Form 8-K

8-K — BOXABL Inc.

Accession: 0001493152-26-034441

Filed: 2026-07-23

Period: 2026-07-17

CIK: 0001906364

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Registrant's Certifying Accountant

Item: Changes in Control of Registrant

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: Change in Shell Company Status

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-16.1 (ex16-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

EX-99.4 (ex99-4.htm)

EX-99.5 (ex99-5.htm)

EX-99.6 (ex99-6.htm)

EX-99.7 (ex99-7.htm)

EX-99.8 (ex99-8.htm)

EX-99.9 (ex99-9.htm)

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GRAPHIC (ex99-1_002.jpg)

GRAPHIC (ex16-1_001.jpg)

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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): July 17, 2026

BOXABL

INC.

(Exact

Name of Registrant as Specified in Charter)

Texas

001-42493

86-2579471

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

5345

E. N. Belt Road

North

Las Vegas, Nevada 89115

(Address

of Principal Executive Offices) (Zip Code)

(702)

500-9000

(Registrant’s

Telephone Number, Including Area Code)

Merger II Corp.

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

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

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, $0.0001 par value per share

BXBL

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 ☒

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

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

Introductory

Note

previously disclosed, on August 4, 2025, FG Merger II Corp., a Nevada corporation (“FGMC”), entered into an Agreement

and Plan of Merger (as amended on November 3, 2025, April 6, 2026 and May 6, 2026, the “Merger Agreement”), with FG

Merger Sub II Inc., a Nevada corporation and a wholly-owned subsidiary of FGMC (“Merger Sub”), and BOXABL Inc., a

Nevada corporation (“BOXABL”). Terms used herein but not defined herein shall have the meanings ascribed to them in

the Proxy Statement/Prospectus (as defined below).

July 17, 2026 (the “Closing Date”), the parties consummated the transactions contemplated by the Merger Agreement

(the “Business Combination”), as follows:

The

Conversion

Prior

to and in connection with the Closing, FGMC converted from a Nevada corporation to a Texas corporation (the “Conversion”)

in accordance with the Nevada Revised Statutes (“NRS”) and the Texas Business Organizations Code (“TBOC”).

Upon the Conversion, FGMC became a Texas corporation and each issued and outstanding security of FGMC remained outstanding and automatically

represented a corresponding security of FGMC as a Texas corporation.

The

Mergers

Following

the Conversion and on the Closing Date, Merger Sub merged with and into BOXABL, with BOXABL surviving as a wholly-owned subsidiary of

FGMC (the “First Merger”). Immediately thereafter, BOXABL merged with and into FGMC, with FGMC surviving (the “Second

Merger”, and together with the First Merger, the “Mergers”). As a result of the Business Combination, FGMC

was renamed “BOXABL Inc.” (the “Combined Company”).

Pursuant

to the terms of the Merger Agreement, at the applicable effective time, by virtue of the Mergers and without any action on the part of

any party or any other person:

● each

share of BOXABL’s common stock, par value $0.00001 (“BOXABL Common Stock”)

(other than certain excluded shares and any shares held by stockholders who properly exercised

and did not lose their dissenter’s rights under applicable Nevada law) was converted

into the right to receive a number of shares of common stock of the Combined Company (“Combined

Company Common Stock”), as determined by the exchange ratio set forth in the Merger

Agreement (the “Common Exchange Ratio”);

● each

share of BOXABL’s preferred stock, par value $0.00001 (“BOXABL Preferred Stock”)

(other than any shares held by preferred stockholders who properly exercised and did not

lose their dissenter’s rights under applicable Nevada law) was converted into the right

to receive a number of shares of preferred stock of the Combined Company (“Combined

Company Merger Preferred Stock”) as determined by the exchange ratio set forth

in the Merger Agreement (the “Preferred Exchange Ratio”);

● all

outstanding and unexpired BOXABL convertible securities (options and restricted stock units

but excluding common stock warrants) were assumed by the Combined Company and became exercisable

or convertible for Combined Company equity on the same terms, with adjustments as provided

in the Merger Agreement;

● each

BOXABL common stock warrant that remained outstanding was assumed by the First Merger Surviving

Company and terminated at the effective time of the First Merger;

● each

share of capital stock of Merger Sub issued and outstanding immediately prior to the First

Merger Effective Time was automatically cancelled and converted into one share of common

stock of the First Merger Surviving Company;

● all

outstanding FGMC warrants and other convertible securities were assumed by the Combined Company

and became exercisable for shares of Combined Company Common Stock, subject to adjustment

as provided in the Merger Agreement;

● no

fractional shares of Combined Company Common Stock or Combined Company Merger Preferred Stock

were issued.

the Closing Date, the Combined Company issued, or reserved for issuance, an aggregate of 246,524,760 shares of Combined Company Common

Stock and issued 103,475,240 shares of Combined Company Merger Preferred Stock to the former BOXABL securityholders in exchange for their

equity interests in BOXABL, representing aggregate merger consideration with a value of $3,500,000,000 based on a deemed value of $10.00

per share.

Listing

of Securities

Prior

to the Closing Date, FGMC Units, FGMC Common Stock and FGMC Rights were listed on the Nasdaq Stock Market LLC (“Nasdaq”)

under the symbols “FGMCU,” “FGMC” and “FGMCR,” respectively. In connection with the Business Combination,

all of the FGMC Units separated into their component parts and ceased trading on Nasdaq.

of the open of trading on July 20, 2026, the Combined Company Class A Common Stock began trading on Nasdaq under the symbol “BXBL.”

The Combined Company Merger Preferred Stock is not listed on Nasdaq or any other securities exchange and is not publicly traded.

The

description of the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in

its entirety by the text of the Merger Agreement, as amended, copies of which are attached as Exhibits 2.1 through 2.4 to this Current

Report on Form 8-K and are incorporated herein by reference.

The

Merger Agreement is also described in detail in the definitive proxy statement/prospectus for the Business Combination filed by FGMC

with the Securities and Exchange Commission (the “Proxy Statement/Prospectus”).

Item

1.01 Entry into a Material Definitive Agreement

The

information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Lock-Up

Agreements

connection with the Business Combination, on the Closing Date, the Combined Company entered into lock-up agreements (the “Lock-Up

Agreements”) with the Sponsor of FGMC and certain former stockholders of BOXABL (including Paolo Tiramani and Galiano Tiramani),

pursuant to which each of the parties to the Lock-Up Agreements agreed not to effect any sale or distribution of any equity securities

of the Combined Company held by any of them during the lock-up period. For 50% of the lock-up shares, the lock-up period ends at the

earlier of (a) 12 months after the Closing Date and (b) the date on which the closing price of the Combined Company Common Stock equals

or exceeds $12.00 per share for any 20 trading days within any 30-trading-day period after the Closing Date. For the remaining 50% of

the lock-up shares, the lock-up period ends 12 months after the Closing Date. The lock-up restrictions are also subject to early release

upon certain liquidation, merger, exchange or reorganization transactions and automatically expire if the Combined Company Common Stock

trades at or above $20.00 per share at any time (including intraday).

The

foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to the full text of the agreements, copies

of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Indemnification

Agreements

connection with the Business Combination, on the Closing Date, the Combined Company entered into indemnification agreements (the “Indemnification

Agreements”) with each of its directors and executive officers. Subject to certain exceptions, the Indemnification Agreements

provide that the Combined Company will indemnify each of its directors and executive officers for certain expenses, which may include

attorneys’ fees, judgments, fines and settlement amounts, incurred by a director or officer in any action or proceeding arising

out of that person’s services as a director or officer of the Combined Company or of any other company or enterprise to which the

person provides services at the Combined Company’s request.

The

foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the form of Indemnification Agreement,

a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The

above-referenced agreements are described in the Proxy Statement/Prospectus.

Item

1.02 Termination of a Material Definitive Agreement.

The

information set forth in the Introductory Note of this Current Report on Form 8-K and Item 1.01 is incorporated herein by reference.

the Closing Date, in connection with the consummation of the Business Combination, the Investment Management Trust Agreement between

FGMC and Continental Stock Transfer & Trust Company and the Administrative Services Agreement between FGMC and the Sponsor were terminated.

The Administrative Services Agreement had provided for monthly payments of $15,000 to the Sponsor.

Item

2.01 Completion of Acquisition or Disposition of Assets.

The

disclosures set forth in the Introductory Note of this Current Report on Form 8-K and in Item 1.01 are incorporated into this Item 2.01

by reference.

The

Business Combination and each of the other proposals in the Proxy Statement/Prospectus were approved by FGMC’s stockholders and

by BOXABL’s stockholders at their respective meetings. As indicated above, the Combined Company issued, or reserved for issuance

an aggregate of 246,524,760 shares of Combined Company Common Stock and 103,475,240 shares of Combined Company Merger Preferred Stock

to the former stockholders of BOXABL on the Closing Date.

connection with the stockholder vote, an aggregate of 3,466,086 shares of FGMC Common Stock were redeemed by stockholders of FGMC

resulting in the payment to such holders of an aggregate of $36,048,176.

of the Closing Date and following the completion of the Business Combination, the Combined Company had approximately 241,493,343

shares of Combined Company Common Stock issued and outstanding, consisting of approximately 9,409,633 shares of Combined Company

Class A Common Stock and approximately 232,083,710 shares of Combined Company Class B Common Stock, and 103,475,240 shares

of Combined Company Merger Preferred Stock issued and outstanding. In addition, as of the Closing Date, the Combined Company had 1,000,000

Combined Company Warrants issued and outstanding, each entitling the holder thereof to purchase one share of Combined Company Common

Stock at an exercise price of $15.00 per share.

FORM

10 INFORMATION

Item

2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as FGMC was immediately before the consummation of

the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general

form for registration of securities on Form 10. Accordingly, the Combined Company is providing below the information that would be included

in the Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Combined Company following

the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary

Note Regarding Forward-Looking Statements

This

document and the information incorporated by reference herein include “forward-looking statements” within the meaning of

the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements

of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Combined Company’s

future financial performance, as well as its strategy, future operations, financial position, estimated revenues and losses, projected

costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the

words “could,” “should,” “will,” “may,” “believe,” “anticipate,”

“intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar

expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying

words. These forward-looking statements are based on management’s current expectations and assumptions about future events and

are based on currently available information as to the outcome and timing of future events. The Combined Company cautions you that these

forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which

are beyond the control of the Combined Company, incident to its business.

These

forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations,

forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied

upon as representing the Combined Company’s views as of any subsequent date, and the Combined Company does not undertake any obligation

to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information,

future events or otherwise, except as may be required under applicable securities laws.

a result of a number of known and unknown risks and uncertainties, the Combined Company’s actual results or performance may be

materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results

to differ include:

● the

Combined Company’s limited operating history and history of losses, including the going

concern qualification in BOXABL’s audited financial statements;

● the

Combined Company’s ability to recognize the anticipated benefits of the Business Combination,

which may be affected by, among other things, competition and the ability of the Combined

Company to grow and manage growth profitably following the Closing Date;

● future

capital needs and the ability to obtain additional financing on acceptable terms;

● the

ability to maintain the listing of the Combined Company Class A Common Stock on Nasdaq following

the Closing Date;

● the

ability to successfully ramp production capacity and reduce per-unit production costs;

● risks

relating to regulatory approvals for modular housing in additional states and jurisdictions;

● demand

cyclicality and housing market conditions;

● supply

chain disruptions, including reliance on key suppliers and the risk of supplier failure;

● reliance

on senior management, including Paolo Tiramani and Galiano Tiramani;

● intellectual

property protection and potential infringement claims;

● reliance

on third-party builders, dealers, installers and franchisees;

● competition

from traditional and modular construction companies;

● increased

costs associated with being a public company;

● potential

dilution from conversion of Merger Preferred Stock and other securities;

● conflicts

of interest involving management and directors;

● controlled

company status under Nasdaq rules;

● no

third-party fairness opinion obtained in connection with the Business Combination;

● no

minimum cash closing condition in the Merger Agreement; and

● other

risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled

“Risk Factors.”

Business

and Facilities

The

information set forth in the section of the Proxy Statement/Prospectus entitled “Information About BOXABL” beginning

on page 244 is incorporated herein by reference.

Risk

Factors

The

risks associated with the Combined Company’s business and operations following the Closing Date are described in the Proxy Statement/Prospectus

in the section entitled “Risk Factors” beginning on page 65, which is incorporated herein by reference.

Financial

Information

Audited

Financial Statements

The

following historical audited financial statements and the related notes are incorporated herein by reference from the Proxy Statement/Prospectus

and filed as exhibits hereto:

● Audited

financial statements of FGMC as of and for the years ended December 31, 2025 and December

31, 2024, audited by Fruci & Associates II, PLLC.

● Audited

financial statements of BOXABL as of and for the year ended December 31, 2025, audited by

CBIZ CPAs P.C.

● Audited

financial statements of BOXABL as of and for the year ended December 31, 2024, audited by

Marcum LLP.

The

historical financial statements of FGMC and BOXABL and the related notes are included as Exhibits 99.1 and 99.2 to this Current Report

on Form 8-K and incorporated by reference herein.

Unaudited Interim Financial

Statements

The unaudited interim consolidated

financial statements of BOXABL as of and for the three months ended March 31, 2026 and March 31, 2025, including the consolidated balance

sheet, consolidated statements of comprehensive loss, consolidated statements of cash flows, and related notes, are included as Exhibit

99.5 to this Current Report on Form 8-K and incorporated by reference herein. The unaudited interim financial statements of FGMC as of and for the three months ended March 31, 2026, and March

31, 2025, including the balance sheet, statements of operations, statements of cash flows, and related notes, are included as Exhibit

99.7 to this Current Report on Form 8-K and incorporated by reference herein.

Unaudited

Pro Forma Condensed Combined Financial Information

The

unaudited pro forma condensed combined financial

information of FGMC and BOXABL as of March 31, 2026, for the three months ended March 31, 2026, and for the

year ended December 31, 2025 is set forth in Exhibit 99.3 hereto and incorporated by reference herein.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations

Management’s

discussion and analysis of the financial condition and results of operations of BOXABL prior to the Closing Date is included in the Proxy

Statement/Prospectus, which is incorporated herein by reference.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the year ended December 31, 2025 is included

as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein. Management’s

Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the three months ended March 31, 2026,

compared to the three months ended March 31, 2025, is included as Exhibit 99.6 to this Current Report on Form 8-K and incorporated

by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations of FGMC for the three

months ended March 31, 2026, compared to the three months ended March 31, 2025, is included as Exhibit 99.8 to this Current Report on

Form 8-K and incorporated by reference herein.

