Form 8-K

8-K — CEA Industries Inc.

Accession: 0001493152-26-029966

Filed: 2026-06-24

Period: 2026-06-23

CIK: 0001482541

SIC: 0700 (AGRICULTURE SERVICES)

Item: Entry into a Material Definitive Agreement

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: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

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2026-06-23

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 23, 2026

CEA

INDUSTRIES INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41266

27-3911608

(State

or other jurisdiction

incorporation or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

385

South Pierce Avenue, Suite C

Louisville,

Colorado 80027

(Address

of principal executive office) (Zip Code)

(303)

993-5271

(Registrant’s

telephone number, including area code)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.00001

BNC

Nasdaq

Capital Market

Warrants

to purchase Common Stock

BNCWW

Nasdaq

Capital Market

Warrants

to purchase Common Stock

BNCWZ

Nasdaq

Capital Market

Preferred

stock purchase rights

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging

Growth Company ☐

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

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

Item

1.01 Entry into a Material Definitive Agreement.

Cooperation

Agreement with YZi Labs

June 23, 2026 (the “Effective Date”), CEA Industries Inc. (the “Company”) entered

into a Cooperation Agreement (the “Cooperation Agreement”) with YZILabs Management Ltd. (“YZi Labs”),

holder of 2,150,481 shares of the Company’s common stock and warrants to purchase an additional 21,215,860 shares of common stock,

subject to the terms and conditions contained therein.

Pursuant

to the Cooperation Agreement, YZi Labs has agreed, within one business day of the Effective Date, to take all actions necessary or appropriate

to terminate its consent solicitation with respect to the Company, withdraw certain legal materials submitted relating thereto and make

all necessary filings with the Securities and Exchange Commission (the “SEC”) with respect to the foregoing.

Effective

immediately following the Cooperation Agreement’s execution and delivery by the parties, the Company agreed to increase

the size of the Board of Directors of the Company (the “Board”) to six directors and appoint Ling “Ella”

Zhang, Alex Odagiu and Matthew Roszak (collectively, the “YZi Labs Directors”) to the Board, in each case to

serve until the Company’s 2026 Special Meeting in lieu of Annual Meetings (the “2026 Annual Meeting”)

and until his or her successor is duly elected and qualified. So long as YZi Labs beneficially owns at least 4.99% of the then-outstanding

shares of common stock, subject to the terms of the Cooperation Agreement, YZi Labs will have customary replacement rights with respect

to the YZi Labs Directors.

The

Company and YZi Labs also agreed that, following the appointment of the YZi Labs Directors, the members of the Board and YZi Labs will

promptly engage in discussions about the Board’s composition and, as promptly as practicable following such discussions but in

any event by no later than ninety days after the Effective Date (subject to extension as set forth in the Cooperation Agreement), the

Board will increase the size of the Board by one director and appoint a new independent director to be mutually agreeable to the Continuing

Directors (as defined in the Cooperation Agreement) and YZi Labs (the “Mutual Director” and, together with

the YZi Labs Directors, the “New Directors”) to the Board.

The

Board also agreed to, within three business days of the Effective Date, take all action necessary to form a Chief Executive Officer Search

Committee (the “CEO Search Committee”) for the purpose of conducting a search to identify candidates, and otherwise

assisting the Board in selecting, the Company’s next chief executive officer (the “New CEO”) as promptly

as practicable and in any event by the earlier of the 2026 Annual Meeting and August 31, 2026. The CEO Search Committee will consist

of (i) the Mutual Director (upon his or her appointment), (ii) two of the YZi Labs Directors and (iii) two of the Continuing Directors,

with the Mutual Director serving as chair (with a YZi Labs Director serving as interim chair prior to his or her appointment). The appointment

of the new CEO will require, in addition to the approval of a majority of the then-serving members of the Board, the approval

of at least one YZi Labs Director and at least one Continuing Director, subject to the exceptions set forth in the Cooperation Agreement.

The

Cooperation Agreement also provides that, during

the period from the Effective Date until at least the appointment of the New CEO, Mr. Odagiu shall serve as Interim President of the

Company reporting directly to the Board, subject to removal by the Board for cause, with responsibilities to be determined by the Board following the execution and delivery of the Cooperation Agreement and as previously approved by YZi Labs.

