if the issuance of such shares of Common Stock would exceed the aggregate number of shares
of Common Stock which the Corporation may issue upon conversion of the Series C Convertible Preferred Stock or otherwise pursuant to the
terms of this Certificate of Designation without breaching the Corporation’s obligations under the rules or regulations of the Trading
Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”),
except that such limitation shall not apply in the event that the Corporation (A) obtains the approval of its stockholders as required
by the applicable rules of the Trading Market for issuances of shares of Common Stock in excess of such amount, (B) obtains a written
opinion from outside counsel to the Corporation that such approval is not required or (C) issues the Series C Convertible Preferred Stock
through an effective registration statement in connection with a public offering in accordance with the rules and regulations of the Trading
Market. Until such approval or such written opinion is obtained, or unless such effective registration statement is available, no Holder
shall be issued in the aggregate, upon conversion of any Series C Convertible Preferred Stock or otherwise pursuant to the terms of this
Certificate of Designation, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Original Issuance
Date multiplied by (ii) the quotient of (1) the aggregate original Stated Value of the Series C Convertible Preferred Stock issued to
such Holder divided by (2) the aggregate original Stated Value of the Series C Convertible Preferred Stock issued to all Holders (with
respect to each Holder, the “Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise
transfer any of such Holder’s shares of Series C Convertible Preferred Stock, the transferee shall be allocated a pro rata
portion of such Holder’s Exchange Cap Allocation with respect to such portion of such Series C Convertible Preferred Stock so transferred,
and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so
allocated to such transferee. Upon conversion in full of a Holder’s Series C Convertible Preferred Stock, the difference (if any)
between such Holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such Holder upon such
Holder’s conversion in full of such Series C Convertible Preferred Stock shall be allocated to the respective Exchange Cap Allocations
of the remaining Holders of Series C Convertible Preferred Stock on a pro rata basis in proportion to the shares of Common Stock
underlying the Series C Convertible Preferred Stock then held by each such Holder of Series C Convertible Preferred Stock.
Section 7. Certain
Adjustments.
(a) Stock Dividends and
Stock Splits. If the Corporation, at any time while the shares of Series C Convertible Preferred Stock are outstanding: (A) pays a
stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall
not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of dividends on, this Series C Convertible
Preferred Stock) with respect to the then outstanding shares of Common Stock; (B) subdivides outstanding shares of Common Stock into a
larger number of shares; or (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such event (excluding any treasury shares of the Corporation).
Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision
or combination. Notwithstanding the foregoing, no adjustment pursuant to this Section 7 shall cause the Conversion Price to be less than
the Floor Price.
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(b) Fundamental Transaction.
If, at any time while this Series C Convertible Preferred Stock is outstanding, (A) the Corporation effects any merger or consolidation
of the Corporation with or into another Person (other than a merger in which the Corporation is the surviving or continuing entity and
its Common Stock is not exchanged for or converted into other securities, cash or property), (B) the Corporation effects any sale of all
or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether
by the Corporation or another Person) is completed pursuant to which all of the Common Stock is exchanged for or converted into other
securities, cash or property, or (D) the Corporation effects any reclassification of the Common Stock or any compulsory share exchange
pursuant (other than as a result of a dividend, subdivision or combination covered by Section 7(a) above) to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”),
then, upon any subsequent conversion of this Series C Convertible Preferred Stock effected within two (2) Business Days following the
date on which the Corporation publicly announces that the Fundamental Transaction has occurred the Holders shall have the right to receive,
in lieu of the right to receive Conversion Shares, for each Conversion Share that would have been issuable upon such conversion immediately
prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of one share of Common Stock (the “Alternate Consideration”). If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holders shall be given the same
choice as to the Alternate Consideration it receives upon any conversion of this Series C Convertible Preferred Stock following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such
Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred
stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate
Consideration. The terms of any agreement to which the Corporation is a party and pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 7(b) and ensuring that
this Series C Convertible Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction. The Corporation shall cause to be delivered to each Holder, at its last address as it shall appear
upon the stock books of the Corporation, written notice of any Fundamental Transaction at least 20 calendar days prior to the date on
which such Fundamental Transaction is expected to become effective or close.
(c) Subsequent Equity Sales.