Security

Ownership of Certain Beneficial Owners and Management

The

following table sets forth information regarding the beneficial ownership of the Combined Company common stock as of the Closing Date

by:

● each

person who is known to be the beneficial owner of more than 5% of the Combined Company common

stock;

● each

executive officer and director of the Combined Company; and

● all

executive officers and directors of the Combined Company as a group.

Beneficial

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power over that security, including options, rights and convertible securities

that are currently exercisable or exercisable within 60 days.

The

beneficial ownership of Combined Company Common Stock is based on 241,493,343 shares of Combined Company Common Stock issued and

outstanding immediately following the Closing Date.

Name of Beneficial Owner(1)

Number of Shares

% of Common Stock

Directors and Executive Officers

Paolo Tiramani(3)

172,470,048

(2)

71.42 %

Galiano Tiramani(4)

60,052,681

(2)

24.87 %

Martin Noe Costas

—

Morris A. Davis

—

Zvi Yemini

—

Larry G. Swets, Jr.

200,000

All executive officers and directors as a group (6 persons)

232,722,729

96.37 %

(1)

Unless otherwise noted, the business address of each of the following entities and individuals is 5345 E. N. Belt Road, North Las Vegas,

Nevada 89115.

(2) Represents

shares of Combined Company Class B Common Stock, par value $0.0001 per share. Each share of Class B Common Stock is entitled to ten (10)

votes per share on all matters on which stockholders are generally entitled to vote. Holders of Class A Common Stock and Class B Common

Stock vote together as a single class on all matters submitted to a vote of stockholders. Each share of Class B Common Stock is convertible

into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder at any time. Shares of Class B Common

Stock may be issued only to, and registered in the name of, Paolo Tiramani, Galiano Tiramani and their respective permitted transferees.

Immediately prior to any transfer of shares of Class B Common Stock to a person other than a permitted transferee, each share of Class

B Common Stock so transferred shall automatically convert into one (1) share of Class A Common Stock.

(3) Includes

838,101 shares held directly, 84,767,646 shares held by the Paolo Tiramani 2020 Family Gift Trust, and 86,864,301 shares held by the

Austin Powers Trust, each of which are shares of Combined Company Class B Common Stock.

(4) Includes

389,629 shares held directly, 30,998,869 shares held by the Galiano Tiramani 2020 Family Gift Trust, and 28,225,164 shares held by the

Shontor Asset Protection Trust, each of which are shares of Combined Company Class B Common Stock. Also includes 439,019 shares issuable upon the exercise or vesting of outstanding

options or other rights to acquire Combined Company Common Stock held by Mr. Tiramani’s spouse that are exercisable within 60 days.

Information

about Directors and Executive Officers

Name

Age

Position

Held

Paolo

Tiramani

Co-Chief

Executive Officer and Chairman of the Board

Galiano

Tiramani

Co-Chief

Executive Officer and Director

Martin

Noe Costas

Chief

Financial Officer and Treasurer

Morris

A. Davis

Director

Zvi

Yemini

Director

Larry

G. Swets, Jr.

Director

Resignations

and Appointments

connection with the closing of the Business Combination, any pre-existing officers and directors of FGMC resigned from their respective

positions as officers and/or directors of FGMC, in each case effective as of the Effective Time on the Closing Date. Effective as of

the Closing Date, Paolo Tiramani was appointed as Co-Chief Executive Officer and Chairman of the Board, Galiano Tiramani was appointed

as Co-Chief Executive Officer and a director, Martin Noe Costas was appointed as Chief Financial Officer and Treasurer, and each of Morris

A. Davis, Zvi Yemini and Larry G. Swets, Jr. was appointed as a director of the Combined Company.

Information

with respect to Combined Company’s directors and officers appointed as of the Closing Date, including biographical information

regarding these individuals, is set forth in the Proxy Statement/Prospectus in the section entitled “Management of Combined Company

Following the Business Combination” beginning on page 275, which information is incorporated herein by reference.

Risk

Oversight

The

Board of Directors of the Combined Company (the “Board”) has extensive involvement in the oversight of risk management

related to the Combined Company and its business and accomplishes this oversight through regular reporting to the Board by the audit

committee. The audit committee represents the Board by periodically reviewing the Combined Company’s accounting, reporting and

financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and

its compliance with legal and regulatory requirements.

Director

Independence

The

Board consists of five members. Other than Paolo Tiramani and Galiano Tiramani, the director nominees (Morris A. Davis, Larry G. Swets,

Jr. and Zvi Yemini) are expected to qualify as “independent directors” as defined under the listing requirements and rules

of Nasdaq and the applicable rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Combined

Company may be deemed a “controlled company” under Nasdaq rules because its executive officers are expected to hold more

than 50% of the combined voting power of the Combined Company’s outstanding voting securities.

Committees

of the Board of Directors

Audit

Committee

The

Combined Company’s audit committee is responsible for, among other things:

●

selecting, retaining, compensating, overseeing and, if necessary, terminating the Combined Company’s independent registered public

accounting firm, subject to any stockholder ratification of the selection of the independent auditors;

●

pre-approving all audit and permitted non-audit and tax services to be provided by the Combined Company’s independent registered

public accounting firm or other registered public accounting firms, and establishing policies and procedures for such pre-approval on

an ongoing basis;

●

reviewing and discussing with the Combined Company’s independent registered public accounting firm the firm’s internal quality

control procedures, any material issues raised by internal quality control reviews, peer reviews, PCAOB inspections or governmental or

professional inquiries, and all relationships between the firm and the Combined Company or its subsidiaries that may bear on the firm’s

objectivity and independence;

●

evaluating, at least annually, the qualifications, performance and independence of the Combined Company’s independent registered

public accounting firm, including the lead audit partner, and overseeing required lead audit partner rotation;

●

reviewing and discussing with the Combined Company’s independent registered public accounting firm the auditors’ responsibilities,

the overall audit strategy, the scope and timing of the annual audit, significant risks identified during the audit, significant audit

findings, critical accounting policies and practices, alternative GAAP treatments discussed with management, and other material written

communications between the auditors and management;

●

reviewing and discussing with the Combined Company’s independent registered public accounting firm and management any audit problems

or difficulties, significant disagreements with management and management’s response, and resolving any disagreements between the

auditors and management;

●

reviewing with management and the Combined Company’s independent registered public accounting firm major issues regarding accounting

principles and financial statement presentation, significant financial reporting judgments, the effect of regulatory and accounting initiatives

and off-balance sheet structures, and the adequacy and effectiveness of the Combined Company’s financial reporting processes, internal

control over financial reporting and disclosure controls and procedures;

●

reviewing and discussing with management and the Combined Company’s independent registered public accounting firm the Combined

Company’s annual and quarterly financial statements, related MD&A disclosure, required certifications, audit opinions, and

disclosures relating to financial reporting processes and internal controls before the Combined Company’s Form 10-K and Form 10-Q

filings are made with the SEC;

●

recommending to the Board whether the audited financial statements and related MD&A disclosure should be included in the Combined

Company’s Annual Report on Form 10-K and producing the audit committee report required to be included in the Combined Company’s

proxy statement;

●

reviewing and discussing with management and the Combined Company’s independent registered public accounting firm the Combined

Company’s earnings releases, if any, including the presentation of financial information, use of pro forma, adjusted or other non-GAAP

financial information, and financial information or earnings guidance provided to analysts and ratings agencies;

●

establishing and overseeing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting

controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting

or auditing matters;

●

reviewing and discussing with management the risks faced by the Combined Company and the policies, guidelines and processes by which

management assesses and manages such risks, including major financial risk exposures and risks relating to permitting and licensing,

environmental matters, cybersecurity, third-party liability, supply chain issues, litigation and personnel oversight;

●

reviewing the Combined Company’s compliance with applicable laws and regulations and overseeing policies, procedures and programs

designed to promote legal, ethical and regulatory compliance, including monitoring compliance with Combined Company’s code of ethics;

●

reviewing, with the General Counsel and outside legal counsel, legal and regulatory matters, including legal proceedings and regulatory

investigations, that could have a significant impact on the Combined Company’s financial statements;

●

reviewing, approving and overseeing transactions between the Combined Company and related persons, as defined in Item 404 of Regulation

S-K, and other potential conflict of interest situations, and developing policies and procedures for approval of related-party transactions;

and

●

retaining independent outside counsel and other advisors as the audit committee deems necessary, with authority to determine compensation

and oversee the work of such advisors.

The

Combined Company’s audit committee consists of Morris A. Davis, Larry G. Swets, Jr. and Zvi Yemini, with Morris A. Davis serving

as Chairperson. The Board has determined that Morris A. Davis qualifies as an “audit committee financial expert” as such

term is defined in Item 407(d)(5) of Regulation S-K. Each member of the audit committee meets the definition of “independent director”

for purposes of serving on the audit committee under the Nasdaq rules and the independence standards under Rule 10A-3 of the Exchange

Act.

Compensation

Committee

The

Combined Company’s compensation committee is responsible for, among other things:

●

reviewing and approving annually the corporate goals and objectives applicable to the compensation of the Combined Company’s Chief

Executive Officer;

●

evaluating at least annually the Chief Executive Officer’s performance in light of such goals and objectives and determining and

approving the Chief Executive Officer’s compensation based on such evaluation, with the Chief Executive Officer not present during

any deliberations or voting regarding his or her compensation;

●

reviewing and approving the compensation of the Combined Company’s other executive officers;

●

reviewing, approving and, when appropriate, recommending to the Board for approval, incentive compensation plans and equity-based plans,

including the adoption, amendment and termination of such plans and, where appropriate or required, recommending such plans for stockholder

approval;

●

administering the Combined Company’s incentive compensation plans and equity-based plans, including designating eligible employees

to receive awards, determining the amount of awards or equity to be granted and approving the terms and conditions applicable to each

award or grant, subject to the terms of the applicable plan;

●

reviewing and discussing with management the Combined Company’s executive compensation information and, when required by SEC rules,

the Compensation Discussion and Analysis, and recommending that such disclosure be included in the Combined Company’s annual report

on Form 10-K and proxy statement;

●

producing the compensation committee report on executive officer compensation required to be included in the Combined Company’s

proxy statement or annual report on Form 10-K;

●

reviewing, approving and, when appropriate, recommending to the Board for approval, any employment agreements and severance arrangements

or plans, including benefits to be provided in connection with a change in control, for the Chief Executive Officer and other executive

officers;

●

reviewing, approving and, when appropriate, recommending to the Board for approval, employee benefit plans, including the adoption, amendment

and termination of such plans, and exercising fiduciary and administrative authority with respect to such plans to the extent delegated

to the committee;

●

reviewing the Combined Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking,

reviewing and discussing at least annually the relationship between risk management policies and practices and compensation, and evaluating

compensation policies and practices that could mitigate any such risk;

●

once required by SEC rules, reviewing and recommending to the Board the frequency of stockholder advisory votes on executive compensation

and reviewing and approving the related proxy statement proposals;

●

reviewing all director compensation and benefits for service on the Board and Board committees at least annually and recommending any

changes to the Board as necessary;

●

overseeing, in conjunction with the nominating and corporate governance committee, engagement with stockholders and proxy advisory firms

on executive compensation matters; and

●

selecting, retaining and obtaining advice from compensation consultants, outside legal counsel and other advisors as the committee deems

necessary, including determining their compensation, overseeing their work and assessing their independence as required under applicable

SEC and Nasdaq rules.

The

Combined Company’s compensation committee consists of Morris A. Davis, Larry G. Swets, Jr. and Zvi Yemini, with Morris A. Davis

serving as Chairperson. Each member of the compensation committee meets the definition of “independent director” under the

Nasdaq rules.

Nominating

and Corporate Governance Committee

The

Combined Company’s nominating and corporate governance committee is responsible for, among other things:

●

determining the qualifications, qualities, skills and other expertise required to serve as a director and developing and recommending

to the Board criteria to be considered in selecting director nominees;

●

identifying and screening individuals qualified to become members of the Board, consistent with the director criteria approved by the

Board;

●

making recommendations to the Board regarding the selection and approval of director nominees to be submitted to a stockholder vote at

the annual meeting of stockholders;

●

considering director nominations validly made by stockholders in accordance with applicable laws, rules and regulations and the Combined

Company’s charter documents;

●

developing and recommending to the Board corporate governance guidelines applicable to the Combined Company, reviewing those guidelines

at least annually and recommending any changes to the Board;

●

overseeing the Combined Company’s corporate governance policies, practices and procedures, including identifying best practices

and reviewing and recommending to the Board changes to the Combined Company’s corporate governance framework, including its certificate

of formation, bylaws and any stockholder agreement then in effect;

●

developing, subject to Board approval, a process for the annual evaluation of the Board and its committees and overseeing the conduct

of such annual evaluation;

●

reviewing the Board’s committee structure and composition and making annual recommendations to the Board regarding the appointment

of directors to serve as members and chairpersons of each committee;

●

identifying and making recommendations to the Board regarding candidates to fill vacancies on the Board or any Board committee, whether

by stockholder election or appointment by the Board;

●

developing and overseeing an orientation program for new directors and a continuing education program for current directors, and periodically

reviewing and updating those programs as necessary;

●

reviewing all director compensation and benefits for service on the Board and Board committees at least annually and recommending any

changes to the Board as necessary;

●

reviewing related-party transactions, as defined by Item 404 of Regulation S-K, and conflicts of interest identified by the audit committee

for compliance with applicable independence standards in connection with committee service or the nomination of an individual to serve

on the Board or a Board committee;

●

reviewing and discussing with management disclosure regarding the Combined Company’s corporate governance practices, including

disclosure concerning the operations of the committee and other Board committees, director independence and the director nominations

process, and recommending that such disclosure be included in the Combined Company’s proxy statement or annual report on Form 10-K,

as applicable;

●

reviewing the Combined Company’s code of ethics and periodically recommending any changes to the code to the Board;

●

reviewing any director resignation letter tendered and evaluating and recommending to the Board whether such resignation should be accepted;

●

overseeing the Combined Company’s practices and strategy relating to workforce health and safety, human capital management, energy

efficiency and the environmental impact of the Combined Company’s homebuilding process, home affordability, business ethics and

compliance, and data privacy and protection; and

●

selecting, retaining and obtaining advice from director search firms, outside counsel, executive search firms and other advisors as the

committee deems necessary, including determining their compensation, overseeing their work and assessing their independence as appropriate.

The

Combined Company’s nominating and corporate governance committee consists of Morris A. Davis, Larry G. Swets, Jr. and Zvi Yemini,

with Zvi Yemini serving as Chairperson.

Code

of Business Conduct and Ethics

The

Combined Company has adopted a written code of business conduct and ethics that applies to its directors, officers and employees, including

its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar

functions. A copy of the code is posted on the Combined Company’s website at https://www.boxabl.com/ir. In addition, the Combined

Company intends to post on its website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or

waivers from, any provision of the code. The information on the Combined Company’s website is deemed not to be incorporated in

this Current Report on Form 8-K.