The

Cooperation Agreement further provides, among other things, that:

● The

size of the Board will be limited to seven directors during the term of the Cooperation Agreement;

however, if the New CEO is not already a director, the Board size may be increased to nine

directors in order to appoint the New CEO and an additional candidate recommended by YZi

Labs who is reasonably acceptable to the Continuing Directors;

● The

Company will include the New Directors in the Company’s slate of director nominees

for each meeting of stockholders at which director candidates are to be elected during

the term of the Cooperation Agreement (and to include the Continuing Directors in the slate

for the 2026 Annual Meeting) and to solicit proxies in favor of the election of, and otherwise

support the election of, such directors on the same basis as the Company’s other nominees

for election at such meeting;

● During

the term of the Cooperation Agreement, YZi Labs and certain restricted persons will be subject

to customary standstill restrictions relating to, among other things, acquisitions of the

Company’s common stock, director nominations, proxy contests, other activist campaigns,

unsolicited takeover bids and related matters;

● During

the term of the Cooperation Agreement, YZi Labs has agreed to vote all voting securities

that it and its affiliates have the right to vote at any annual or special meeting of stockholders

(and in any action by written consent) in accordance with the Board’s recommendations,

subject to certain exceptions;

● Each

of the parties has agreed to customary mutual non-disparagement provisions prohibiting public

or private statements that would disparage or otherwise reflect detrimentally on the other

party and certain representatives, subject to certain exceptions, including as required by

law;

● Each

of the parties has agreed to a mutual release of claims arising out of events occurring prior

to the Effective Date, and during the term of the Cooperation Agreement, each of the

parties has agreed not to encourage, pursue or assist in any litigation against the other

party or its affiliates, associates or certain representatives, subject to certain exceptions,

including for enforcement of the Cooperation Agreement and claims of fraud; and

● The

Cooperation Agreement will terminate upon the earlier of (i) the date that is one month before

the last day upon which nominations of candidates for election as a director to the Board

may be made pursuant to the Company’s bylaws (the “Nomination Deadline”)

with respect to the Company’s 2029 annual meeting of stockholders and (ii) 120 days

prior to the third anniversary of the 2026 Annual Meeting; provided that the Cooperation

Agreement will terminate (a) one month before the Nomination Deadline with respect to the

Company’s 2027 annual meeting of stockholders if the Company has not notified YZi Labs

that a majority of the members of the Board other than the YZi Labs Directors have

irrevocably offered to renominate each of the then serving YZi Labs Directors for election

at the Company’s 2027 annual meeting of stockholders and (b) one month before the Nomination

Deadline with respect to the Company’s 2028 annual meeting of stockholders unless (x)

the Company has notified YZi Labs that a majority of the members of the Board other than

the YZi Labs Directors have irrevocably offered to renominate each of the then serving YZi

Labs Directors for election at the Company’s 2028 annual meeting of stockholders and

(y) a majority of such YZi Labs Directors consent to such renomination.

The

foregoing summary of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the

full text of the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

copy of the press release issued by the Company and YZi Labs on June 23, 2026 announcing the execution of the Cooperation Agreement and

related matters is attached hereto as Exhibit 99.1 and 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 under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Resignation

of Nicholas J. Etten from the Board

previously reported in a Current Report on Form 8-K filed by the Company on June 16, 2026, Nicholas J. Etten tendered his resignation

as a director of the Board and as a member of any committees thereof on which he served, which resignation became effective as of immediately

following execution and delivery of the Cooperation Agreement.

Appointment

of YZi Labs Directors to the Board

June 23, 2026, effective as of immediately following

the execution and delivery of the Cooperation Agreement by the parties, the Board increased the size of the Board to six directors and

appointed Ms. Ling “Ella” Zhang, Mr. Alex Odagiu and Mr. Matthew Roszak to the Board, each to serve until the Company’s

2026 Annual Meeting and until his or her successor is duly elected and qualified. The Board also determined that Mr. Roszak is an independent

director under the listing rules of The Nasdaq Stock Market.