If, at any time while this Series C Convertible Preferred Stock is outstanding, the Corporation sells or grants any option to purchase
or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or
other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective
price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price”
and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock
Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be
entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall
be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall
be reduced, concurrently with such issuance or deemed issuance, to a price (calculated to the nearest cent) determined in accordance with
the following formula: CP2 = CP1* (A+ B) ÷(A+ C); provided notwithstanding the foregoing, that no adjustment pursuant to
this Section 7(c) shall cause the Base Conversion Price to be less than the Floor Price and no adjustment will be made under this Section
7(c) in respect of an Exempt Issuance. For purposes of the foregoing formula, the following definitions shall apply:
(A) “CP2”
shall mean the Conversion Price of the Series C Convertible Preferred Stock in effect immediately after such Dilutive Issuance;
(B) “CP1”
shall mean the Conversion Price of the Series C Convertible Preferred Stock in effect immediately prior to such Dilutive Issuance;
(C) “A”
shall mean the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance (treating for this purpose as
outstanding all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such issuance or deemed issuance
or upon conversion or exchange of convertible securities (including the Corporation’s Series B Non-Voting Convertible Preferred
Stock and the Series C Convertible Preferred Stock) outstanding (assuming exercise of any outstanding options therefor) immediately prior
to such Dilutive Issuance);
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(D) “B”
shall mean the number of shares of Common Stock that would have been issued if such additional shares of Common Stock had been issued
or deemed issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Corporation in
respect of such Dilutive Issuance by CP1); and
(E) “C”
shall mean the number of such Additional Shares of Common Stock issued or deemed to be issued in such transaction.
If a Holder elects to convert
following a Dilutive Issuance that causes the Base Conversion Price to be less than the Floor Price, then in addition to the Conversion
Shares, the Corporation shall pay to the Holder an amount in cash equal to the product obtained by multiplying (a) any Bid Price selected
by Holder for the Corporation’s Common Stock as published on Bloomberg within one hour preceding the submission of the Conversion
Notice by the Holder, by (b) the difference obtained by subtracting (1) the quotient obtained by dividing (a) the aggregate Stated Value
of those shares being converted, by (b) the Floor Price, from (2) the quotient obtained by dividing (x) the aggregate Stated Value
of those shares being converted, by (y) the Base Conversion Price without giving effect to the Floor Price.
(d) Calculations. All
calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.
(e) Notice to Holders.
i. Adjustment to Conversion
Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall promptly deliver
to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.
ii. Other Notices.
If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation
shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting
to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any
rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common
Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets
of the Corporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or
(E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation,
then, in each case, the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this
Series C Convertible Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock
books of the Corporation, at least 2 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a
record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.
Section 8. Redemption.
(a) On or after the
third anniversary of the Issuance Date, the Holders of Series C Convertible Preferred Stock shall be entitled to provide notice to
the Corporation of their election to cause the Corporation to redeem their shares of Series C Convertible Preferred Stock at a
redemption price equal to 110% of the Stated Value of such shares, plus all accrued and unpaid dividends.
(b)
At any time after the 24 month anniversary of the Issuance Date on not less than 30 days’ prior written notice to the Holders,
the Corporation may redeem all or any portion of the outstanding shares of Series C Convertible Preferred Stock at the following
percentages of Stated Value, plus all accrued and unpaid dividends: (i)) after the 24 month anniversary of the Issuance Date through
the 36 month anniversary thereof: 115%; and (ii) after the 36 month anniversary of the Issuance Date: 110%. Holders may convert any
portion of their Series C Convertible Preferred Stock subject to a redemption notice at any time during the notice period.
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(c)
In addition, in the event of the Corporation enters into a transaction which results in a change of control of 50% or more of the
Corporation’s then outstanding shares of Common Stock on a fully diluted basis, sells substantially all the
Corporation’s assets, or the Corporation effects a “going-private” transaction such that it is no longer a
reporting company under the Exchange Act, the Holders of Series C Convertible Preferred Stock shall be entitled to provide notice to
the Corporation of their election to cause the Corporation to redeem their shares of Series C Convertible Preferred Stock at a
redemption price equal to the greater of (i) the Stated Value of such shares, plus all accrued and unpaid dividends or (ii) the
as-converted market value of the shares of Common Stock issuable upon conversion of the shares of Series C Convertible Preferred
Stock based on the average of the last closing price of the Common Stock during the five Trading Days preceding the date of the
notice of redemption delivered to the Corporation by such Holder.
(d)
If the funds of the Corporation legally available for redemption by the Holders of the Series C Convertible Preferred Stock pursuant
to this Section 8 on any redemption date are insufficient to redeem all shares of the Series C Convertible Preferred Stock being
redeemed by the Corporation on such date, those funds which are legally available will be used first to redeem, on a pro
rata basis from the Holders thereof based on the number of shares of Series C Convertible Preferred Stock then held, the
maximum possible number of shares of the Series C Convertible Preferred Stock being redeemed in accordance with the aggregate
redemption proceeds payable with respect to the shares of Series C Convertible Preferred Stock to be redeemed. At any time
thereafter when additional funds of the Corporation become legally available for the redemption of the Series C Convertible
Preferred Stock, such funds will be used to redeem the balance of the shares of Series C Convertible Preferred Stock which the
Corporation was theretofore obligated to redeem as provided in the immediately preceding sentence. Any shares of Series C
Convertible Preferred Stock which are not redeemed as a result of the circumstances described in this Section 8(d) shall remain
outstanding until such shares shall have been redeemed and the redemption price therefor, as applicable, shall have been paid or set
aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares
Series C Convertible Preferred Stock to be redeemed, so as to be, and to continue to be available.