Executive

Compensation

The

Combined Company’s named executive officers are Paolo Tiramani (Co-Chief Executive Officer), Galiano Tiramani (Co-Chief Executive

Officer) and Martin Noe Costas (Chief Financial Officer and Treasurer).

The

Combined Company does not have employment agreements

with its named executive officers and has not maintained any pension, retirement or similar benefit plans for its named executive officers.

The Combined Company intends to evaluate its executive compensation philosophy and plans following the consummation of the Business Combination.

The

information regarding executive compensation of the Combined Company’s named executive officers is set forth in the Proxy

Statement/Prospectus in the section entitled “Executive Officer and Director Compensation” beginning on page 282 of the Proxy

Statement/Prospectus, which is incorporated herein by reference.

Overview

of Anticipated Executive Compensation Program

Following

the Closing Date, decisions with respect to the compensation of the Combined Company’s executive officers, including its named

executive officers, will be made by the compensation committee of the Board. The Combined Company anticipates that compensation for its

executive officers will have the following components: base salary, cash bonus opportunities, equity compensation, employee benefits

and severance protections. The Combined Company will use annual cash bonuses and equity awards to promote performance-based pay that

aligns the interests of its executive officers with the long-term interests of its stockholders and enhances executive retention.

Certain

Relationships and Related Transactions

Certain

relationships and related-party transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships

and Related Person Transactions” beginning on page 291 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Legal

Proceedings

From

time to time, the Combined Company and its subsidiaries may become involved in legal proceedings arising in the ordinary course of its

business. BOXABL has initiated legal proceedings against a key supplier that failed to deliver deposits and custom equipment, seeking

damages, specific performance and other remedies. That matter remains pending. BOXABL does not anticipate additional material adverse

impacts on its financial condition from such proceedings.

Securities and Exchange Commission investigation involving a former BOXABL employee’s fraudulent securities activities concluded

by July 2024 without SEC enforcement action against BOXABL.

For additional information regarding

legal proceedings involving the Combined Company and its subsidiaries, see “Item 3. Legal Proceedings” in BOXABL’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026 (Commission File No. 000-56579),

and “Part II, Item 1. Legal Proceedings” in BOXABL’s Quarterly Report on Form 10-Q for the quarterly period ended March

31, 2026, filed with the SEC on May 15, 2026 (Commission File No. 000-56579), the disclosures of which are incorporated herein by reference.

Market

Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market

Information and Holders

Immediately

prior to the closing of the Business Combination, the FGMC Units, FGMC Common Stock and FGMC Rights were listed on Nasdaq under the symbols

“FGMCU,” “FGMC” and “FGMCR,” respectively.

of the Closing Date, FGMC’s Units separated into their component securities. As a result, the FGMC Units and FGMC Rights no longer

trade.

the Closing Date, the Combined Company Class A Common Stock was listed on Nasdaq under the new trading symbol “BXBL.” The

Combined Company Merger Preferred Stock is not listed on Nasdaq or any other securities exchange and is not publicly traded. The Combined

Company Class B Common Stock is not listed and is not publicly traded.

of the Closing Date and following the completion of the Business Combination, the Combined Company had approximately 241,493,343

shares of common stock issued and outstanding held of record by 4,528 holders. Such numbers do not include Depository Trust Company

participants or beneficial owners holding shares through nominee names.

Dividends

The

Combined Company has not paid any cash dividends on its common stock to date. The Combined Company may retain future earnings, if any,

for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision

to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Combined

Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board

may deem relevant. The Combined Company does not anticipate declaring any cash dividends to holders of common stock in the foreseeable

future.

Recent

Sales of Unregistered Securities

The

information provided in the Introductory Note and Item 1.01 of this Form 8-K is incorporated by reference into this section.

Description

of Registrant’s Securities

The

description of the Combined Company’s securities is set forth in the section of the Proxy Statement/Prospectus entitled “Description

of the Combined Company’s Securities” beginning on page 293 of the Proxy Statement/Prospectus, which information is incorporated

herein by reference.

Indemnification

of Directors and Officers

The

TBOC authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability of directors and officers to

corporations and their stockholders for monetary damages for breach of their fiduciary duties. The Combined Company’s organizational

documents limit the liability of its directors and officers to the fullest extent permitted by Texas law.

The

Combined Company expects to purchase director and officer liability insurance to cover liabilities its directors and officers may incur

in connection with their services to the Combined Company, including matters arising under the Securities Act. The Combined Company’s

organizational documents also provide that the Combined Company will indemnify its directors and officers to the fullest extent permitted

by Texas law. In addition, the Combined Company intends to enter into customary indemnification agreements with each of its officers

and directors, as described above in Item 1.01.

There

is no pending litigation or proceeding involving any of the Combined Company’s directors, officers, employees or agents in which

indemnification will be required or permitted. The Combined Company is not aware of any threatened litigation or proceedings that may

result in a claim for such indemnification.

Insofar

as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling

the Combined Company, the Combined Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification

is against public policy as expressed in the Securities Act and is therefore unenforceable.

Financial

Statements and Supplementary Data

The

information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Prior

to the consummation of the Business Combination, the FGMC Units, FGMC Common Stock and FGMC Rights were listed on Nasdaq under the symbols

“FGMCU,” “FGMC” and “FGMCR,” respectively. On the Closing Date, all of the issued and outstanding

FGMC Units separated into their component securities and the FGMC Units, FGMC Common Stock and FGMC Rights ceased trading on Nasdaq.

connection with the Business Combination, the Combined Company Class A Common Stock was approved for listing on Nasdaq. The Combined

Company Class A Common Stock began trading on Nasdaq under the symbol “BXBL” on July 20, 2026.

Item

3.02. Unregistered Sales of Equity Securities.

The

information provided in the Introductory Note and Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.

Item

3.03 Material Modification to Rights of Security Holders.

The

material terms of the organizational documents of the Combined Company and the general effect upon the rights of holders of the Combined

Company’s capital stock are described in the sections of the Proxy Statement/Prospectus entitled “The Conversion Proposal”

beginning on page 144 of the Proxy Statement/Prospectus and “Description of the Combined Company’s Securities”

beginning on page 293 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

the Closing Date, the Combined Company filed a Certificate of Formation with the Texas Secretary of State and adopted new Bylaws in connection

with the Conversion. Copies of the Certificate of Formation and Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form

8-K, respectively, and are incorporated herein by reference.

Item

4.01 Changes in Registrant’s Certifying Accountant

Upon

the consummation of the Business Combination, the Combined Company appointed CBIZ CPAs P.C. as its independent registered public accounting

firm to audit the Combined Company’s consolidated financial statements as of and for the year ending December 31, 2026.

Accordingly,

Fruci & Associates II, PLLC, the independent registered public accounting firm for FGMC prior to the Business Combination (“Fruci”),

was dismissed as of the date of the consummation of the Business Combination.

There

were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with

Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements,

if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference thereto in its report on Fruci’s pre-merger

financial statements for such periods. There have been no “reportable events” (as such term is defined in Item 304(a)(1)(v)

of Regulation S-K).

The

Combined Company provided Fruci with a copy of the foregoing disclosures and has requested that Fruci furnish the Combined Company with

a letter addressed to the SEC stating whether it agrees with the statements made by the Combined Company set forth above. A copy of Fruci’s

letter, dated July 22, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item

5.01 Changes in Control of Registrant.

The

information set forth in the Introductory Note of this Current Report on Form 8-K and in the section entitled “Security Ownership

of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

The

information set forth in the Introductory Note of this Current Report on Form 8-K and in the section entitled “Information about

Directors and Executive Officers” in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Incentive

Plan

connection with the Business Combination, the Combined Company adopted the BOXABL Inc. 2026 Omnibus Incentive Plan (the “Incentive

Plan”). The Incentive Plan reserves 75,000,000 shares of Combined Company Class A Common Stock for issuance. The Incentive

Plan permits the grant of options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted

stock, restricted stock units, performance-based awards, other share-based awards, and other cash-based awards. The material terms of

the Incentive Plan are discussed in the section of the Proxy Statement/Prospectus entitled “The Incentive Plan Proposal”

beginning on page 163 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Directors

and Executive Officers

The

information regarding the Combined Company’s directors and executive officers set forth under the headings “Directors and

Executive Officers” and “Executive Compensation” in Item 2.01 of this Current Report on Form 8-K is incorporated herein

by reference.

Item

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

The

information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference. The Combined Company’s

fiscal year ends December 31; no change in fiscal year is being made in connection with the Business Combination.

Item

5.06 Change in Shell Company Status

a result of the Business Combination, which fulfilled the definition of a business combination as required by FGMC’s organizational

documents, FGMC ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The material terms

of the Business Combination are described in the Proxy Statement/Prospectus in the section entitled “The Business Combination

Proposal” beginning on page 119 of the Proxy Statement/Prospectus which is incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

July 17, 2026, the Combined Company issued a press release announcing the consummation of the Business Combination, which is included

in this Current Report on Form 8-K as Exhibit 99.9.

Item

9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

The

following historical audited financial statements and the related notes are incorporated herein by reference from the Proxy Statement/Prospectus:

● Audited

financial statements of FGMC as of and for the years ended December 31, 2025 and December

31, 2024, audited by Fruci & Associates II, PLLC.

● Audited

financial statements of BOXABL as of and for the year ended December 31, 2025, audited by

CBIZ CPAs P.C.

● Audited

financial statements of BOXABL as of and for the year ended December 31, 2024, audited by

Marcum LLP.

The

historical financial statements of FGMC and BOXABL and the related notes are included as Exhibits 99.1 and 99.2 to this Current Report

on Form 8-K and incorporated by reference herein.

The unaudited interim consolidated

financial statements of BOXABL as of and for the three months ended March 31, 2026 and March 31, 2025 are included as Exhibit 99.5 to

this Current Report on Form 8-K and incorporated by reference herein. The unaudited interim financial statements of FGMC as of and for the three months ended March 31, 2026 and March

31, 2025 are included as Exhibit 99.7 to this Current Report on Form 8-K and incorporated by reference herein.

(b)

Pro Forma Financial Information

The

unaudited pro forma condensed combined financial information of FGMC and BOXABL as of March 31, 2026, for the three months

ended March 31, 2026, and for the year ended December 31, 2025 is set forth in Exhibit 99.3 hereto and is incorporated

by reference herein.

and Analysis

Management’s Discussion and

Analysis of Financial Condition and Results of Operations of BOXABL for the year ended December 31, 2025 is included as Exhibit 99.4

to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition

and Results of Operations of BOXABL for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, is

included as Exhibit 99.6 to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis

of Financial Condition and Results of Operations of FGMC for the three months ended March 31, 2026, compared to the three months ended

March 31, 2025, is included as Exhibit 99.8 to this Current Report on Form 8-K and incorporated by reference herein.

(d)

Exhibits

Exhibit

Index

Exhibit

No.

Description

2.1+

Agreement and Plan of Merger, dated as of August 4, 2025, by and among FG Merger II Corp., FG Merger Sub II Inc. and BOXABL Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).

2.2

First Amendment to Agreement and Plan of Merger, dated November 3, 2025 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).

2.3

Second Amendment to Agreement and Plan of Merger, dated April 6, 2026 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).

2.4

Third Amendment to Agreement and Plan of Merger, dated May 6, 2026 (incorporated by reference to Exhibit 2.4 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).

3.1

Certificate of Formation of BOXABL Inc., as filed with the Texas Secretary of State, effective upon the Closing.

3.2

Bylaws of BOXABL Inc., effective upon the Closing.

10.1

Form of Company Lock-Up Agreement.

10.2

Form of Sponsor Lock-Up Agreement.

10.3

Form of Indemnification Agreement.

10.4

BOXABL Inc. 2026 Omnibus Incentive Plan.

16.1

Letter

from Fruci & Associates II, PLLC to the Securities and Exchange Commission, dated July 22, 2026.

99.1

Audited financial statements of FG Merger II Corp. as of and for the years ended December 31, 2025 and December 31, 2024.

99.2

Audited financial statements of BOXABL Inc. as of and for the years ended December 31, 2025 and December 31, 2024.

99.3

Unaudited Pro Forma Condensed Combined Financial Information as of March 31, 2026, for the three months ended March 31, 2026, and for the year ended December 31, 2025.

99.4

Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL.

99.5

Unaudited interim consolidated financial statements of BOXABL Inc. as of and for the three months ended March 31, 2026 and March 31, 2025.

99.6

Management’s Discussion and

Analysis of Financial Condition and Results of Operations of BOXABL for the three months ended March 31, 2026.

99.7

Unaudited interim financial statements

of FG Merger II Corp. as of and for the three months ended March 31, 2026, and March 31, 2025.

99.8

Management’s Discussion and

Analysis of Financial Condition and Results of Operations of FG Merger II Corp. for the three months ended March 31, 2026.

99.9

Press Release announcing consummation

of the Business Combination.

104

Cover

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Combined Company agrees to furnish supplementally

a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

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:

July 23, 2026

BOXABL

INC.

By:

/s/

Paolo Tiramani

Name:

Paolo Tiramani

Title:

Co-Chief Executive

Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

AMENDED

AND RESTATED

CERTIFICATE

OF FORMATION

BOXABL

Inc.

WHEREAS,

FG Merger II Corp. (the “Corporation”) was formed as a Texas for-profit corporation by the filing of a Certificate

of Formation (the “Original Certificate of Formation”) with the Texas Secretary of State on July 17, 2026;

WHEREAS,

pursuant to a Agreement and Plan of Merger dated as of August 5, 2025 (the “Plan of Merger”), BOXABL Inc., a Nevada

corporation, has been merged with and into the Corporation, with the Corporation surviving the merger (the “Merger”),

and, in connection therewith, the name of the Corporation has been changed from “FG Merger II Corp.” to “BOXABL Inc.”;

WHEREAS,

this Amended and Restated Certificate of Formation (this “Amended Certificate”), which amends and restates the Original

Certificate of Formation in its entirety, has been approved and adopted pursuant to the Plan of Merger in accordance with Chapter 10

of the Texas Business Organizations Code; and

WHEREAS,

this Amended Certificate shall become effective upon the date and time of filing (or the delayed effective date specified) with the Secretary

of State of the State of Texas.

Name. The name of the corporation is BOXABL Inc. (the “Corporation”).

Address; Registered Office and Agent. The address of the Corporation’s registered office in the State of Texas is 211 E

7TH Street, Suite 620, Austin, TX 78701 - 3218, and the name of the Corporation’s registered agent at such address is Corporation

Service Company.

Purposes. The purpose for which the Corporation is formed is for the transaction of any and all lawful business for which a for-profit

corporation may be organized under the TBOC.