Except

for the Cooperation Agreement, there are no arrangements or understandings between any of Ms. Zhang, Mr. Odagiu, or Mr. Roszak pursuant

to which they were elected as a director. There are no transactions in which Mr. Roszak has an interest requiring disclosure under Item

404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August

5, 2025, the Company entered into a strategic advisor agreement with YZi Labs, where Ms. Zhang is Managing Partner and Head and Mr. Odagiu

is an Investment Partner, pursuant to which the Company issued to YZi Labs strategic advisor warrants to purchase an aggregate of 3,564,359

shares of Common Stock with an exercise price of $0.00001 per share (the “Strategic Advisor Warrants”) as compensation

for services under such agreement. Ms. Zhang and Mr. Roszak will receive the standard compensation paid to the Company’s outside

directors, which may include cash retainers, equity awards and cash compensation. Mr. Odagiu’s compensation in connection with

his role as Interim President and director will be subsequently disclosed. The Company intends to enter into customary indemnification

agreements with the YZi Labs Directors in connection with their appointments. As of the date hereof, the Board has not appointed the

YZi Labs Directors to any committees.

Ling

“Ella” Zhang, age 44, has served as Managing Partner and Head of YZi Labs, an investment firm focused on the digital asset,

blockchain, Web3, AI, and biotech sectors, since January 2025. Ms. Zhang has also served as President of Shop Social, Inc. (Trendsi),

an AI-powered supply chain and fashion B2B platform, since January 2025, and where she previously served as Co-Founder and Chief Executive

Officer from 2020 to December 2024. Previously, Ms. Zhang served as Founder of Binance Labs, the former venture arm of Binance, the world’s

leading crypto exchange, and the predecessor to YZi Labs, from 2018 to 2019. Prior to that, Ms. Zhang served as Co-Founder and a member

of the board of directors of Chengdu Xiaoduo Technology, an AI-powered customer service and enterprise automation solutions company,

from 2014 to 2020. Earlier in her career, Ms. Zhang served as an Investment Principal of Kleiner Perkins Caufield & Byers (n/k/a

Kleiner Perkins), a leading venture capital firm focused on incubation, early stage and growth companies, from 2010 to 2015; a Key Account

Manager at Google Inc., a global technology company, from 2008 to 2010; and a Senior Marketing Manager of Tencent Holdings Limited, an

internet and technology company where she was the founding member of Tencent e-commerce, from 2005 to 2008. Ms. Zhang received a B.S.E.E

in Electrical and Electronics Engineering from the University of Electronic Science and Technology of China and an M.B.A. from Stanford

University Graduate School of Business.

Alex

Odagiu, age 35, has served as an Investment Partner of YZi Labs, an investment firm focused on the digital asset, blockchain, Web3, AI,

and biotech sectors, since September 2025, where he identifies and evaluates high-potential investment opportunities, conducts due diligence,

structure deals, and presents recommendations, provides strategic guidance to portfolio companies on scaling, fundraising, and operations,

and builds relationships with founders, investors, and partners. Mr. Odagiu previously served as an Investment Director of YZi Labs from

January 2022 to September 2025, as well as an Investment Manager from September 2021 to December 2021. Prior to that, Mr. Odagiu served

as an Associate at Letterone Technology (UK) LLP, an affiliate of Letterone Investment Holdings SA, an investment firm focused on the

technology sector, from 2019 to January 2021. Mr. Odagiu began his career at Goldman Sachs International, an affiliate of The Goldman

Sachs Group, Inc. (NYSE: GS), a multinational investment bank and financial services company, where he served in the Investment Banking

Division as an Associate from 2016 to 2018, as well as an Analyst from 2014 to 2016. Mr. Odagiu received an M.A. (Hons) in Economics

and Mathematics from the University of St Andrews.

Matthew

Roszak, age 53, has served as a Co-Founder and Chairman of each of Bloq, Inc., a blockchain infrastructure and enterprise technology

company, since December 2015, as well as Hemi Labs, Inc., a Bitcoin DeFi and programmability platform, since February 2024. Mr. Roszak

also currently serves as the Founding Partner of Tally Capital, LLC, a private investment firm focused on crypto, AI, and biotech, since

June 2014, and as a General Partner of Off The Chain Capital, LLC, a digital asset investment fund, since August 2019. In addition, Mr.