(e)
Effective immediately prior to the close of business on the redemption date for any shares of Series C Convertible Preferred Stock
redeemed pursuant to this Section 8, dividends shall no longer accrue or be declared on any such shares of Series C Convertible
Preferred Stock, and such shares of Series C Convertible Preferred Stock shall cease to be outstanding.
Section 9. Miscellaneous.
(a) Notices. Any and
all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of
Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service,
addressed to the Corporation, Attention:, Chief Executive Officer, facsimile number or such other facsimile number, email address or physical
address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section. Any and all
notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally,
by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address
of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation,
at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the date immediately following the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section between 5:30
p.m. and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
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(b) Lost or Mutilated Series
C Convertible Preferred Stock Certificate. If a Holder’s Series C Convertible Preferred Stock certificate shall be mutilated,
lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series
C Convertible Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such certificate, and of the ownership thereof, reasonably satisfactory to the Corporation and, in each case, customary and reasonable
indemnity, if requested. Applicants for a new certificate under such circumstances shall also comply with such other reasonable regulations
and procedures and pay such other reasonable third-party costs as the Corporation may prescribe.
(c) Waiver. Any waiver
by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to
be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver
by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation
on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist
upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the Corporation or a Holder must
be in writing. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any
right of the Holders of Series C Convertible Preferred Stock granted hereunder may be waived as to all shares of Series C Convertible
Preferred Stock (and the Holders thereof) upon the written consent of the Holders of not less than a majority of the shares of Series
C Convertible Preferred Stock then outstanding, unless a higher percentage is required by the DGCL, in which case the written consent
of the holders of not less than such higher percentage shall be required.
(d) Amendment.
Except for Section 6(b), which may not be amended or waived hereunder, this Certificate of Designation or any provision hereof may be
amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance
with the DGCL, of the Required Holders, voting separately as a single class, and with such other stockholder approval, if any, as may
then be required pursuant to the DGCL and the Certificate of Incorporation.
(e) Severability. If
any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation
shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to
all other Persons and circumstances. If it shall be found that any amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law.
(f) Next Business Day.
Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day.
(g) Headings. The headings
contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit
or affect any of the provisions hereof.
(h) Status of Converted
Series C Convertible Preferred Stock. If any shares of Series C Convertible Preferred Stock shall be converted, redeemed or otherwise
reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer
be designated as Series C Convertible Preferred Stock.
13
IN WITNESS WHEREOF,
the undersigned has executed this Certificate of Designation this 10th day of June, 2026.
RENX ENTERPRISES CORP.
By:
/s/ David Villarreal
Name:
David Villarreal
Title:
Chief Executive Officer
ANNEX A
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE REGISTERED
HOLDER IN ORDER TO CONVERT SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK)
The undersigned Holder hereby
irrevocably elects to convert the number of shares of Series C Convertible Preferred Stock indicated below into shares of Common Stock,
par value $0.001 per share (the “Common Stock”), of RenX Enterprises Corp., a Delaware corporation (the “Corporation”),
according to the conditions hereof, as of the date written below. If securities are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms utilized but not defined herein
shall have the meaning ascribed to such terms in that certain Certificate of Designation of Preferences, Rights and Limitations of Series
C Convertible Preferred Stock (the “Certificate of Designation”) filed by the Corporation on June 11, 2026.
As of the date hereof, the
number of shares of Common Stock beneficially owned by the undersigned Holder (together with such Holder’s Attribution Parties,
and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member),
including the number of shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock subject to this Notice
of Conversion, but excluding the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted
Series C Convertible Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such
Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained
in Section 6(d) of the Certificate of Designation, is __________________. For purposes hereof, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof,
“group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission.
Conversion calculations:
Date to Effect Conversion: __________________________________________________________
Number of shares of Series C Convertible Preferred Stock owned prior to Conversion: __________________
Number of shares of Series C Convertible Preferred Stock to be Converted: ___________________________
Number of shares of Common Stock to be Issued: _________________________________________
Applicable Conversion Price: ________________________________________________________
Number of shares of Series C Convertible Preferred Stock subsequent to Conversion: ____________________
DWAC Instructions:
Broker no: _______________________________________________________________________
Account no: _____________________________________________________________________
[HOLDER]
By:
Name:
Title:
Date:
EX-4.1 — WARRANT, DATED JUNE 11, 2026
EX-4.1
Filename: ea029464901ex4-1.htm · Sequence: 3
Exhibit 4.1
NEITHER THIS WARRANT NOR THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES
LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE,
UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
COMMON STOCK PURCHASE WARRANT
RenX
Enterprises Corp.