Number of Shares.

4.1

The total number of shares of all classes of stock that the Corporation shall have authority to issue 1,310,000,000 shares, consisting

of: (i) 900,000,000 shares of Class A common stock, with the par value of $0.0001 per share (the “Class A Common Stock”),

(ii) 275,000,000 shares of Class B common stock, with the par value of $0.0001 per share (the “Class B Common Stock”

and, together with the Class A Common Stock, the “Common Stock”), (iii) 110,000,000 shares of Merger Consideration

preferred stock, with the par value of $0.0001 per share (the “Merger Preferred Stock”) and (iv) 25,000,000 shares

of preferred stock, with the par value of $0.0001 per share (the “Preferred Stock”). Upon the filing and effectiveness

of this Amended Certificate (such effective time, the “Effective Time”), each share of common stock, par value $0.0001

per share, of the Corporation issued and outstanding immediately prior to the Effective Time shall, automatically without any further

action by the Corporation or any stockholder, be reclassified into one fully paid and nonassessable share of Class A Common Stock.

4.2

Subject to the rights of the holders of any one or more series of Preferred Stock then-outstanding, the number of authorized shares of

any class of the Common Stock or the Preferred Stock may be increased or decreased, in each case by the affirmative vote of the holders

of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting

together as a single class, and no vote of the holders of any class of the Common Stock or the Preferred Stock voting separately as a

class will be required therefor, irrespective of the provisions of Section 21.364(d) of the TBOC. Notwithstanding the immediately preceding

sentence, the number of authorized shares of any particular class may not be decreased below the number of shares of such class then

outstanding, plus:

(a)

in the case of Class A Common Stock, the number of shares of Class A Common Stock issuable in connection with the exercise of all outstanding

options, warrants, exchange rights, conversion rights or similar rights for Class A Common Stock, including in respect of Class A Common

Stock issued upon conversion of Class B Common Stock; and

(b)

in the case of Class B Common Stock, the number of shares of Class B Common Stock issuable in connection with the exercise of all outstanding

options, warrants, exchange rights, conversion rights or similar rights for Class B Common Stock.

Classes of Shares. The designation, relative rights, power and preferences, qualifications, restrictions and limitations of the

shares of each class of stock are as follows:

5.1

Common Stock.

(a)

Voting Rights.

(i)

Each share of Class A Common Stock will entitle the record holder thereof to one vote on all matters on which stockholders generally

are entitled to vote, and each share of Class B Common Stock will entitle the record holder thereof to ten (10) votes on all matters

on which stockholders generally are entitled to vote.

(ii)

Except as otherwise required in this Amended Certificate or by applicable law, the holders of Common Stock will vote together as a single

class on all matters requiring the vote or consent of the stockholders of the Corporation.

(iii)

No stockholder of the Corporation shall have the right of cumulative voting at any election of Directors or upon any other matter.

(b)

Transfer Rights of Tiramani Group.

(i)

Permitted Owners. Shares of Class B Common Stock may be issued only to, and registered in the name of, (a) Galiano Tiramani (a

“G. Tiramani”), (b) Paolo Tiramani (“P. Tiramani”, and together with G. Tiramani, the “Tiramanis”),

and (c) each Permitted Transferee (together with the Tiramanis, the “Tiramani Group”).

(ii)

Transfer of Class B Common Stock. Any member of the Tiramani Group may at any time transfer any number of shares of Class B Common

Stock held by such holder of Class B Common Stock to a Permitted Transferee. Immediately prior to any transfer of shares of Class B Common

Stock to a Person other than a Permitted Transferee, each share of Class B Common Stock being transferred shall automatically, without

any further action by the Corporation, the transferor or the transferee, convert into one (1) fully paid and nonassessable share of Class

A Common Stock.

(c)

Dividends; Stock Splits or Combinations.

(i)

Subject to Section ‎H5.1(c)(ii), applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock

or any class or series of stock having a preference senior to or the right to participate with the Common Stock with respect to the payment

of dividends, dividends of cash or property may be declared and paid on the Common Stock out of the assets of the Corporation that are

by law available therefor, at the times and in the amounts as the Board in its discretion may determine.

(ii)

Subject to Section ‎H5.1(c)(iv), dividends of cash or property may not be declared or paid on the Class A Common Stock unless a dividend

of the same amount per share and same type of cash or property (or combination thereof) per share is concurrently declared or paid on

the Class B Common Stock. Dividends of cash or property may not be declared or paid on the Class B Common Stock unless a dividend of

the same amount per share and same type of cash or property (or combination thereof) per share is concurrently declared or paid on the

Class A Common Stock.

(iii)

In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be

declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless a corresponding Stock Adjustment

for all other classes of Common Stock at the time outstanding is made in the same proportion and the same manner (unless the holders

of shares representing a majority of the voting power of any such other class of Common Stock (voting separately as a single class) waive

such requirement in advance and in writing, in which event no such Stock Adjustment need be made for such other class of Common Stock).

(iv)

Notwithstanding anything to the contrary, if a dividend in the form of capital stock of a subsidiary of the Corporation is declared or

paid on the Class A Common Stock and the Class B Common Stock, the relative per share voting rights of the capital stock of such subsidiary

so distributed in respect of the Class A Common Stock and the Class B Common Stock shall be (a) in the same proportion as and substantially

similar to the relative voting rights of a share of Class A Common Stock and a share of Class B Common Stock or (b) as otherwise determined

at the time of such dividend by the Board and, for any Convertible Security declared or paid as a divided on the Class A Common Stock

and the Class B Common Stock, each voting security of the Corporation underlying such Convertible Security paid to holders of Class B

Common Stock shall be convertible into the voting security underlying the Convertible Security paid to the holders of Class A Common

Stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B Common

Stock into Class A Common Stock.

(d)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation,

after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts,

if any, to which the holders of Preferred Stock are entitled, the holders of all outstanding shares of Common Stock will be entitled

to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares

of Common Stock will be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion

to the number of shares of Common Stock held by such holders.

(e)

Equal Treatment; Merger, Consolidation, Tender or Exchange Offer. Except as expressly provided in this Article ‎5,

all shares of the Common Stock shall, as among each other, have the same rights and privileges and rank equally, share ratably and be

identical in all respects as to all matters (unless holders of shares representing a majority of the voting power of any class of Common

Stock (voting separately as a single class) waive such requirement in advance and in writing to different treatment as to such class

of Common Stock, in which event different treatment may be permitted for such class of Common Stock). Without limiting the generality

of the foregoing, unless holders of shares representing a majority of the voting power of any class of Common Stock (voting separately

as a single class) waive such requirement in advance and in writing to different treatment as to such class of Common Stock, in which

event different treatment may be permitted for such class of Common Stock, (1) in the event of a merger, consolidation or other business

combination requiring the approval of the holders of the Corporation’s capital stock entitled to vote thereon (whether or not the

Corporation is the surviving entity), the holders of any class of Common Stock shall have the right to receive, or the right to elect

to receive, the same form of consideration, if any, as the holders of any other class of Common Stock, and the holders of any class of

Common Stock shall have the right to receive, or the right to elect to receive, at least the same amount of consideration, if any, on

a per share basis as the holders of any other class of Common Stock, and (2) in the event of (a) any tender or exchange offer to acquire

any shares of Common Stock by any third party pursuant to an agreement to which the Corporation is a party or (b) any tender or exchange

offer by the Corporation to acquire any shares of Common Stock, pursuant to the terms of the applicable tender or exchange offer, the

holders of any class of Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration,

if any, as the holders of any other class of Common Stock, and the holders of any class of Common Stock shall have the right to receive,

or the right to elect to receive, at least the same amount of consideration, if any, on a per share basis as the holders of any other

class of Common Stock.

(f)

Conversion Rights of Class B Common Stock.

(i)

Voluntary Conversion. Each one (1) share of Class B Common Stock shall be convertible into one (1) share of Class A Common Stock

at the option of the holder thereof at any time upon written notice to the transfer agent of the Corporation. Shares of Class B Common

Stock that are converted into shares of Class A Common Stock as provided in this Section ‎H5.1(f)(i) shall be retired and may not

be reissued.

(ii)

Procedures. The Corporation may, from time to time, establish such policies and procedures relating to the conversion of Class

B Common Stock to Class A Common Stock and the general administration of this dual class stock structure, including the issuance of stock

certificates with respect thereto, as it may deem reasonably necessary or advisable, and may from time to time request that holders of

shares of Class B Common Stock furnish certifications, affidavits or other proof to the Corporation as it deems necessary to verify the

ownership of Class B Common Stock and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the Secretary

of the Corporation that a transfer results in a conversion to Class A Common Stock shall be conclusive and binding.

(iii)

Immediate Effect. In the event of a conversion of shares of Class B Common Stock to shares of Class A Common Stock pursuant to

this Section ‎H5.1(f), such conversion(s) shall be deemed to have been made at the time that the transfer of shares occurred. Upon

any conversion of Class B Common Stock to Class A Common Stock pursuant to this Section ‎H5.1(f), all rights of the former holder

of such shares of Class B Common Stock with respect to such shares of Class B Common Stock shall cease and the Person or Persons in whose

names or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for

all purposes as having become the record holder or holders of such shares of Class A Common Stock.

(iv)

Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares

of Class A Common Stock, solely for the purpose of effecting the conversion(s) of the shares of Class B Common Stock pursuant to this

Section ‎H5.1(f), such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion

of all outstanding shares of Class B Common Stock into shares of Class A Common Stock.

5.2

Merger Preferred Stock.

(a)

Voting Rights. The holders of the Merger Preferred Stock do not have voting rights other than with respect to certain matters

relating to the rights of holders of Merger Preferred Stock.

(b)

Transfer Rights. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital

stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the

obtaining of any consents required elsewhere in this Amended Certificate) the holders of Merger Preferred Stock then outstanding shall

first receive, or simultaneously receive, a dividend on each outstanding share of Merger Preferred Stock in an amount equal to the dividend

payable on each outstanding share of Common Stock.

(c)

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the

holders of shares of Merger Preferred Stock then outstanding shall be entitled to be paid 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,

an amount per share equal to $10.00.

(d)

Automatic Conversion. On the fourteenth (14th) month following the Effective Time, 20% of the shares of Merger Preferred

Stock, in the aggregate, shall automatically, without any further action by the Corporation or any stockholder, convert into Class A

Common Stock on a one for one basis (the “Initial Merger Preferred Stock Conversion”). Thereafter, an additional 20%

of the original shares of Merger Preferred Stock shall automatically convert each subsequent month on a one-for-one basis until all of

the Merger Preferred Stock has been converted into Class A Common Stock. The reissuance of all shares of Merger Preferred Stock shall

be prohibited, and such shares of Merger Preferred Stock shall be retired and cancelled in accordance with the applicable provisions

of the TBOC, and upon such retirement and cancellation, all references to Merger Preferred Stock in this Amended Certificate shall be

eliminated.

(e)

Board Discretionary Conversion. The Board may, at any time and in its sole discretion, by resolution, elect to convert any or

all outstanding shares of Merger Preferred Stock into fully paid and non-assessable shares of Class A Common Stock on a one-for-one basis.

Any such conversion shall be effective immediately upon the adoption of such resolution by the Board, and no further action by the Corporation

or any stockholder shall be required.

(f)

Procedures. The Corporation may, from time to time, establish such policies and procedures relating to the conversion of Merger

Preferred Stock to Class A Common Stock and the general administration of this dual class stock structure, including the issuance of

stock certificates with respect thereto, as it may deem reasonably necessary or advisable, and may from time to time request that holders

of shares of Merger Preferred Stock furnish certifications, affidavits or other proof to the Corporation as it deems necessary to verify

the ownership Merger Preferred Stock and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the

Secretary of the Corporation that a transfer results in a conversion to Class A Common Stock shall be conclusive and binding.

(g)

Immediate Effect. In the event of a conversion of shares of Merger Preferred Stock to shares of Class A Common Stock pursuant

to Section ‎H5.2(d), such conversion(s) shall be deemed to have been made at the time that the transfer of shares occurred, as applicable.

Upon any conversion of Merger Preferred Stock to Class A Common Stock pursuant to this Section ‎H5.2(f), all rights of the former

holder of such shares of Merger Preferred Stock with respect to such shares of Class B Common Stock shall cease and the Person or Persons

in whose names or names the certificate or certificates representing the shares of Merger Preferred Stock are to be issued shall be treated

for all purposes as having become the record holder or holders of such shares of Class A Common Stock. The Corporation shall provide

notice of such automatic conversion of shares of Merger Preferred Stock (the “Merger Preferred Stock Automatic Conversion”)

to record holders of such shares of Merger Preferred Stock as soon as practicable following the Merger Preferred Stock Automatic Conversion;

provided, however, that the Corporation may satisfy such notice requirements by providing such notice prior

to the Merger Preferred Stock Automatic Conversion.

5.3

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares, provided

that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of

Preferred Stock hereinabove authorized, and with such powers, including voting powers, if any, and the designations, preferences and

relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, all as

shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares of Preferred

Stock from time to time adopted by the Board. The powers, including voting powers, if any, preferences and relative, participating, optional

and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may

differ from those of any and all other series at any time outstanding. Each series of shares of Preferred Stock: (i) may have such voting

rights or powers, full or limited, if any; (ii) may be subject to redemption at such time or times and at such prices, if any; (iii)

may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such

times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock,

if any; (iv) may have such rights upon the voluntary or involuntary liquidation, winding up or dissolution of, upon any distribution

of the assets of, or in the event of any merger, sale or consolidation of, the Corporation, if any; (v) may be made convertible into

or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of

the Corporation (or any other securities of the Corporation or any other Person) at such price or prices or at such rates of exchange

and with such adjustments, if any; (vi) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption

of shares of such series in such amount or amounts, if any; (vii) may be entitled to the benefit of conditions and restrictions upon

the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares

of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption

or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation, if any; (viii) may be subject

to restrictions on transfer or registration of transfer, or on the amount of shares that may be owned by any Person or group of Persons;

and (ix) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof,

if any; all as shall be stated in said resolution or resolutions of the Board providing for the designation and issue of such shares

of Preferred Stock.

Board of Directors.

6.1

Number of Directors. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Unless

and except to the extent that the Bylaws of the Corporation (as such Bylaws may be amended from time to time, the “Bylaws”)

shall so require, the election of the directors of the Corporation (the “Directors”) need not be by written ballot.

The total authorized number of Directors constituting the entire Board shall not be less than two (2) and shall not be more than nine

(9), with the then-authorized number of Directors being increased or decreased from time to time by the Board, which number shall initially

be five (5) members.