Roszak currently serves as the Chairman of the Advisory Board of The Digital Chamber, a global blockchain trade association, since June

2014. Mr. Roszak previously served as a member of the board of directors of 180 Connect, Inc. (formerly TSX: NCT.U), a national provider

of digital integration and satellite installation services, from 2002 to 2006. Mr. Roszak received a B.A. in Economics from Lake Forest

College.

Appointment

of Alex Odagiu as Interim President

June 23, 2026, effective immediately following the execution and delivery of the Cooperation Agreement, the Board appointed

Alex Odagiu as the Interim President of the Company. In accordance with the Cooperation Agreement, Mr. Odagiu will report

directly to the Board, subject to removal by the Board for cause, and will have the responsibilities determined by the Board and

approved by YZi Labs.

There

are no family relationships between Mr. Odagiu and any director or executive officer of the Company and no transactions involving Mr.

Odagiu and the Company that would be reportable under Item 404(a) of Regulation S-K under the Exchange Act, except for the Strategic

Advisor Warrants issued to YZi Labs as reported above under “Appointment of YZi Labs Directors to the Board”.

Mr. Odagiu was selected as Interim President of the Company pursuant to the Cooperation Agreement.

Item

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

June 23, 2026, the Board adopted Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”)

to provide that the president of the Company shall have the powers and duties as may be assigned by the Board. The foregoing summary

of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of

the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by

reference.

Item

8.01 Other Events.

The

Board has fixed the date of the Special Meeting in Lieu of Annual Meetings (the “2026 Annual Meeting”) as July

22, 2026. The 2026 Annual Meeting will be held via remote communication.

Because

the date of the 2026 Annual Meeting has been changed by more than 30 days from the first anniversary of the Company’s last annual

meeting of stockholders, the Board has set a new deadline for the receipt of any stockholder proposals submitted for the 2026 Annual

Meeting, and any previously disclosed deadline for the submission of stockholder proposals is no longer applicable. If a stockholder

desires to present a proposal for inclusion in the Company’s proxy statement for the 2026 Annual Meeting, the proposal must be

submitted in writing to us for receipt not later than June 29, 2026. Additionally, to be included in the Company’s proxy materials,

proposals must comply with the proxy rules relating to stockholder proposals, in particular Rule 14a-8 under the Exchange Act.

Stockholders

who wish to raise a proposal for consideration at the 2026 Annual Meeting, but who do not wish to submit a proposal for inclusion in

the Company’s proxy materials pursuant to Rule 14a-8, should comply with the Company’s bylaws and deliver to the Company

a copy of their proposal no later than July 4, 2026. Stockholders who intend to solicit proxies in support of director nominees other

than the Board’s nominees must provide the Company with the information required by Rule 14a-19(b) under the Exchange Act in addition

to complying with the requirements of the Company’s bylaws. If a stockholder fails to timely provide such notice, the respective

proposal need not be addressed in the Company’s proxy materials and the proxies may exercise their discretionary voting authority

if the proposal is raised at the 2026 Annual Meeting. In either case, proposals should be sent to CEA Industries Inc., 385 South Pierce

Avenue, Suite C, Louisville, Colorado 80027 with attention to our Secretary.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Amended and Restated Bylaws, dated June 23, 2026

10.1

Cooperation Agreement, dated June 23, 2026, by and between CEA Industries Inc. and YZILabs Management Ltd.

99.1

Press Release, dated June 23, 2026

104.1

Cover

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

SIGNATURES

Pursuant

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

the undersigned thereunto duly authorized.

CEA

Industries Inc.

Dated:

June

24, 2026

By:

/s/

David Namdar

Name:

David

Namdar

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

AMENDED

AND RESTATED

BYLAWS

CEA INDUSTRIES INC.

Effective

June 23, 2026

I. SHAREHOLDER’S

MEETING

.01 Annual

Meetings.

The

annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come

before it, shall be held at the registered office of the Corporation, or such other place, either within or without the State of Nevada,

as may be designated by the Board of Directors of the Corporation and set forth in the notice of the meeting, and at such date and time

as may be designated by the Board of Directors and set forth in the notice of the meeting.

.02 Special

Meetings.