Warrant Shares: 619,084
Issue Date: June 11, 2026
THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, Index Equity US, LLC or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times
on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five
(5) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and
purchase from RenX Enterprises Corp., a Delaware corporation (the “Company”), up to 619,084 shares (as subject to adjustment
hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Exchange Agreement (the
“Exchange Agreement”), dated June 11, 2026, by and between the Company and the Debtholder signatory thereto. In
addition to the terms defined elsewhere in this Warrant, the following words and terms have the meanings indicated in this
Section 1:
“Commission”
means the United States Securities and Exchange Commission.
“Trading Day”
means a day on which the Common Stock is traded for any period on its primary Trading Market or if the Common Stock is not traded on a
Trading Market, on a day that the Common Stock is traded on another securities market on which the Common Stock is then being traded.
“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange
(or any successors to any of the foregoing).
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Exhibit A (the “Notice
of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined in Section 2(c)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise
Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United
States bank. The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s)
contained on any Notice of Exercise nor the authority of the person so executing such Notice of Exercise. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable of the date on which the final
Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within
one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,
by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, upon exercise of a
portion of this Warrant, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.
b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $2.895, subject to adjustment hereunder (the “Exercise
Price”).
c) Mechanics
of Exercise.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the
Holder and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by
the Holder in the Notice of Exercise by the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company of
the Notice of Exercise provided that payment is received, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the
Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice
of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received
by the Warrant Share Delivery Date. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long
as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market (or the OTCQB or OTCQX, depending
upon which of these the Common Stock trades if the Common Stock is not listed on a Trading Market) with respect to the Common Stock as
in effect on the date of delivery of the Notice of Exercise. For the avoidance of doubt, the Standard Settlement Period as of the date
of this Warrant is one (1) Trading Day.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(c)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice to the Company
at any time prior to the delivery of such Warrant Shares.
iv. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
v. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Company shall pay all
Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another
established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vi. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
2
d) Holder’s
Exercise Limitations.
i. Beneficial
Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any
of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth
in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies,
the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in
(A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and
in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the
Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder in compliance with this Section
2(d) prior to the issuance of any Warrants, 19.99%) of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase
or decrease the Beneficial Ownership Limitation provisions of this Section 2(d), provided that the Beneficial Ownership Limitation
in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d) shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
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ii. Exchange
Cap. The Company shall not issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common
Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise of this Warrant without breaching
the Company’s obligations under the rules or regulations of the Trading Market (the number of shares which may be issued without
violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event
that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Trading Market for issuances
of shares of Common Stock in excess of such amount, (B) obtains a written opinion from outside counsel to the Company that such approval
is not required, or (C) issues the Common Stock through an effective registration statement in connection with a public offering in accordance
with the rules and regulations of the Trading Market. Until such approval or such written opinion is obtained, or unless such effective
registration statement is available, no Holder shall be issued in the aggregate, upon exercise of this Warrant, shares of Common Stock
in an amount greater than the product of (i) the Exchange Cap as of the Issue Date of this Warrant multiplied by (ii) the quotient of
(1) the shares of Common Stock issuable to Holder upon exercise of this Warrant divided by (2) the shares of Common Stock issuable to
all Holders of Warrants issued pursuant to the Exchange Agreement (with respect to each Holder, the “Exchange Cap Allocation”).
In the event that any Holder shall sell or otherwise transfer any of such Holder’s Warrant, the transferee shall be allocated a pro
rata portion of such Holder’s Exchange Cap Allocation with respect to such portion of such Warrants so transferred, and the restrictions
of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee.
Upon exercise in full of a Holder’s Warrants, the difference (if any) between such Holder’s Exchange Cap Allocation and the
number of shares of Common Stock actually issued to such Holder upon such Holder’s exercise in full of such Warrants shall be allocated
to the respective Exchange Cap Allocations of the remaining Holders of Warrants on a pro rata basis in proportion to the shares of Common
Stock underlying the Warrants then held by each such Holder.
Section 3. Certain
Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of
Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common
Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or re-classification.
b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding
the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro
rata to all of the record holders of all of the shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue
or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase
Right to such extent).
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c) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to all of the holders of shares of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s
right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock
as a result of such Distribution to such extent).