6.2

Composition of the Initial Board. Effective as of the date hereof, the initial Board shall be comprised of Paolo Tiramani, Galiano

Tiramani, Morris A. Davis, Zvi Yemini, and Larry G. Swets Jr. (such individuals, the “Initial Board”). Each member

of the Initial Board shall hold office until his or her death, resignation, retirement, disqualification or removal from office or until

his or her respective successor is duly elected and qualified at the next annual meeting of stockholders in accordance with the terms

of this Amended Certificate and the Bylaws.

6.3

Vacancies and Newly Created Directorships. Except as otherwise expressly required by law, newly created directorships resulting

from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement,

disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining Directors then in

office, even if less than a quorum of the Board. Any Director so chosen shall hold office until the next annual meeting of stockholders

at which his or her term shall expire and until his or her successor shall be duly elected and qualified, or until such Director’s

earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any Director

then in office.

6.4

Removal of Directors. Any Director or the entire Board may be removed from office at any time, with or without cause and only

by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation

entitled to vote generally in the election of Directors, voting together as a single class.

6.5

Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business; provided,

that to the fullest extent permitted by the TBOC and Stock Exchange Rules, the presence of the Chairman shall be necessary in order for

a quorum to be obtained at any meeting of the Board. Notwithstanding the immediately preceding sentence, if a quorum does not exist at

any properly called meeting of the Board solely due to the lack of attendance thereat by the Chairman, (x) such meeting shall be adjourned

and, (y) subject to the obligation to provide proper prior notice pursuant to the Bylaws to all members of the Board, recalled for the

same purpose not less than twenty-four hours and not more than ten (10) calendar days from the date of adjournment. Notwithstanding anything

contained herein to the contrary, in the event that the Chairman is unable to attend any emergency meeting of the Board, as determined

by the Board in good faith, by reason of temporary disability or otherwise, the presence of the Chairman shall not be necessary in order

for such quorum to be obtained and the Board may appoint a Director as interim chairman to preside over such meeting. The vote of a majority

of the Directors present at any meeting at which a quorum is present shall be the act of the Board. If a quorum is not present at any

meeting of the Board, then a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other

than announcement at the meeting, until a quorum is present.

Meetings of Stockholders.

7.1

Action by Written Consent. So long as the Corporation qualifies as a “controlled company” in Section 303A.00 of the

New York Stock Exchange Listed Company Manual or Nasdaq Listing Rule 5615-4(7)(A), any action required or permitted to be taken by the

stockholders of the Corporation may be effected by the consent in writing of the holders of outstanding capital stock of the Corporation

having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares

entitled to vote thereon were present and voted.

7.2

Special Meetings of Stockholders. Subject to any special rights of the holders of any series of Preferred Stock, and to the requirements

of applicable law, special meetings of stockholders of the Corporation may be called only by or at the direction of (i) the Board, (ii)

the Chairman or (iii) so long as the Corporation is a “controlled company”, by the Secretary of the Corporation at the request

of any holder entitled to vote generally in the election of Directors. Any business transacted at any special meeting of stockholders

shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

7.3

Advance Notice of Stockholder Nominations. Advance notice of stockholder nominations for the election of directors and of other

business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner

provided in the Bylaws of the Corporation.

Corporate Opportunities. To the fullest extent permitted by the TBOC, the Corporation acknowledges that: (i) no stockholder or

its Affiliates, or Director or his or her Affiliates of the Corporation or any of its subsidiaries (collectively, the “Exempted

Persons”; provided, that no Director who is an officer or employee of the Corporation or any of its subsidiaries shall

be an “Exempted Person” in his or her capacity as such) shall have any duty not to, directly or indirectly, engage in the

same or similar business activities or lines of business as the Corporation or any of its subsidiaries, including those deemed to be

overlapping with or competing with the Corporation or any of its subsidiaries, in each case, except to the extent otherwise set forth

in a writing executed by the Corporation or one of its subsidiaries, on the one hand, and such Exempted Person, on the other hand; and

(ii) in the event that any Exempted Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity

for the Corporation, the Corporation to the fullest extent permitted by the TBOC hereby renounces any interest or expectancy therein

and such Exempted Person shall have no duty to communicate or present such corporate opportunity to the Corporation or any of its subsidiaries,

as the case may be, and to the fullest extent permitted by law shall not be liable to the Corporation or its Affiliates or stockholders

for breach of any duty by reason of the fact that such Exempted Person, directly or indirectly, pursues or acquires such opportunity

for itself, directs such opportunity to another Person, or does not present such opportunity to the Corporation, in each case, except

to the extent otherwise set forth in a writing executed by the Corporation or one of its subsidiaries, on the one hand, and such Exempted

Person, on the other hand.

Limitation of Liability.

9.1

To the fullest extent permitted under the TBOC, no Director shall be personally liable to the Corporation or its stockholders for monetary

damages for breach of fiduciary duty as a Director.

9.2

Any amendment or repeal of this Article ‎9 shall not adversely affect any right or protection of a Director hereunder

in respect of any act or omission occurring prior to the time of such amendment or repeal.

10.

Indemnification.

10.1

To the fullest extent permitted by the TBOC, as the same exists or may hereafter be amended (but, in the case of any such amendment,

only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the

Corporation to provide prior to such amendment), the Corporation shall indemnify, and advance expenses to, any person who was or is made

or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative

or investigative (a “proceeding”) by reason of the fact that he or she is or was a Director or officer of the Corporation

or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee

or agent of another corporation, partnership, joint venture, trust or other enterprise (each, an “Indemnitee” and

collectively, the “Indemnitees”), whether the basis of such proceeding is alleged action in an official capacity as

a Director, officer, employee or agent or in any other capacity while serving as a Director, officer, employee, agent or trustee, from

and against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably

incurred by the Indemnitee in connection therewith. Notwithstanding the preceding sentence, other than an action against the Corporation

brought by an Indemnitee to enforce his or her rights under this Article ‎10, the Corporation shall not be required

to indemnify or advance expenses to any person in connection with a proceeding (or part thereof) commenced by such person if the commencement

of such proceeding (or part thereof) was not authorized by the Board.

10.2

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article ‎10 shall not be

deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw,

agreement, contract, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official

capacity and as to action in another capacity while holding such office.

10.3

To the extent not prohibited by applicable law, the Corporation shall pay the expenses (including attorneys’ fees) incurred by

an Indemnitee in defending any proceeding in advance of its final disposition; provided, however, that to the extent required

by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of

an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled

to be indemnified under this Article ‎10 or otherwise.

10.4

If a claim for indemnification or advancement of expenses under this Article ‎10 is not paid in full within thirty

(30) days after a written claim therefor by the Indemnitee has been received by the Corporation, the Indemnitee may file suit to recover

the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such

claim. In any such action the Corporation shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification

or advancement of expenses under applicable law. In (i) any suit brought by an Indemnitee to enforce a right to indemnification hereunder

(but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any

suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall

be entitled to recover such expenses upon a final adjudication that, such person has not met any applicable standard for indemnification

set forth in the TBOC. Neither the failure of the Corporation (including by members of the Board who are not parties to such action,

a committee of such members, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of

such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard

of conduct set forth in the TBOC, nor an actual determination by the Corporation (including by members of the Board who are not parties

to such action, a committee of such members, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable

standard of conduct, shall create a presumption that such person has not met the applicable standard of conduct or, in the case of such

a suit brought by the Indemnitee, be a defense to such suit.

10.5

The Corporation shall have the power to purchase and maintain insurance to protect itself and any person who is or was a Director, officer,

employee or agent of the Corporation, or while a Director, officer, employee or agent of the Corporation, is or was serving at the request

of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise

against any liability asserted against him and incurred by him or her in any such capacity, or arising out of his or her status as such,

whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the TBOC or

the provisions of this Article ‎10.

10.6

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article ‎10 shall continue

as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of

such Director or officer. The indemnification and advancement of expenses that may have been provided to an employee or agent of the

Corporation by action of the Board, pursuant to Section ‎10.9, shall, unless otherwise provided when authorized or ratified,

continue as to a person who has ceased to be an employee or agent of the Corporation and shall inure to the benefit of the heirs, executors

and administrators of such a person, after the time such person has ceased to be an employee or agent of the Corporation, only on such

terms and conditions and to the extent determined by the Board in its sole discretion.

10.7

Given that certain claims may be jointly indemnifiable (“Jointly Indemnifiable Claims”) by the Corporation, its Controlled

Entities (as defined below) or Indemnitee-Related Entities (as defined in Section ‎10.8) in respect of the service of Indemnitee

as a Director and/or executive officer of the Corporation and/or a director, executive officer, employee, consultant, fiduciary or agent

of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises

controlled by the Corporation (the “Controlled Entities”), or by reason of any action alleged to have been taken or

omitted in any such capacity, the Corporation acknowledges and agrees that the Corporation shall, and to the extent applicable shall

cause the Controlled Entities to, be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification

or advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable)

the terms of (i) the TBOC, (ii) this Amended Certificate or the Bylaws or (iii) any other agreement between the Corporation or any Controlled

Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization

of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating

agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Controlled

Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Indemnitee

may have from the Indemnitee-Related Entities. Under no circumstance shall the Corporation or any Controlled Entity be entitled to any

right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Indemnitee may have

from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Corporation

or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment

to the Indemnitee in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, (i) the Corporation

shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment

to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and

fully reimbursed by the Corporation and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment

shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Indemnitee against

the Corporation and/or any Controlled Entity or under any insurance policy, as applicable, and (iii) the Indemnitee and the Corporation

and, as applicable, any Controlled Entity shall execute all papers reasonably required and shall do all things that may be reasonably

necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities

effectively to bring suit to enforce such rights. The Corporation and the Indemnitee agree that each of the Indemnitee-Related Entities

shall be third-party beneficiaries with respect to this Section ‎10.7.

10.8

Any amendment or repeal of the foregoing provisions of this Article ‎10 shall not adversely affect any right or protection

hereunder of any Indemnitee or its successors in respect of any act or omission occurring prior to the time of such amendment or repeal.

10.9

This Article ‎10 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable

law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.

11.

Adoption, Amendment or Repeal of Bylaws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly

authorized to make, alter, amend or repeal in whole or in part the Bylaws, subject to the power of the stockholders of the Corporation

entitled to vote with respect thereto to make, alter, amend or repeal the Bylaws.

12.

Adoption, Amendment and Repeal of Amended Certificate.

12.1

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended Certificate, in the manner

now or hereafter prescribed by this Amended Certificate and the TBOC, and all rights, preferences and privileges of whatsoever nature

conferred upon stockholders, Directors or any other Persons whomsoever by and pursuant to this Amended Certificate in its present form

or as hereafter amended, are granted and held subject to this reservation.

12.2

Notwithstanding any other provisions of this Amended Certificate or any provision of law which might otherwise permit a lesser vote or

no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation

required by law or by the Bylaws or by this Amended Certificate (or by any certificate of designations hereto), any alteration, amendment

or repeal of Articles ‎6, ‎7, ‎8, ‎9, ‎10, ‎12 or ‎13 hereto

shall require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of the Corporation

entitled to vote thereon, voting together as a single class, while the Corporation is under Tiramani Control and (b) at least two-thirds

of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as

a single class, from and after the time that the Corporation ceases to be under Tiramani Control.

13.

Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Southern

District of Texas in the State of Texas shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on

behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer, employee, agent

or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against

the Corporation, its Directors, officers, employees or agents arising pursuant to any provision of the TBOC, this Amended Certificate

or the Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (d) any action

asserting a claim against the Corporation, its Directors, officers, employees or agents governed by the internal affairs doctrine, in

each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as defendants

therein. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law,

the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting

a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring or holding

any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this

Article ‎13. Notwithstanding anything herein to the contrary, this Article ‎13 shall not apply to suits brought

to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

14.

Severability. If any provision or provisions of this Amended Certificate shall be held to be invalid, illegal or unenforceable

as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other

circumstance and of the remaining provisions of this Amended Certificate (including, without limitation, each portion of any paragraph

of this Amended Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be

invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the

provisions of this Amended Certificate (including, without limitation, each such portion of any paragraph of this Amended Certificate

containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect

its Directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of

the Corporation to the fullest extent permitted by law.

15.

Definitions. As used in this Amended Certificate, unless the context otherwise requires or as set forth in another Article or

Section of this Amended Certificate, the term:

(a)

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by,

or under common control with such Person; provided, that (i) neither the Corporation nor any of its subsidiaries will be deemed

an Affiliate of any stockholder of the Corporation and (ii) no stockholder of the Corporation will be deemed an Affiliate of any other

stockholder of the Corporation.

(b)

“Amended Certificate” is defined in the Recitals.

(c)

“Board” means the board of directors of the Corporation.

(d)

“Bylaws” is defined in Section ‎6.1.

(e)

“Chairman” means the chairperson of the Board, which shall initially be Paolo Tiramani.

(f)

“Class A Common Stock” is defined in Section ‎4.1.

(g)

“Class B Common Stock” is defined in Section ‎4.1.

(h)

“Common Stock” is defined in Section ‎4.1.

(i)

“Convertible Securities” shall mean securities (other than shares of Class B Common Stock) convertible into or exchangeable

for Class A Common Stock or Class B Common Stock, either directly or indirectly.

(j)

“control” (including the terms “controlling” and “controlled”), with respect

to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause

the direction of the affairs or management of such subject Person, whether through the ownership of voting securities, as trustee or

executor, by contract or otherwise.

(k)

“Controlled Entities” is defined in Section ‎10.7.

(l)

“Corporation” is defined in Section ‎1.

(m)

“Director” is defined in Section ‎6.1.

(n)

“Disability” means permanent and total disability such that both of the Tiramanis are unable to engage in any substantial

gainful activity by reason of any medically determinable mental impairment which can be expected to result in death or which has lasted

or can be expected to last for a continuous period of not less than 12 months as determined by a licensed medical practitioner. In the

event of a dispute whether the Tiramanis have suffered a Disability, no Disability of the Tiramanis shall be deemed to have occurred

unless and until an affirmative ruling regarding such Disability has been made by a court of competent jurisdiction, and such ruling

has become final and non-appealable.

(o)

“Effective Time” is defined in Section ‎4.1.

(p)

“Exempted Persons” is defined in Section ‎8.

(q)

“Indemnification Sources” is defined in Section ‎10.7.

(r)

“Indemnitee” is defined in Section ‎10.1.

(s)

“Indemnitee-Related Entities” means any company, corporation, limited liability company, partnership, joint venture,

trust, employee benefit plan or other enterprise (other than the Corporation, any Controlled Entity or the insurer under and pursuant

to an insurance policy of the Corporation or any Controlled Entity) from whom an Indemnitee may be entitled to indemnification or advancement

of expenses with respect to which, in whole or in part, the Corporation or any Controlled Entity may also have an indemnification or

advancement obligation.