A. Special

meetings of the shareholders of this Corporation shall be called (i) by the Secretary upon the written request of the holders of ten

percent (10%) of the voting shares of the Corporation as of the Requested Record Date (as defined below), and (ii) may be called at any

time by the president, or by the Board of Directors or a majority thereof. The holders of ten percent (10%) of the voting shares of the

Corporation shall be entitled to request that a special meeting of shareholders be called pursuant to clause (i) of the preceding sentence

only if such holders have delivered a proper written request in accordance with this Section I.02 and complied with the procedures

set forth in this Section I.02. No business shall be transacted at any special meeting of shareholders except as is specified

in the notice calling for said meeting (or any supplement thereto). The Board of Directors may designate any place, either within or

without the State of Nevada, as the place of any special meeting called by the president, or by the Board of Directors or a majority

thereof, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined

by the Board of Directors and placed in the notice of such meeting.

B. Shareholders

shall not be entitled to request that a special meeting of shareholders be called unless a holder of record of the voting shares of the

Corporation has first submitted a request in writing that the Board of Directors fix a record date for the purpose of determining the

shareholders entitled to call such special meeting (a “Requested Record Date” and such requesting record holder, together

with any beneficial owner of voting shares on whose behalf such written request was made, the “Record Date Requesting Person”).

Such written request shall include as to the Record Date Requesting Person, each Shareholder Associated Person (as defined below, but

substituting “Record Date Requesting Person” in all places where “Noticing Party” appears in such definition),

and the business desired to be brought before the special meeting, the information that would be set forth in a notice provided under

Section I.08, as if such business were to be considered at an annual meeting of the shareholders, except substituting “Record

Date Requesting Person” in all places where “Noticing Party” appears in Section I.08.

C. Within

ten (10) days after the Secretary receives a request to fix a Requested Record Date in proper form and otherwise in compliance with this

Section I.02, the Board of Directors shall adopt a resolution fixing a Requested Record Date, which date shall not precede the

date upon which the resolution fixing the Requested Record Date is adopted by the Board of Directors. Notwithstanding anything in this

Section I.02(C) to the contrary, no Requested Record Date shall be fixed if the Board of Directors determines that the request

or requests that would otherwise be submitted following such Requested Record Date could not comply with the requirements set forth in

Section I.02(F) below.

D. To

be in proper written form, a request to call a special meeting of shareholders (a “Special Meeting Request”) from a holder

or holders of voting shares equal to at least ten percent (10%) of the voting shares of the Corporation (together with any beneficial

owner of Common Shares on whose behalf such request was made, a “Requesting Shareholder”) must be signed and dated by each

Requesting Shareholder or a duly authorized agent thereof, and shall include (i) a brief description of the business desired to be brought

before the special meeting (including, without limitation, the matters proposed to be acted on at the special meeting), and (ii) unless

such person is a Solicited Shareholder (as defined below), as to (A) each Requesting Shareholder, (B) each Shareholder Associated Person

(as defined below, but substituting “Requesting Shareholder” in all places where “Noticing Party” appears in

such definition), and (C) the business or nomination desired to be brought before the special meeting, the information that would be

set forth in a notice provided under Section I.08, as if such business were to be considered at an annual meeting of the shareholders.

Each Requesting Shareholder (except for any Solicited Shareholder) shall comply with the obligations set forth in Section I.08(D)

and Section I.08(F)(2) and (3) of these Bylaws with respect to the Special Meeting Request, except that for purposes of

this Section I.02(C), the term “Requesting Shareholder” shall be substituted for the term “Noticing Party”

in all places that it appears in such sections. For purposes of these Bylaws, a “Solicited Shareholder” shall mean a Shareholder

that has provided a request to call a special meeting in response to a solicitation made pursuant to, and in accordance with, the Exchange

Act (as defined below).

E. Within

ten (10) days following the date on which the Secretary has received a proper Special Meeting Request, the Board of Directors shall fix

the record date, meeting date, time and location for the special meeting of Shareholders; provided, however, that the date

of any such special meeting shall be not more than ninety (90) days after the Special Meeting Request is received by the Secretary of

the Corporation. Subject to the foregoing provisions of this Section I.02, the record date for the special meeting of shareholders

shall be fixed in accordance with these Bylaws and applicable law, and the Board of Directors shall provide notice of the special meeting

of shareholders in accordance with these Bylaws and applicable law.