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person pursuant to which the Company is not the surviving entity
(other than a reincorporation in a different state or a similar transaction pursuant to which the surviving company remains a public company),
(ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions (and its Subsidiaries, taken as a whole),
(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of more than 50% of the outstanding Common Stock or more than 50% of the voting power of the common
equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock (other than a stock split) or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property (other than a stock split), or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement (other than a stock split)) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more
than 50% of the voting power of the common equity of the Company (not including shares of Common Stock held by the other person making
or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(d) on the exercise of this
Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 2(d) on the exercise of this Warrant). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other
Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to
the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right an power of the Company and shall
assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor
Entity had been named as the Company herein.
5
e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment; provided, however, that no notice shall
be required if the information is disseminated by the Company in a filing with the Commission on its EDGAR system pursuant to a Current
Report on Form 8-K or Quarterly Report on Form 10-Q or Annual Report on Form 10-K or in a press release.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock (other than a stock split), (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock (excluding any granting or issuance of rights to all of the Company’s stockholders pursuant to a stockholder rights plan),
(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register (as defined below) of the Company, at least four (4) calendar days prior to the applicable
record or effective date hereinafter specified (unless such information is filed with the Commission on its EDGAR system in which case
a notice shall not be required), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
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Section 4. Transfer
of Warrant.
a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of
Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights)
are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent
or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing
the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,
in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers
an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with
this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
d) Transfer
Restrictions. Neither this Warrant nor the shares of Common Stock issuable upon exercise of this Warrant have been registered
under the Securities Act or any other securities laws (the “Acts”). Neither this Warrant nor the shares of Common
Stock purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (a) an effective registration
statement for this Warrant or the shares of Common Stock purchasable hereunder, as applicable, under the Acts, or (b) an opinion of
counsel reasonably satisfactory to the Corporation that registration is not required under such Acts. Each certificate evidencing
shares of Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this
paragraph.
e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
7
Section 5. Miscellaneous.
a) No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof, except as expressly set forth in Section 3. In no event
shall the Company be required to net cash settle an exercise of this Warrant.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
d) Authorized
Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who
are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company
covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon
exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered will have restrictions upon
resale imposed by state and federal securities laws.
8
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to
exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Purchase Agreement,
if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the
Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited
to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
9
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
RenX
Enterprises Corp.
By:
/s/ David Villarreal
Name:
David Villarreal
Title:
Chief Executive Officer
EXHIBIT A
NOTICE OF EXERCISE
To:
RENX ENTERPRISES CORP.
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment in lawful money of the United States of the exercise price in full, together with all applicable
transfer taxes, if any.
(2) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name of Investing Entity: ________________________________________________________
Signature of Authorized Signatory
of Investing Entity: __________________________________
Name of Authorized Signatory: ____________________________________________________
Title of Authorized Signatory: _____________________________________________________
Date: _________________________________________________________________________
EX-10.1 — EXCHANGE AGREEMENT, DATED JUNE 11, 2026
EX-10.1
Filename: ea029464901ex10-1.htm · Sequence: 4
Exhibit 10.1
EXCHANGE AGREEMENT
This Exchange Agreement (this
“Agreement”), dated as of June 11, 2026, is made by and between RenX Enterprises Corp., a Delaware corporation (the
“Company”), and Index Equity US, LLC, a Florida limited liability company (the “Debtholder”), as
lender to the Company under that certain Equipment Loan Agreement, dated January 1, 2025 (the “Equipment Loan Agreement”),
by and between the Company and the Debtholder, under which $7,169,072.79 of principal and accrued interest is currently outstanding (the
“Outstanding Debt”). Each of the Company and the Debtholder being referred to individually as a “Party”
and collectively as, the “Parties”.
WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”), the Company desires to exchange with the Debtholder, and the Debtholder desires to exchange with the Company, the Outstanding
Debt for 7,169 shares of the Company’s Series C Convertible Preferred Stock, $.001 par value, having the powers, preferences and
rights set forth in the certificate of designation (the “Certificate of Designation”) attached hereto as Exhibit A
attached hereto (the “Preferred Shares”) and common stock purchase warrants to purchase 619,084 shares (the “Warrant
Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”) with an exercise price
equal to $2.895, subject to adjustment therein, and a term equal to five (5) years from the initial exercise date, in the form of Exhibit
B attached hereto (the “Warrants”; and together with the Preferred Shares, the “Securities”).
NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and the Debtholder agree as follows:
1. Terms of Exchange. Upon execution of this Agreement,
the Company agrees to issue to the Debtholder the Securities in exchange for the Outstanding Debt. The Outstanding Debt and any and all
obligations of the Company to the Debtholder under the Equipment Loan Agreement shall be deemed fully satisfied by the exchange of the
Outstanding Debt for the Securities, the Outstanding Debt shall be cancelled and the Debtholder will have no remaining rights, powers,
privileges, remedies or interests under the Equipment Loan Agreement or in respect of the Outstanding Debt.