(t)

“Indemnitees” is defined in Section ‎10.1.

(u)

“Initial Board” is defined in Section ‎6.2.

(v)

“Initial Merger Preferred Stock Conversion” is defined in Section ‎H5.2(d).

(w)

“Jointly Indemnifiable Claims” is defined in Section ‎10.7.

(x)

“Original Certificate of Formation” is defined in the Recitals.

(y)

“Merger Preferred Stock” is defined in Section ‎4.1.

(z)

“Merger Preferred Stock Automatic Conversion” is defined in Section ‎H5.2(f).

(aa)

“Permitted Transferee” means, with respect to a holder of Class B Common Stock, (i) the Tiramanis (ii) Relatives of

the Tiramanis; (iii) any trust, corporation, partnership, limited liability company, or other entity, the sole beneficiaries, shareholders,

partners, or members of which consist of the holder, Relatives of the Tiramanis, or other Permitted Transferees; (iv) the heirs, executors,

or administrators of a deceased holder, as determined by will, intestacy, or a court-approved estate plan; and (v) any entity that directly

or indirectly controls, is controlled by, or is under common control with the holder, as defined in Rule 405 under the Securities Act

of 1933, as amended.

(bb)

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated

organization or other entity.

(cc)

“Preferred Stock” is defined in Section ‎4.1.

(dd)

“proceeding” is defined in Section ‎10.1.

(ee)

“Relative” means, with respect to any (a) holder of Class B Common Stock that is an individual: (i) such individual’s

spouse; (ii) any lineal descendant, parent, grandparent, great grandparent or sibling or any lineal descendant of such sibling (in each

case whether by blood or legal adoption); and (iii) the spouse of an individual described in clause (a)(ii) of this definition, and (b)

holder of Class B Common Stock that is not an individual, any Relative of any individual that is a beneficial owner (as such term is

defined in Rule 13d-3 under the Exchange Act) of a majority of either: (i) the outstanding shares of common stock (or similar securities

or interests in the case of an entity other than a corporation) of such holder; or (ii) the combined voting power of the outstanding

securities entitled to vote under ordinary circumstances in the election of directors (or in the selection of any other similar governing

body in the case of an entity other than a corporation) of such holder.

(ff)

“Stock Adjustment” is defined in Section ‎H5.1(c)(iii)

(gg)

“Stock Exchange Rules” means the rules and regulations for listed companies as in effect from time to time of the

principal United States national securities exchange on which the Class A Common Stock is listed for trading, which as of the date hereof

is the New York Stock Exchange.

(hh)

“TBOC” means the Texas Business Organizations Code, as the same may be amended from time to time.

(ii)

“Tiramanis” is defined in Section ‎H5.1(b)(i).

(jj)

“Tiramani Control” means that shares representing a majority of the voting power of all of the then-outstanding shares

of capital stock of the Corporation entitled to vote at an annual or special meeting duly noticed and called in accordance with this

Amended Certificate is beneficially owned by the Tiramanis.

(kk)

“Tiramani Group” is defined in Section ‎H5.1(b)(i).

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

Second

Amended and Restated Bylaws of

BOXABL

Inc.

Article

I — Corporate Offices

1.1

Registered Office.

The

address of the registered office of BOXABL Inc. (the “Corporation”) in the State of Texas, and the name of its registered

agent at such address, shall be as set forth in the Corporation’s certificate of formation, as the same may be amended and/or restated

from time to time (the “Certificate of Formation”).

1.2

Other Offices.

The

Corporation may have additional offices at any place or places, within or outside the State of Texas, as the Corporation’s Board

may from time to time establish or as the business of the Corporation may require.

Article

II — Meetings of Stockholders

2.1

Place of Meetings.

Meetings

of stockholders shall be held at such place, if any, within or outside the State of Texas, designated by the Board. The Board may, in

its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means

of remote communication as authorized by Section 6.002 of the Texas Business Organizations Code (the “TBOC”). In the

absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive

office.

2.2

Annual Meeting.

The

Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business

properly brought before the meeting in accordance with Section 2.4 may be transacted.

2.3

Special Meeting.

Special

meetings of the stockholders may be called only by such Persons and only in such manner as set forth in the Certificate of Formation.

business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.

2.4

Advance Notice Procedures for Business Brought before a Meeting.

(i)

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.

To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of

the Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the chairperson of the meeting,

or (c) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a stockholder of the Corporation

both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the

meeting and (3) has complied with this Section 2.4 or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities

Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations,

the “Exchange Act”), which proposal has been included in the proxy statement for the annual meeting. The foregoing

clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders.

The only matters that may be brought before a special meeting are the matters specified in the Corporation’s notice of meeting

given by or at the direction of the Person calling the meeting pursuant to the Certificate of Formation and Section 2.3 of these Bylaws.

For purposes of this Section 2.4 and Section 2.5 of these Bylaws, as applicable, “present in person” shall mean that the

stockholder proposing that the business be brought before the annual or special meeting of the Corporation, or, if the proposing stockholder

is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting, and a “qualified

representative” of such proposing stockholder shall be (A) any person who is authorized in writing by such stockholder to act for

such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable

reproduction of the writing or electronic transmission, at the meeting of stockholders or (B), if such proposing stockholder is (x) a

general or limited partnership, any general partner or Person who functions as a general partner of the general or limited partnership

or who controls the general or limited partnership, (y) a corporation or a limited liability company, any officer or Person who functions

as an officer of the corporation or limited liability company or any officer, director, general partner or Person who functions as an

officer, director or general partner of any entity ultimately in control of the corporation or limited liability company or (z) a trust,

any trustee of such trust. This Section 2.4 shall apply to any business that may be brought before an annual or special meeting of stockholders

other than nominations for election to the Board at an annual meeting, which shall be governed by Section 2.5 of these Bylaws. Stockholders

seeking to nominate persons for election to the Board must comply with Section 2.5 of these Bylaws, and this Section 2.4 shall not be

applicable to nominations for election to the Board except as expressly provided in Section 2.5 of these Bylaws.

(ii)

Without qualification, for business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.4(i)(c), (a)

the stockholder must provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation,

(b) the stockholder must provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4

and (c) the proposed business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice must

be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more

than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case

of the first annual meeting of stockholders following the closing of the Corporation’s initial underwritten public offering of

common stock); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than

sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not

later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public

disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”).

In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period or extend

a time period for the giving of Timely Notice as described above.

(iii)

To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:

(a)

As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name

and address that appear on the Corporation’s books and records); and (B) the number of shares of each class or series of stock

of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the

Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares

of any class or series of stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any

time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder

Information”);

(b)

As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative

security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position”

(as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly

or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of stock of the Corporation;

provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security”

shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of

any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable

only at some future date or upon the happening of a future occurrence (including, without limitation, any derivative, swap, hedge, repurchase

or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly (a)

give a Person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation,

in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the

opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock

of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any Person or entity

with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity

to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or

(d) increase or decrease the voting power of any Person or entity with respect to any shares of any class or series of capital stock

of the Corporation), in which case the determination of the amount of securities into which such security or instrument would be convertible

or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such

determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under

the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E))

shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such

Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary

course of such Proposing Person’s business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series

of stock of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of

the Corporation, (C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant

involving the Corporation or any of its officers or directors, or any Affiliate of the Corporation, (D) any other material relationship

between such Proposing Person, on the one hand, and the Corporation or any Affiliate of the Corporation, on the other hand, (E) any direct

or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any Affiliate of

the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F)

any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required

to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be

brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses

(A) through (F) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests

shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank,

trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the

notice required by these Bylaws on behalf of a beneficial owner and (G) a representation whether any Proposing Person, intends or is

part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s

outstanding capital stock required to approve or adopt the proposal and/or otherwise to solicit proxies or votes from stockholders in

support of such proposal; and

(c)

As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business

desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest

in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for

consideration), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of

the Proposing Persons or (y) between or among any Proposing Person and any other Person or entity (including their names) in connection

with the proposal of such business by such stockholder and (D) any other information relating to such item of business that would be

required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support

of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however,

that the disclosures required by this Section 2.4(iii) shall not include any disclosures with respect to any broker, dealer, commercial

bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit

the notice required by these Bylaws on behalf of a beneficial owner.

(iv)

For purposes of this Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing the notice

of business proposed to be brought before an annual meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf

the notice of the business proposed to be brought before the annual meeting is made, (c) any participant (as defined in paragraphs (a)(ii)-(vi)

of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation or (d) any associate (within the meaning of Rule

12b-2 under the Exchange Act for the purposes of these Bylaws) of such stockholder, beneficial owner or any other participant.

(v)

A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting,

if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and

correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any

adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at

the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting

(in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior

to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable

date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be

made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(vi)

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought

before the meeting in accordance with this Section 2.4. The Board or a designated committee thereof shall have the power to determine

whether business proposed to be brought before the annual meeting was made in accordance with the provisions of these bylaws. If neither

the Board nor such designated committee makes a determination as to whether any nomination was made in accordance with the provisions

of these bylaws, the presiding officer at the meeting shall, if the facts warrant, determine that the business was not properly brought

before the meeting in accordance with this Section, and if he or she should so determine, he or she shall so declare to the meeting.

If the Board or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal was

not made in accordance with the provisions of Section 2.4, any such business not properly brought before the meeting shall not be transacted.

(vii)

In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each

Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this

Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement

pursuant to Rule 14a-8 under the Exchange Act or the holders of any series of Preferred Stock (as defined in the Certificate of Formation).

(viii)

For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national

news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13,

14 or 15(d) of the Exchange Act.

2.5

Advance Notice Procedures for Nominations of Directors.

(i)

Subject in all respects to the provisions of the and Certificate of Formation, nominations of any person for election to the Board at

an annual meeting may be made at such meeting only (a) by or at the direction of the Board, including by any committee or persons authorized

to do so by the Board or these Bylaws, or (b) by a stockholder present in person (as defined in Section 2.4) who (1) was a beneficial

owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting,

(2) is entitled to vote at the meeting and (3) has complied with this Section 2.5 as to such notice and nomination. The foregoing clause

(b) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at any annual

meeting of stockholders other than in accordance with the provisions of the Certificate of Formation.

(ii)

Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting,

the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these Bylaws) thereof in writing and in proper form

to the Secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and

its candidate for nomination as required by this Section 2.5, and (c) provide any updates or supplements to such notice at the times

and in the forms required by this Section 2.5. In no event shall any adjournment or postponement of an annual meeting or the announcement

thereof commence a new time period or extend a time period for the giving of a stockholder’s notice as described above.

(iii)

To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:

(a)

As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these Bylaws) except

that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person”

in all places it appears in Section 2.4(iii)(a);

(b)

As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section

2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears

in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(c) shall

be made with respect to nomination of each person for election as a director at the meeting) and a representation whether any Nominating

Person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage

of the Corporation’s outstanding capital stock required to elect the nominee and/or otherwise to solicit proxies or votes from

stockholders in support of such nomination; and

(c)

As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such

candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such

candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination that is required to

be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors

in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named

in the Corporation’s proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or

indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate

for nomination or his or her respective associates or any other participants in such solicitation, on the other hand, including, without

limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person

were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of

such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”),

and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(vi).

(iv)

For purposes of this Section 2.5, the term “Nominating Person” shall mean (a) the stockholder providing the notice

of the nomination proposed to be made at the meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf the

notice of the nomination proposed to be made at the meeting is made, (c) any other participant (as defined in paragraphs (a)(ii)-(vi)

of Instruction 3 to Item 4 of Schedule 14A) in such solicitation and (d) any associate (within the meaning of Rule 12b-2 under the Exchange

Act for the purposes of these Bylaws) of such stockholder or beneficial owner or any other participant in such solicitation.

(v)

A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if

necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and

correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any

adjournment or postponement thereof, and such update and supplement shall be received by the Secretary at the principal executive offices

of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and

supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting

or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date

to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business

days prior to the meeting or any adjournment or postponement thereof).

(vi)

Notwithstanding anything in Section 2.5(ii) to the contrary, in the event that the number of directors to be elected to the Board at

the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 2.5(ii) and

there is no public disclosure made by the Corporation naming the nominees for the additional directorships at least one hundred (100)

days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section

2.5 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be received by the

Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day

following the day on which such public disclosure is first made by the Corporation.

(vii)

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to

the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders

at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board or

(2) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who

is a stockholder of record at the time the notice provided for in this Section 2.5 is delivered to the Secretary of the Corporation,

who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2.5.

In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board,

any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election

to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section

2.5(ii) shall be received by the Secretary at the principal executive offices of the Corporation not earlier than the close of business

on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later

of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which the

Corporation first makes a public disclosure of the date of the special meeting at which directors are to be elected. In no event shall

the public disclosure of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for

the giving of a stockholder’s notice as described above.

(viii)

To be eligible to be a candidate for election as a director of the Corporation at an annual meeting, a candidate must be nominated in

the manner prescribed in this Section 2.5 (or otherwise in accordance with the Certificate of Formation) and the candidate for nomination,

whether nominated by the Board or by a stockholder of record, must have previously delivered (in the case of a nomination by a stockholder

pursuant to Section 2.5(i)(b), in accordance with the time period prescribed in this Section 2.5 for delivery of the stockholder notice

of nomination), to the Secretary at the principal executive offices of the Corporation, (a) a completed written questionnaire (in the

form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such candidate

for nomination and (b) a written representation and agreement (in the form provided by the Corporation) that such candidate for nomination

(A) is not, and will not become a party to, any agreement, arrangement or understanding with any Person or entity other than the Corporation

with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed

therein, (B) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest,

confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to all directors and in

effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the

Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), (C) understands his or her

duties as a director under the TBOC and agrees to act in accordance with those duties while serving as a director and (D) is not or will

not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person

or entity as to how such nominee, if elected as a director, will act or vote as a director on any issue or question to be decided by

the Board, in any case, to the extent that such arrangement, understanding, commitment or assurance (a) could limit or interfere with

his or her ability to comply, if elected as director of the Corporation, with his or her fiduciary duties under applicable law or with

policies and guidelines of the Corporation applicable to all directors or (b) has not been disclosed to the Corporation prior to or concurrently

with the Nominating Person’s submission of the nomination.

(ix)

The Board may also require any proposed candidate for nomination as a director to furnish such other information as may reasonably be

requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon

in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation

in accordance with the Corporation’s corporate governance guidelines.