F. Notwithstanding

the foregoing provisions of this Section I.02, a special meeting requested by shareholders shall not be called or held if:

(1) the

business proposed to be brought before the special meeting did not appear on the written request that resulted in the determination of

the Requested Record Date;

(2) the

Special Meeting Request does not comply with this Section I.02; or

(3) the

request relates to an item of business that is not a proper subject for shareholder action under applicable law, was made in a manner

that involved a violation of applicable law, or otherwise does not comply with applicable law.

G. No

business shall be presented by a shareholder at a special meeting of shareholders except business described in the Special Meeting Request

relating to such special meeting; provided, however, that nothing herein shall prohibit the Board of Directors from submitting

additional matters to shareholders at any special meeting. If the presiding person of a special meeting determines that business was

not properly brought before the special meeting in accordance with these Bylaws, the presiding person shall declare to the meeting that

the business was not properly brought before the meeting and such business shall not be transacted.

H. In

determining whether a special meeting of shareholders has been requested by the holders of ten percent (10%) of the voting shares of

the Corporation, multiple Special Meeting Requests delivered to the Secretary will be considered together only if (i) each such request

identifies substantially the same business to be brought before the special meeting (as determined in good faith by the Board of Directors),

and (ii) such requests have been dated and delivered to the Secretary within sixty (60) days of the Requested Record Date.

I. Any

shareholder may revoke a request for a special meeting at any time prior to the special meeting of shareholders by written revocation

delivered to the Secretary at the principal executive offices of the Corporation. If, at any time after receipt by the Secretary of a

proper request for a special meeting of shareholders, there are no longer valid requests from holders of at least ten percent (10%) of

the voting shares of the Corporation, whether because of revoked requests, transfers of voting shares or otherwise, the Board of Directors,

in its discretion, may cancel the special meeting.

J. Any

written notice, update, or other information required to be delivered by a shareholder to the Corporation pursuant to this Section

I.02 must be given by personal delivery, by overnight courier, or by registered or certified mail, postage prepaid, to the Secretary

at the Corporation’s principal executive offices and shall be deemed not to have been delivered unless so given.

.03 Notice

of Meeting.

Written

notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting,

the purpose or purposes for which the meeting is called shall be given by the Secretary or persons authorized to call the meeting to

each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than sixty (60)

days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed

to the shareholder at his/her address as it appears on the stock transfer books of the Corporation.

.04 Waiver

of Notice.

Notice

of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat

in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice

thereof had been given.

.05 Quorum

and Adjourned Meetings.

majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum

at a meeting of shareholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting

from time to time without further notice, and the chairman of the meeting may adjourn the meeting whether or not a quorum is present.

At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted

at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment,

notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

.06 Proxies.

all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney

in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid

after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

.07 Voting

of Shares.

Except

as otherwise provided in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every

shareholder’s meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative

vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion

or for the determination of all questions and business which shall come before the meeting, except for the election of Directors, which

shall be determined by a plurality of votes cast at a meeting.

.08 Notice

of Shareholder Proposals and Director Nominations.

A. Nominations

of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the shareholders

may be made at an annual meeting of shareholders only: (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto)

with respect to such annual meeting given by or at the direction of the Board of Directors (or any duly authorized committee thereof),

(ii) as otherwise properly brought before such annual meeting by or at the direction of the Board of Directors (or any duly authorized

committee thereof) or (iii) by any shareholder of the Corporation who (x) is a shareholder of record at the time of the giving of the

notice provided for in this Section I.08 through the date of such annual meeting, (y) is entitled to vote at such annual meeting

and (z) complies with the notice procedures set forth in this Section I.08. For the avoidance of doubt, compliance with the foregoing

clause (iii) shall be the exclusive means for a shareholder to make nominations, or to propose any other business (other than a proposal

included in the Corporation’s proxy materials pursuant to and in compliance with Rule 14a-8 under the Securities Exchange Act of

1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting

of shareholders.