2. Further Assurances. The Company covenants to
deliver the Warrants to Debtholder as soon as practicable following the execution of this Agreement. Each Party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as any other Party may reasonably request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.
3. Representations and Warranties of the Debtholder.
The Debtholder hereby makes the following representations and warranties to the Company:
a. Authorization. The Debtholder has the requisite
power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations
hereunder. The Debtholder owns good and marketable title to the Outstanding Debt, free and clear of any liens or encumbrances and the
Outstanding Debt has not been pledged to any third party.
b. Reliance on Exemptions. The Debtholder understands
that the Securities are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States
federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Debtholder’s and
compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Debtholder set forth herein in
order to determine the availability of such exemptions and the eligibility of the Debtholder to acquire the Securities.
c. Information Regarding Debtholder. The Debtholder
is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated by the United States Securities
and Exchange Commission (the “Commission”) under the Securities Act and is not subject to any “bad actor” disqualification
event in Rule 506(d)(1)(i)-(viii) of the Securities Act. The Debtholder is acquiring the Securities for the Debtholder’s own account
for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing
or selling the same; and the Debtholder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness,
or commitment providing for the disposition thereof.
d. Exchange Cap. The Debtholder acknowledges that
shares of Common Stock issuable upon conversion of the Preferred Shares and the exercise of the Warrants are subject to an exchange cap
(as defined in the Certificate of Designation and the Warrants, respectively) such that the Company will not issue shares of Common Stock
upon a conversion of the Preferred Shares or the exercise of the Warrants if the issuance of such shares of Common Stock would exceed
the aggregate number of shares of Common Stock which the Company may issue without breaching its obligations under the rules or regulations
of its principal trading market.
d. Legend. The Debtholder understands that the
Securities will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities
laws, and that the Securities shall bear a legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH
THIS SECURITY IS CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
4. Representations and Warranties of the Company.
The Company hereby makes the following representations and warranties to the Debtholder:
a. Authorization; Enforcement. The Company has
the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof,
this Agreement and the Warrants will each constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with their respective terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as any indemnification
and contribution provisions may be limited by applicable law. The Certificate of Designation has been filed by the Company with the Secretary
of State of Delaware.
b. Organization and Qualification. The Company
is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, and has the requisite
power and authorization to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted.
c. No Conflict. The execution, delivery and performance
of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a
violation of the Company’s certificate of incorporation or bylaws, (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations applicable to the Company
or by which any property or asset of the Company is bound or affected except, in the case of clause (ii) or (iii) above, to the extent
such violations that could not reasonably be expected to have a material adverse effect on the business, operations or financial condition
of the Company.
2
d. Issuance of the Securities. The issuance of
Securities has been duly authorized by the Company and upon issuance, in accordance with the terms of this Agreement, the Preferred Shares
shall be validly issued, fully paid and non-assessable. The Warrant Shares, when issued in accordance with the terms of the Warrants,
will be validly issued, fully paid and non-assessable. The Company has reserved from its duly authorized capital stock the maximum number
of shares of Common Stock issuable upon conversion of the Preferred Shares and the exercise of the Warrants.
5. Miscellaneous.
a. Delisting Event. If the Common Stock is delisted
from the Nasdaq Capital Market for 30 or more consecutive days on which the Nasdaq Capital Market is open for trading, and is not relisted
on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange
(or any successors to any of the foregoing), the Debtholder may elect, by written notice to the Company, to exchange the Preferred Shares
for a unsecured promissory note of the Company bearing interest at 10% per annum, with a 24-month maturity.
b. Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
c. Governing Law; Jurisdiction; Waiver of Jury
Trial. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to the choice of law
principles thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the
State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,
and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
d. Severability. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
e. Counterparts/Execution. This Agreement may
be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each Party and delivered to the other Party. In the event that any signature is delivered by facsimile
transmission or by an e-mail which contains an electronic file of an executed signature page, such signature page shall create a valid
and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or electronic file signature page (as the case may be) were an original thereof.
f. Entire Agreement; Amendments. This Agreement
constitutes the entire agreement between the Parties with regard to the subject matter hereof and thereof, superseding all prior agreements
or understandings, whether written or oral, between the Parties. This Agreement may be amended, modified, superseded, cancelled, renewed
or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by all Parties, or, in the case of
a waiver, by the Party waiving compliance. Except as expressly stated herein, no delay on the part of any Party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege
hereunder preclude any other or future exercise of any other right, power or privilege hereunder.
g. Headings. The headings used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF,
the Parties have caused this Agreement to be duly executed as of the day and year first above written.
RENX ENTERPRISES CORP.