(x)

In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Proposing Person

shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(xi)

No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating

Person seeking to place such candidate’s name in nomination has complied with this Section 2.5, as applicable. The Board or a designated

committee thereof shall have the power to determine whether a nomination before the annual meeting of stockholders was made in accordance

with the provisions of these bylaws. If neither the Board nor such designated committee makes a determination as to whether any nomination

was made in accordance with the provisions of these bylaws, the presiding officer at the meeting shall, if the facts warrant, determine

that a nomination was not properly made in accordance with this Section, and if he or she should so determine, he or she shall so declare

such determination to the meeting. If the Board or a designated committee thereof or the presiding officer, as applicable, determines

that any nomination was not made in accordance with the provisions of Section, the defective nomination shall be disregarded and any

ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots

cast for the nominee in question) shall be void and of no force or effect.

(xii)

Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of

the Corporation unless nominated and elected in accordance with this Section 2.5.

2.6

Notice of Stockholders’ Meetings; Remote Communications.

Unless

otherwise provided by law, the Certificate of Formation or these Bylaws, the notice of any meeting of stockholders shall be sent or otherwise

given in accordance with Section 2.7 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting

to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means

of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting,

the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for

determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which

the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders

and proxy holders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting

of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated

place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that

each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y)

the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate

in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the

meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the

meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

2.7

Manner of Giving Notice; Affidavit of Notice.

Notice

of any meeting of stockholders shall be deemed given:

(i)

if mailed, when deposited in the U.S. mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporation’s

records; or

(ii)

if electronically transmitted as provided in Section 6.051(b)(2) of the TBOC.

affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation

that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima

facie evidence of the facts stated therein.

2.8

Quorum.

Unless

otherwise provided by law, the Certificate of Formation or these Bylaws, the holders of a majority in voting power of the stock issued

and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute

a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at

any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders

entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power

to adjourn the meeting from time to time in the manner provided in Section 2.9 of these Bylaws until a quorum is present or represented.

2.9

Adjourned Meeting; Notice.

When

a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time, place, if any,

thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person

and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation

may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days,

a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment

a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record

date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination

of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record

as of the record date so fixed for notice of such adjourned meeting.

2.10

Conduct of Business.

The

date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be

announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the

conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations

as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or

no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the

judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted

by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of

an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those

present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly

authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (iv) restrictions on entry

to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by

participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not

be required to be held in accordance with the rules of parliamentary procedure.

2.11

Voting.

Each

stockholder shall be entitled to a number of votes based on the number of and type of shares of capital stock held by such stockholder

as provided in the Certificate of Formation or as required under the TBOC.

Except

as otherwise provided by the Certificate of Formation, at all duly called or convened meetings of stockholders at which a quorum is present,

for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by

the Certificate of Formation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable

law or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the stockholders at

a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority

of the votes cast (excluding abstentions and broker non-votes) on such matter.

2.12

Record Date for Stockholder Meetings and Other Purposes.

order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment

thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date

is adopted by the Board, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of

such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote

at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting

shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders

entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which

notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting; and in such case shall also fix

as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination

of stockholders entitled to vote in accordance herewith at the adjourned meeting.

the extent stockholder action by written consent is permitted by the Certificate of Formation, in order that the Corporation may determine

the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which

record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date

shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record

date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board,

(i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed

written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable

law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on

the day on which the Board adopts the resolution taking such prior action.

order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock,

or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which

the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.

If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the

day on which the Board adopts the resolution relating thereto.

2.13

Proxies.

Each

stockholder entitled to vote at a meeting of stockholders may authorize another Person or Persons to act for such stockholder by proxy

authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the

meeting, but, no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer

period.

The

revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 21.370 of the TBOC.

A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined

that the electronic transmission was authorized by the stockholder.

2.14

List of Stockholders Entitled to Vote.

The

Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled

to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten

(10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting

date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of

each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information

on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at

least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to

gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s

principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation

may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to

be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and

may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list

shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network,

and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine

the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided

by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required

by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

2.15

Inspectors of Election.

Before

any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment

and make a written report thereof. The Corporation may designate one or more Persons as alternate inspectors to replace any inspector

who fails to act. If any Person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the chairperson

of the meeting shall appoint a Person to fill that vacancy.

Such

inspectors shall:

(i)

determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity

of any proxies and ballots;

(ii)

count all votes or ballots;

(iii)

count and tabulate all votes;

(iv)

determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s);

and

(v)

certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

Each

inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties

of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by

the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such Persons to

assist them in performing their duties as they determine. In determining the validity and counting of proxies and ballots cast at any

meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law.

Article

III — Directors

3.1

Powers.

Except

as otherwise provided by the Certificate of Formation or the TBOC, the business and affairs of the Corporation shall be managed by, or

under the direction of, the Board.

3.2

Number of Directors.

The

total number of directors constituting the Board shall be determined in accordance with the Certificate of Formation.

3.3

Election, Qualification and Term of Office of Directors.

The

procedures for election of directors, as well as the terms and qualifications of directors, shall be as set forth in the Certificate

of Formation.

3.4

Resignation and Vacancies. Subject to the terms of the Certificate of Formation, any director may resign at any time upon notice

given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or

upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. When one or more

directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, except

as otherwise provided for in the Certificate of Formation, a majority of the directors then in office, including those who have so resigned,

shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become

effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Vacancies

and newly created directorships resulting from any increase in the authorized number of directors shall be filled in accordance with

the Certificate of Formation.

3.5

Place of Meetings; Meetings by Telephone.

The

Board may hold meetings, both regular and special, either within or outside the State of Texas. Unless otherwise restricted by the Certificate

of Formation or these Bylaws, members of the Board, or any committee of the Board or subcommittee of the Board, in each case, designated

by the Board, may participate in a meeting of the Board, or any committee of the Board or subcommittee of the Board, by means of conference

telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and such

participation in a meeting pursuant to this Bylaw shall constitute presence in person at the meeting.

3.6

Regular Meetings.

Regular

meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

3.7

Special Meetings; Notice.

Special

meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board or a majority of the total

number of directors constituting the Board.

Notice

of the time and place of special meetings shall be:

(i)

delivered personally by hand, by courier or by telephone;

(ii)

sent by United States first-class mail, postage prepaid;

(iii)

sent by facsimile or electronic mail; or

(iv)

sent by other means of electronic transmission, directed to each director at that director’s address, telephone number, facsimile

number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s

records.

the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent

by other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding

of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of

the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s

principal executive office) nor the purpose of the meeting.

3.8

Quorum.

Subject

to the Certificate of Formation, at all meetings of the Board, a majority of the total number of directors shall constitute a quorum

for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of

the Board shall be necessary in order for a quorum to be obtained at any meeting of the Board. Notwithstanding anything contained herein

to the contrary, in the event that the chairperson of the Board is unable to attend any emergency meeting of the Board, as determined

by the Board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the Board shall not be

necessary in order for such quorum to be obtained and the Board may appoint a Director as interim chairperson of the Board to preside

over such meeting. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the

Board, except as may be otherwise specifically provided by statute, the Certificate of Formation or these Bylaws. If a quorum is not

present at any meeting of the Board, then a majority of the directors present thereat may adjourn the meeting from time to time, without

notice other than announcement at the meeting, until a quorum is present.

3.9

Action by Written Consent without a Meeting.

Unless

otherwise restricted by the Certificate of Formation or these Bylaws, any action required or permitted to be taken at any meeting of

the Board or of any committee of the Board or subcommittee of the Board, may be taken without a meeting if all members of the Board or

committee or subcommittee, as the case may be, consent thereto in writing or by electronic transmission. After such an action is taken

by written consent without a meeting, the consent or consents relating thereto shall be filed with the minutes of the proceedings of

the Board or any committee or subcommittee thereof in the same paper or electronic form as the minutes are maintained.

3.10

Fees and Compensation of Directors.

Unless

otherwise restricted by the Certificate of Formation or these Bylaws, the Board shall have the authority to fix the compensation, including

fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

3.11

Remote Meetings

Unless

otherwise restricted by the Certificate of Formation, members of the Board, or any committee designated by the Board, may participate

in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can

hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute the presence

in person at such meeting.

3.12

Removal of Directors

Directors

may be removed from office only in the manner provided in the Certificate of Formation or the TBOC.

Article

IV — Committees

4.1

Committees of Directors.

Subject

to the terms of the Certificate of Formation, the Board may designate one (1) or more committees of the Board or the Board, each committee

of the Board to consist, of one (1) or more of the directors of the Corporation and each committee of the Board, if different than the

Board, to consent of one (1) or more members of the Board. The Board may designate one (1) or more directors or members of the Board,

as applicable, as alternate members of any committee of the Board, who may replace any absent or disqualified member at any meeting of

the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and

not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the

Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the

resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of

the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require

it; but no such committee or subcommittee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders,

any action or matter expressly required by the TBOC to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any

bylaw of the Corporation. The presence of a majority of the members of any committee of the Board or subcommittee thereof shall be necessary

in order for a quorum to be obtained.

4.2

Committee Minutes.

Each

committee shall keep regular minutes of its meetings and report the same to the Board when required.

4.3

Meetings and Actions of Committees.

Meetings

and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)

Section 3.5 (place of meetings and meetings by telephone);

(ii)

Section 3.6 (regular meetings);

(iii)

Section 3.7 (special meetings and notice);

(iv)

Section 3.9 (action without a meeting); and

(v)

Section 7.12 (waiver of notice),

with

such changes in the context of those bylaws as are necessary to substitute the committee and its respective members for the Board and

its members. However:

(i)

the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii)

special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and

(iii)

the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee

pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Formation or applicable law.

all meetings of committees, the members of the committee entitled to cast a majority of the votes of such whole committee shall constitute

a quorum for the transaction of business. The vote of a majority of the members of the committee present at any meeting at which a quorum

is present shall be the act of such committee, except as may be otherwise specifically provided by statute, the Certificate of Formation

or these Bylaws. If a quorum is not present at any meeting of the committee, then the directors present thereat may adjourn the meeting

from time to time, without notice other than announcement at the meeting, until a quorum is present.

Article

V— Officers

5.1

Officers.

The

officers of the Corporation shall initially include a chief executive officer, a president and a secretary. The Corporation may also

have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief financial officer, a treasurer,

one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant

secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices

may be held by the same person.

5.2

Appointment of Officers.

The

Board or a duly authorized committee or subcommittee thereof shall appoint the officers of the Corporation, except such officers as may

be appointed in accordance with the provisions of Section 5.3 of these Bylaws.

5.3

Subordinate Officers.

The

Board or a duly authorized committee or subcommittee thereof may appoint, or empower the chief executive officer or, in the absence of

a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require.

Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these

Bylaws. As the Board or a duly authorized committee or subcommittee thereof may from time to time determine, or as determined by the

officer upon whom such power of appointment has been conferred by the Board or a duly authorized committee or subcommittee thereof.

5.4

Removal and Resignation of Officers.

Subject

to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the

Board or a duly authorized committee or subcommittee thereof or, except in the case of an officer chosen by the Board or a duly authorized

committee or subcommittee thereof, by any officer upon whom such power of removal may be conferred by the Board or a duly authorized

committee or subcommittee thereof.

Any

officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt

of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance

of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation

under any contract to which the officer is a party.

5.5

Vacancies in Offices.

Any

vacancy occurring in any office of the Corporation shall be filled by the Board or a duly authorized committee or subcommittee thereof

or as provided in Section 5.2.

5.6

Representation of Shares of Other Corporations.

The

chief executive officer, the president, the chairperson of the Board, any vice president, the treasurer, the secretary or assistant secretary

of this Corporation, or any other Person authorized by the Board, the chief executive officer, the president or a vice president, is

authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or securities of any

other corporation or entity standing in the name of this Corporation. The authority granted herein may be exercised either by such Person

directly or by any other Person authorized to do so by proxy or power of attorney duly executed by such Person having the authority.

5.7

Authority and Duties of Officers.

All

officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation

as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their

respective offices, subject to the control of the Board.

Article

VI — Records

stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address

and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are

recorded in accordance with Section 3.151 of the TBOC shall be administered by or on behalf of the Corporation. Any records administered

by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books,

may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or

databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into

clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to

prepare the list of stockholders specified in Sections 21.372 and 21.354 of the TBOC and (ii) record transfers of stock as governed by

Article 8 of the Uniform Commercial Code.

Article

VII— General Matters

7.1

Execution of Corporate Contracts and Instruments.

The

Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract

or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.

Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any

power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose

or for any amount.

7.2

Stock Certificates.

The

shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and applicable law. Certificates

for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Formation and applicable law. Every holder

of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two

officers authorized to sign stock certificates representing the number of shares registered in certificate form. The chief executive

officer, chairperson of the Board, the president, vice president, the treasurer, any assistant treasurer, general counsel or deputy general

counsel, the secretary or any assistant secretary of the Corporation shall be specifically authorized to sign stock certificates. Any

or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose

facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate

is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at

the date of issue.

7.3

Lost Certificates.

The

Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged

to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such

owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against

it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated

shares.

7.4

Shares Without Certificates

The

Corporation shall adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving

the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

7.5

Construction; Definitions.

Unless

the context requires otherwise, the general provisions, rules of construction and definitions in the TBOC shall govern the construction

of these Bylaws. In connection herewith, to the extent there are conflicts among these Bylaws or the Certificate of Formation, priority

shall first be given to the Certificate of Formation and then to these Bylaws, in each case except as otherwise required by the TBOC.

Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.

7.6

Dividends.

The

Board, subject to any restrictions contained in either (i) the TBOC or (ii) the Certificate of Formation, may declare and pay dividends

upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The

Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and

may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property

of the Corporation, and meeting contingencies.

7.7

Fiscal Year.

The

fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board. Unless otherwise fixed by the

Board, the fiscal year of the Corporation shall consist of the twelve (12) month period ending on December 31.

7.8

Seal.

The

Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate

seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.9

Transfer of Stock.

of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws subject to any transfer restrictions contained

in the Certificate of Formation. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the

holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation or a subsidiary

of the Corporation pursuant to applicable provisions of the governing documents such subsidiary of the Corporation, of the certificate

or certificates representing such shares endorsed by the appropriate Person or Persons (or by delivery of duly executed instructions

with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization

and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock

shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by

an entry showing the names of the Persons from and to whom it was transferred.

7.10

Stock Transfer Agreements.

The

Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series

of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders

in any manner not prohibited by the TBOC.

7.11

Registered Stockholders.

The

Corporation:

(i)

shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends and

to vote as such owner; and

(ii)

shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether

or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Texas.

7.12

Waiver of Notice.

Whenever

notice is required to be given under any provision of the TBOC, the Certificate of Formation or these Bylaws, a written waiver, signed

by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the

time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute

a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of

the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted

at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver

by electronic transmission unless so required by the Certificate of Formation or these Bylaws.