B. In

addition to any other applicable requirements, for nominations or other business to be properly brought before an annual meeting by a

shareholder pursuant to Section I.08(A)(iii) above, the shareholder must have given timely notice thereof in proper written form

to the Secretary, and, in the case of business other than nominations, such business must be a proper matter for shareholder action.

To be timely, such notice must be received by the Secretary at the principal executive offices of the Corporation not later than the

Close of Business on the ninetieth (90th) day, or earlier than the one hundred twentieth (120th) day, prior to the first anniversary

of the date of the preceding year’s annual meeting of shareholders; provided, however, that (x) if the date of the

annual meeting of shareholders is more than thirty (30) days prior to, or more than sixty (60) days after, the first anniversary of the

date of the preceding year’s annual meeting, (y) if no annual meeting was held in the preceding year, or (z) with respect to the

first annual meeting of shareholders held following the 2024 annual meeting of shareholders, to be timely, a shareholder’s notice

must be so received not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the Close

of Business on the later of (i) the ninetieth (90th) day prior to such annual meeting and (ii) the tenth (10th) day following the day

on which Public Disclosure (as defined below) of the date of the meeting is first made by the Corporation. In no event shall the adjournment,

recess, postponement, judicial stay or rescheduling of an annual meeting (or the Public Disclosure thereof) commence a new time period

(or extend any time period) for the giving of notice as described above.

C. To

be in proper written form, the notice of any shareholder of record giving notice under this Section I.08 (each, a “Noticing

Party”) must set forth:

(1) as

to each person whom such Noticing Party proposes to nominate for election or reelection as a Director (each, a “Proposed Nominee”),

if any:

(a) the

name, age, business address and residential address of such Proposed Nominee;

(b) the

principal occupation and employment of such Proposed Nominee;

written questionnaire with respect to the background and qualifications of such Proposed

Nominee, completed by such Proposed Nominee in the form required by the Corporation (in the

form to be provided by the Secretary within ten (10) days after receiving a written request

therefor from any shareholder of record identified by name);

(d) a

written representation and agreement completed by such Proposed Nominee in the form required

by the Corporation (in the form to be provided by the Secretary within ten (10) days after

receiving a written request therefor from any shareholder of record identified by name) providing

that such Proposed Nominee: (I) is not and 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 Proposed Nominee, if elected as a Director of the Corporation, will act or

vote on any issue or question (a “Voting Commitment”) that has not been disclosed

to the Corporation or any Voting Commitment that could limit or interfere with such Proposed

Nominee’s ability to comply, if elected as a Director of the Corporation, with such

Proposed Nominee’s fiduciary duties under applicable law; (II) 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, reimbursement or

indemnification in connection with service or action as a Director or nominee with respect

to the Corporation that has not been disclosed to the Corporation; (III) will, if elected

as a Director of the Corporation, comply with all applicable rules of any securities exchanges

upon which the Corporation’s securities are listed, the Articles of Incorporation,

these Bylaws, all applicable publicly disclosed corporate governance, ethics, conflict of

interest, confidentiality, stock ownership and trading policies and all other guidelines

and policies of the Corporation generally applicable to Directors (which other guidelines

and policies will be provided to such Proposed Nominee within five (5) business days after

the Secretary receives any written request therefor from such Proposed Nominee), and all

applicable fiduciary duties under state law; (IV) consents to being named as a nominee in

the Corporation’s proxy statement and form of proxy for the meeting and consents to

the public disclosure of information regarding or relating to such Proposed Nominee provided

to the Corporation by such Proposed Nominee or otherwise pursuant to these Bylaws; (V) intends

to serve a full term as a Director of the Corporation, if elected; and (VI) will provide

facts, statements and other information in all communications with the Corporation and its

shareholders that are or will be true and correct in all material respects and that do not

and will not omit to state any fact necessary in order to make the statements made, in light

of the circumstances under which they are made, not misleading in any material respect;

(e) a

description of all direct and indirect compensation and other material monetary agreements,

arrangements or understandings, written or oral, during the past three (3) years, and any

other material relationships, between or among such Proposed Nominee, on the one hand, and

any Noticing Party or any Shareholder Associated Person (as defined below) (other than such