By:
/s/ David Villarreal
Name:
David Villarreal
Title:
Chief Executive Officer
INDEX EQUITY US, LLC
By:
/s/ Bjarne Borg
Name:
Bjarne Borg
Title:
Manager
EX-10.2 — AMENDMENT NO. 2 TO THE SAFE AND GREEN DEVELOPMENT 2023 INCENTIVE COMPENSATION PLAN
EX-10.2
Filename: ea029464901ex10-2.htm · Sequence: 5
Exhibit 10.2
AMENDMENT NO. 2 TO
THE
SAFE AND GREEN DEVELOPMENT CORPORATION
2023 INCENTIVE COMPENSATION PLAN
This
amendment (the “Amendment”) to the Safe and Green Development Corporation 2023 Incentive Compensation Plan (the “Plan”),
is hereby adopted this 12th of June, 2026, by RenX Enterprises Corp. (fka Safe and Green Development Corporation) (the “Company”).
All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Plan.
WITNESSETH:
WHEREAS,
the Company adopted the Plan for the purposes set forth therein; and
WHEREAS,
pursuant to Section 17.2 of the Plan, the Board of Directors has the right to amend the Plan with respect to certain matters, provided
that any material increase in the number of Shares available under the Plan shall be subject to stockholder approval; and
WHEREAS,
the Board of Directors has approved and authorized this Amendment to the Plan and has recommended that the stockholders of the Company
approve this Amendment;
NOW,
THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in
the following particulars:
1.
The entirety of the Plan shall be amended to replace all references to “Safe and Green Development Corporation”
throughout the Plan with “RenX Enterprises Corp.”
2.
Section 4.1(a) of the Plan is hereby amended so that Section 4.1(a) reads in its entirety as follows:
“Subject
to adjustment pursuant to Section 4.3 hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards
granted to Participants under the Plan shall be 520,000 shares (the “Limit”), all of which may, but need not, be issued
in respect of Incentive Stock Options. In addition, such Limit will automatically increase on January 1 of each calendar year for a period
of seven years commencing on January 1, 2027 and ending on (and including) January 1, 2033, in a number of shares of Common Stock equal
to 4.5% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year; provided, however that
the Board may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number
of shares of Common Stock.”
3.
Section 4.2 of the Plan is hereby amended so that Section 4.2 reads in its entirety as follows:
“Individual
Participant Limitations. Subject to adjustment as provided in Section 4.3, the number of shares of Common Stock with respect to which
Awards may be granted during any calendar year to any one Eligible Person who is a non-employee director of the Board shall not exceed
75,000.
4.
Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain
in full force and effect
The
foregoing is hereby acknowledged as being the Amendment to the Safe and Green Development Corp. 2023 Incentive Compensation Plan, as adopted
by the Board of Directors on May 5, 2026, and approved by the Company’s stockholders on June 12, 2026.
RENX ENTERPRISES CORP.
/s/ Nicolai Brune
By:
Nicolai Brune, Chief Financial Officer
EX-99.1 — PRESS RELEASE, DATED JUNE 11, 2026
EX-99.1
Filename: ea029464901ex99-1.htm · Sequence: 6
Exhibit
99.1
RenX
Eliminates $7 Million of Debt in Equity Conversion
MIAMI,
FL, June 11, 2026 (GLOBE NEWSWIRE) -- RenX Enterprises Corp. (NASDAQ: RENX) (“RenX” or the “Company”)
today announced a debt-to-equity conversion that reduces leverage and strengthens its balance sheet. The transaction is part of a deliberate
effort to clean up the Company’s capital structure and enhance the financial profile of the business as it prepares for its next
phase of growth.
RenX
converted approximately $7 million of debt into preferred equity, removing that debt from its balance sheet. The debt was held
by Company insiders, who exchanged it for preferred stock rather than common stock, so the conversion does not result in any immediate
dilution to common shareholders. The preferred converts into common stock only at $2.895 per share, and the insiders’
decision to convert at a premium to the market reflects confidence in RenX’s future growth plans.
Reducing
leverage in this way lowers the Company’s ongoing cash obligations and strengthens the balance sheet metrics that lenders and investors
weigh, all without any use of cash. A cleaner capital structure improves the Company’s financial profile and positions RenX to
pursue growth capital with greater flexibility, free from the constraints that higher debt places on a company’s strategic options.
This
balance sheet work is paired directly with the Company’s growth strategy. By strengthening its financial foundation now, RenX intends
to support continued investment across its environmental processing operations and logistics platform, aligning a healthier capital structure
with its plans to scale the business.