7.13

Inconsistent Provisions; Changes in Texas Law.

any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Formation, the TBOC or any other applicable

law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full

force and effect. If any of the provisions of the TBOC referred to above are modified or superseded, the references to those provisions

is to be interpreted to refer to the provisions as so modified or superseded.

Article

VIII — Amendments

These

Bylaws may be altered, amended or repealed in accordance with the Certificate of Formation and the TBOC.

Article

IX — Definitions

used in these Bylaws, unless the context otherwise requires, the term:

“Affiliate”

means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. For

the purposes of this definition, “control,” when used with respect to any Person, means the power to direct or cause the

direction of the affairs or management of that Person, whether through the ownership of voting securities, as trustee (or the power to

appoint a trustee), personal representative or executor, by contract, credit arrangement or otherwise and “controlled” and

“controlling” have meanings correlative to the foregoing.

“Board”

means the board of directors of the Corporation.

“Person”

means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint

stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever

nature, and shall include any successor (by merger or otherwise) of such entity.

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

LOCK-UP

AGREEMENT

THIS

LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 17, 2026, by and between the undersigned (the “Holders”)

and FG Merger II Corp., a Nevada corporation (“Acquiror” and, following the Mergers, the “Surviving Pubco”).

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement

(as defined below).

BACKGROUND

Acquiror,

FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of Acquiror, and Boxabl Inc., a Nevada corporation (the “Company”),

entered into an Agreement and Plan of Merger dated as of August 4, 2025 (the “Business Combination Agreement”).

The

Holders are the record and/or beneficial owners of a certain number of (i) shares of Acquiror Common Stock, or securities exchangeable

or convertible into shares of Acquiror Common Stock, (ii) shares of Acquiror Preferred Stock, or (iii) shares of Company Common Stock,

or securities exchangeable or convertible into shares of Company Common Stock, which will be exchanged for shares of the Surviving

Pubco Common Shares pursuant to the Business Combination Agreement.

a condition of, and as a material inducement for Acquiror to enter into and consummate the transactions contemplated by the Business

Combination Agreement, the Holders have agreed to execute and deliver this Agreement.

NOW,

THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration,

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

AGREEMENT

Lock-up.

(a)

Except as permitted by this Section 1, during the Lock-up Period (as defined below), each Holder irrevocably agrees, it, he or

she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined

below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers,

in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be

settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge

or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with

respect to any security of Acquiror.

(b)

In furtherance of the foregoing, Acquiror will (i) place a stop order on all Lock-up Shares, including those which may be covered by

a registration statement, and (ii) notify Acquiror’s transfer agent in writing of the stop order and the restrictions on such Lock-up

Shares under this Agreement and direct Acquiror’s transfer agent not to process any attempts by any Holder to resell or transfer

any Lock-up Shares, except in compliance with this Agreement. Such stop order will expire, be revoked or be rescinded upon the expiration

of the Lock-up Period or any waiver, amendment or rescission of this Section 1 pursuant to the terms of this Agreement or the

termination of this Agreement pursuant to Section 5.

(c)

For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200

promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all

types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on

a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

(d)

For purpose of this Agreement, the “Lock-up Period” means with respect to the Lock-up Shares, the period commencing

on the Closing Date and ending on the date that is twelve (12) months after the consummation of the Mergers, such that (i) 50% of the

Lock-up Shares shall be released on the date that is six (6) months from the Closing Date; provided the price per share of the Surviving

Pubco Common Shares meets or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

for any twenty (20) trading days within any thirty (30) trading day period, and (ii) any remaining Lock-up Shares shall be released on

the date that is thirteen (13) months from the Closing Date, irrespective of the price of the Surviving Pubco Common Shares.

Notwithstanding

the foregoing, and subject to the conditions below, the restrictions set forth herein shall not apply to: (1) transfers or distributions

of Lock-up Shares (or equity of the respective Holder or the respective Holder’s partners, members or stockholders) to the respective

Holder’s current or former general or limited partners, subsidiaries, managers or members, stockholders, other equityholders or

direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any

of the foregoing; (2) transfers by bona fide gift, including to charitable organizations, or to a member of the respective Holder’s

immediate family or to a trust, the beneficiary of which is the respective Holder or a member of the respective Holder’s immediate

family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the respective Holder; (4) transfers

pursuant to a qualified domestic relations order; (5) transfers to Acquiror’s officers, directors or their affiliates; (6) private

sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation

of the Business Combination at prices no greater than the price at which the securities were originally purchased; (7) transfers pursuant

to a bona fide tender offer, merger, consolidation, capital stock exchange, or other similar transaction (including negotiating and entering

into an agreement providing for any such transaction) which results in all of the respective Holder’s stockholders having the right

to exchange their shares of Common Stock for cash, securities or other property subsequent to the respective Holder’s completion

of the Business Combination, provided that in the event that such tender offer, merger, capital stock exchange, consolidation or other

such transaction is not completed, the respective Holder’s Lock-up Shares shall remain subject to the provisions of this Section

1; (8) by virtue of the laws of the State of Nevada, the respective Holder’s limited liability company agreement or bylaws

upon its dissolution, if applicable; or (9) the Acquiror’s liquidation prior to the completion of the Business Combination; provided,

however, that, in the case of any transfer pursuant to the foregoing (1) through (5) clauses, it shall be a condition to any such transfer

that the transferee/donee agrees in writing (a copy of which shall be provided by the respective Holder to the parties hereto), to be

bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same

extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required

by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree

to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Period.

For the avoidance of doubt, the restrictions set forth herein shall also not apply to transactions relating to Surviving Pubco Preferred

Shares, Surviving Pubco Common Shares or other securities convertible into or exercisable or exchangeable for Surviving Pubco Common

Shares acquired in open market transactions after the effective time of the Mergers. Each Holder shall be permitted to enter into a trading

plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no transfers or

other dispositions of the respective Holder’s Lock-up Shares in contravention of this Section 1 are effected prior to the

expiration of the applicable Lock-up Period.

the event that any Holder is granted a discretionary release, waiver or termination of the restrictions set forth herein or in any other

agreement containing restrictions similar to those contained in this Agreement, such discretionary release or waiver shall automatically

apply pro rata to all Holders.

Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby

represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right,

capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been

duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such party

in accordance with the terms of this Agreement (except as such enforceability may be limited or otherwise affected by bankruptcy, insolvency,

fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and principles

of equity, whether considered at law or equity), and (c) the execution, delivery and performance of such party’s obligations under

this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such

party is a party or to which the assets or securities of such party are bound. Each Holder has independently evaluated the merits of

his/her/its decision to enter into and deliver this Agreement, and such Holder confirms that he/she/it has not relied on the advice of

the Company, Acquiror, their respective legal counsels, or any other person.

Beneficial Ownership. Each Holder hereby represents and warrants that, as of the date of this Agreement, it does not beneficially

own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations

promulgated thereunder), any shares of capital stock of Acquiror or Company, or any economic interest in or derivative of such stock,

other than those securities specified on the signature page hereto. For purposes of this Agreement, the “Lock-up Shares”

shall mean (i) the shares of the Surviving Pubco Preferred Shares held by such Holder immediately following the Acquiror Conversion

and Closing (ii) the shares of the Surviving Pubco Common Shares held by such Holder immediately following the Closing and (iii)

any shares of the Surviving Pubco Common Shares issued pursuant to the conversion of the Surviving Pubco Preferred Shares

during the Lock-Up Period.

No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee,

payment or additional consideration in any form has been or will be paid to the Holders in connection with this Agreement.

Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier to

occur of (a) termination of the Business Combination Agreement in accordance with its terms or (b) the expiration of the Lock-up Period.

Notices. Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall

be deemed given: (a) if by hand or recognized courier service, by 4:00 PM on a business day, addressee’s day and time, on the date

of delivery, and otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed

electronically, if by 4:00 PM on a business day, addressee’s day and time, and otherwise on the first business day after the date

of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be

addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address

as a party shall specify to the others in accordance with these notice provisions:

(a)

to Acquiror, to:

Merger II Corp.

104

S. Walnut Street, Unit 1A

Itasca,

IL 60143

Attention:

Hassan R. Baqar

E-mail:

hbaqar@sequoiafin.com

with

a copy to (which shall not constitute notice):

Loeb

& Loeb

345

Park Avenue, 19th Floor

New

York, NY 10154

Attention:

Mitchell S. Nussbaum, Esq.; Giovanni Caruso, Esq.

E-mail:

mnussbaum@loeb.com; gcaruso@loeb.com

(b)

If to any Holder, to the address set forth on the respective Holder’s signature page hereto, or to such other address as any party

may have furnished to the others in writing in accordance herewith.

Enumeration and Headings; Interpretation. The enumeration and headings contained in this Agreement are for convenience of reference

only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. The titles and subtitles

used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement,

unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or

neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including”

(and with correlative meaning “include”) means including without limiting the generality of any description preceding or

succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words

“herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to

refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement.

Counterparts. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and

delivered shall be deemed an original, but all of which shall together constitute one and the same agreement. The delivery of an electronic

signature to, or a copy/scan of a manual signature on a counterpart to, this Agreement by facsimile, email or other electronic transmission

shall be deemed an original signature for all purposes hereunder.

Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall

inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. Each Holder hereby acknowledges and agrees

that this Agreement is entered into for the benefit of and is enforceable by Acquiror and its successors and assigns.

10.

No Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with

the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or

entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

11.

Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be

conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining

provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

12.

Amendments and Waivers. This Agreement may be amended or modified by written agreement executed by each of the parties hereto.

No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any

term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing

waiver of any such term, condition, or provision

13.

Further Assurances. 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.

14.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

15.

Governing Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Nevada.

16.

Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from

time to time) directly conflicts with a provision in the Business Combination Agreement, the terms of this Agreement shall control.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

MERGER II CORP.

By:

Name:

Title:

[Signature

Page to Company Stockholders Lock-up Agreement]

WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

HOLDERS:

[●]

By:

Name:

Title:

Address:

NUMBER

AND TYPE OF Lock-up Shares:

[Signature

Page to Company Stockholders Lock-up Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit

10.2

LOCK-UP

AGREEMENT

THIS

LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 17, 2026, by and between the undersigned (the “Holder”)

and FG Merger II Corp., a Nevada corporation (“Acquiror” and, following the Mergers, the “Surviving Pubco”).

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement

(as defined below).

BACKGROUND

Acquiror, FG Merger Sub II

Inc., a Nevada corporation and wholly-owned subsidiary of Acquiror, and Boxabl Inc., a Nevada corporation (the “Company”),

entered into an Agreement and Plan of Merger dated as of August 4, 2025 (the “Business Combination Agreement”).

The Holder is the record

and/or beneficial owner of a certain number of (i) shares of Acquiror Common Stock, or securities exchangeable or convertible into

shares of Acquiror Common Stock or (ii) shares of Acquiror Preferred Stock.

As a condition of, and as

a material inducement for Acquiror to enter into and consummate the transactions contemplated by the Business Combination Agreement,

the Holder has agreed to execute and deliver this Agreement.

NOW,

THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration,

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

AGREEMENT

Lock-up.

(a)

Except as permitted by this Section 1, during the Lock-up Period (as defined below), the Holder irrevocably agrees, it, he or

she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined

below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers,

in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be

settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge

or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with

respect to any security of Acquiror.

(b)

In furtherance of the foregoing, Acquiror will (i) place a stop order on all Lock-up Shares, including those which may be covered by

a registration statement, and (ii) notify Acquiror’s transfer agent in writing of the stop order and the restrictions on such Lock-up

Shares under this Agreement and direct Acquiror’s transfer agent not to process any attempts by the Holder to resell or transfer

any Lock-up Shares, except in compliance with this Agreement. Such stop order will expire, be revoked or be rescinded upon the expiration

of the Lock-up Period or any waiver, amendment or rescission of this Section 1 pursuant to the terms of this Agreement or the

termination of this Agreement pursuant to Section 5.

(c)

For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200

promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all

types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on

a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

(d)

For purpose of this Agreement, the “Lock-up Period” means (i) with respect to 50% of the Lock-up Shares, the earlier

of (A) twelve (12) months following the Closing Date and (B) the date on which the closing price of the Surviving Pubco’s Common

Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for

any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing Date, and (ii) with respect to the

remaining 50% of the Lock-up Shares, twelve (12) months following the Closing Date, or earlier, in each case, if subsequent to the Closing

Date, the Acquiror consummates a subsequent liquidation, merger, capital stock exchange, reorganization or other similar transaction

that results in all of the Acquiror’s stockholders having the right to exchange their shares of Common Stock for cash, securities

or other property.

Notwithstanding

the foregoing, and subject to the conditions below, the restrictions set forth herein shall not apply to: (1) transfers or distributions

of Lock-up Shares (or equity of the Holder or the Holder’s partners, members or stockholders) to the Holder’s current or

former general or limited partners, subsidiaries, managers or members, stockholders, other equityholders or direct or indirect affiliates

(within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers

by bona fide gift, including to charitable organizations, or to a member of the Holder’s immediate family or to a trust, the beneficiary

of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of

descent and distribution upon death of the Holder; (4) transfers pursuant to a qualified domestic relations order; (5) transfers to Acquiror’s

officers, directors or their affiliates; (6) private sales or transfers made in connection with any forward purchase agreement or similar

arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the securities

were originally purchased; (7) transfers pursuant to a bona fide tender offer, merger, consolidation, capital stock exchange, or other

similar transaction (including negotiating and entering into an agreement providing for any such transaction) which results in all of

the Holder’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent

to the Holder’s completion of the Business Combination, provided that in the event that such tender offer, merger, capital stock

exchange, consolidation or other such transaction is not completed, the Holder’s Lock-up Shares shall remain subject to the provisions

of this Section 1; (8) by virtue of the laws of the State of Nevada, the Holder’s limited liability company agreement upon

its dissolution; or (9) the Acquiror’s liquidation prior to the completion of the Business Combination; provided, however, that,

in the case of any transfer pursuant to the foregoing (1) through (5) clauses, it shall be a condition to any such transfer that the

transferee/donee agrees in writing (a copy of which shall be provided by the Holder to the parties hereto), to be bound by the terms

of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the

transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including

without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily

make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Period. For the avoidance

of doubt, the restrictions set forth herein shall also not apply to transactions relating to Surviving Pubco Preferred Shares, Surviving

Pubco Common Shares or other securities convertible into or exercisable or exchangeable for Surviving Pubco Common Shares acquired in

open market transactions after the effective time of the Mergers. Each Holder shall be permitted to enter into a trading plan established

in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no transfers or other dispositions

of the respective Holder’s Lock-up Shares in contravention of this Section 1 are effected prior to the expiration of the

applicable Lock-up Period.