“We
are deliberately cleaning up our balance sheet and reducing leverage to strengthen the financial profile of the business,” said David
Villarreal, Chief Executive Officer of RenX Enterprises Corp. “Having insiders convert this debt into preferred equity
at a premium to the market, with no immediate dilution to our common shareholders, reflects real confidence in where we are taking the
business and pairs directly with our plans for growth. A stronger foundation gives us the flexibility to keep investing behind our environmental
solutions and logistics platform as we scale.”
The
preferred stock, and the common stock issuable upon its conversion, were issued in a private transaction exempt from registration under
the Securities Act of 1933, as amended, and are restricted securities. Because the holders are affiliates of the Company, any resale
of these securities is subject to the volume, holding period, manner-of-sale, current public information, and other limitations applicable
to affiliates under Rule 144.
Additional
terms of the transaction will be included in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange
Commission.
About
RenX Enterprises Corp.
RenX
Enterprises Corp. is a technology-driven environmental processing and sustainable materials company focused on producing value-added
compost, engineered soils, and specialty growing media for agricultural, commercial, and consumer end markets. The Company’s platform
is designed to be differentiated by its use of advanced milling and material-processing technology, including a planned deployment of
a licensed Microtec system, to precisely size, refine, and condition organic inputs into consistent, high-performance soil substrates.
This technology-enabled approach allows RenX to move beyond traditional waste-to-value operations and manufacture engineered growing
media with repeatable quality and defined specifications.
RenX’s
core operations are anchored by a permitted 80+ acre organics processing facility in Myakka City, Florida. At this facility, the Company
integrates organics processing, advanced milling, blending, and in-house logistics to support the localized production of proprietary
soil substrates and potting media. The Company’s wholly owned subsidiary, Zimmer Equipment Inc., provides commercial hauling and
heavy equipment logistics services, supporting both internal material movement and third-party industrial freight customers. The Company
believes that by optimizing products for regional feedstocks and customer requirements, it can shorten supply chains, enhance quality
control, and improve unit economics while serving higher-value end markets. The Company also owns a portfolio of legacy real estate assets,
which it intends to monetize to fund its core technology-driven environmental processing platform.
Forward-Looking
Statements
This
press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are or may be
deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,”
“should,” “potential,” “continue,” “expects,” “anticipates,” “intends,”
“plans,” “believes,” “estimates” and similar expressions and include, among others, statements regarding
cleaning up the Company’s capital structure and enhancing the financial profile of the business as it prepares for its next phase
of growth, the confidence of insiders in the Company’s growth plans, positioning RenX to pursue growth capital with greater flexibility,
free from the constraints that higher debt places on the Company’s strategic options, supporting continued investment across the
Company’s environmental processing operations and logistics platform, aligning a healthier capital structure with the Company’s
plans to scale the business, having the flexibility to keep investing behind the Company’s environmental solutions and logistics
platform as it scales, differentiating the Company’s platform by using advanced milling and material-processing technology, including
a planned deployment of a licensed Microtec system, to precisely size, refine, and condition organic inputs into consistent, high-performance
soil substrates, moving beyond traditional waste-to-value operations and manufacture engineered growing media with repeatable quality
and defined specification, shortening supply chains, enhancing quality control, and improving unit economics while serving higher-value
end markets by optimizing products for regional feedstocks and customer requirements, it can shorten supply chains, enhance quality control,
and improve unit economics while serving higher-value end markets, monetizing the Company’s portfolio legacy real estate assets
to fund its core technology-driven environmental processing platform. Forward-looking statements are based on assumptions and analyses
made by management in light of historical experience, current conditions, and expected future developments. These forward-looking statements
are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current
conditions, and expected future developments, as well as other factors we believe are appropriate in the circumstances. Important factors
that could cause actual results to differ materially from current expectations include the Company’s ability to implement its growth
plans, the Company’s ability to deploy and commission the Microtec system on the timeline anticipated, the Company’s ability
to maintain adequate liquidity and working capital, the Company’s ability to maintain its Nasdaq listing, the potential future
dilution to common stockholders upon conversion of the preferred stock into common stock and the accrual of dividends payable in additional
shares, the Company’s reliance on third-party technologies, partners, and customers; the availability and cost of feedstock and
other inputs, market acceptance of engineered growing media and bulk materials products, general economic and market conditions, including
those resulting from geopolitical events, and other factors discussed in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025, and its subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary
statement, and the Company undertakes no obligation to revise or update this press release to reflect events or circumstances after the
date hereof.
For
Media and IR inquiries please contact:
Nicolai Ayrton Brune
Chief Financial Officer
RenX Enterprises Corp.info@renxent.com
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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 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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Namespace Prefix:
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Period Type:
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X
- Definition
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
-Section 14d
-Subsection 2b
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- 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
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
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X
- 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
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
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
+ Details
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
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X
- 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
+ Details
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