Proposed Nominee), on the other hand, or that such Proposed Nominee knows any of such Proposed

Nominee’s Associates (as defined below) has with any Noticing Party or any Shareholder

Associated Person, including all information that would be required to be disclosed pursuant

to Item 404 promulgated under Regulation S-K as if such Noticing Party and any Shareholder

Associated Person (other than the Proposed Nominee) were the “registrant” for

purposes of such rule and the Proposed Nominee were a Director or executive officer of such

registrant;

(f) a

description of any business or personal interests that would reasonably be expected to place

such Proposed Nominee in a potential conflict of interest with the Corporation or any of

its subsidiaries;

(g) the

date(s) of first contact between the Noticing Party or any Shareholder Associated Person,

on the one hand, and the Proposed Nominee, on the other hand, with respect to any proposed

nomination(s) of any person(s) (including the Proposed Nominee) for election as a Director

of the Corporation; and

(h) all

other information relating to such Proposed Nominee or such Proposed Nominee’s Associates

that would be required to be disclosed in a proxy statement in connection with the solicitation

of proxies by such Noticing Party or any Shareholder Associated Person for the election of

Directors in a contested election pursuant to the Proxy Rules (as defined below);

(2) as

to any other business that such Noticing Party proposes to bring before the meeting:

(a) a

description of the business desired to be brought before the meeting and the reasons for

conducting such business at the meeting;

(b) the

text of the proposal or business (including the complete text of any resolutions proposed

for consideration and, in the event that such business includes a proposal to amend the Articles

of Incorporation or these Bylaws, the text of the proposed amendment); and

other information relating to such business that would be required to be disclosed in a proxy

statement in connection with the solicitation of proxies by such Noticing Party or any Shareholder

Associated Person in support of such proposed business pursuant to the Proxy Rules; and

(3) as

to such Noticing Party and each Shareholder Associated Person:

(a) the

name and address of such Noticing Party and each Shareholder Associated Person (including,

as applicable, as they appear on the Corporation’s books and records);

(b) the

class, series and number of shares of each class or series of capital stock (if any) of the

Corporation that are, directly or indirectly, owned beneficially or of record (specifying

the type of ownership) by such Noticing Party or any Shareholder Associated Person (including

any right to acquire beneficial ownership at any time in the future, whether such right is

exercisable immediately or only after the passage of time or the fulfillment of a condition)

and the date or dates on which such shares were acquired;

name of each nominee holder for, and number of, any securities of the Corporation owned beneficially

but not of record by such Noticing Party or any Shareholder Associated Person and any pledge

by such Noticing Party or any Shareholder Associated Person with respect to any of such securities;

(d) (I)

a description of all agreements, arrangements or understandings, written or oral, (including

any derivative or short positions, profit interests, hedging transactions, forwards, futures,

swaps, options, warrants, convertible securities, stock appreciation or similar rights, repurchase

agreements or arrangements, borrowed or loaned shares and so-called “stock borrowing”

agreements or arrangements) that have been entered into by, or on behalf of, such Noticing

Party or any Shareholder Associated Person, the effect or intent of which is to mitigate

loss, manage risk or benefit from changes in the price of any securities of the Corporation,

or maintain, increase or decrease the voting power of such Noticing Party or any Shareholder

Associated Person with respect to securities of the Corporation, whether or not such instrument

or right shall be subject to settlement in underlying shares of capital stock of the Corporation

(any of the foregoing, a “Derivative Instrument”) and (II) all other information

relating to Derivative Instruments that would be required to be disclosed in a proxy statement

in connection with the solicitation of proxies by such Noticing Party or any Shareholder

Associated Person in support of the business proposed by such Noticing Party, if any, or

for the election of any Proposed Nominee in a contested election pursuant to the Proxy Rules

if the creation, termination or modification of Derivative Instruments were treated the same

as trading in the securities of the Corporation under the Proxy Rules;

(e) (I)

the number of native cryptocurrency of the BNB Chain blockchain commonly referred to as “BNB”

that the Noticing Party and any Shareholder Associated Person owns, holds, or otherwise has

dispositive power over, whether direct or indirect, or sole or shared, including any right

to acquire such ownership, holding, or dispositive power at any time in the future, whether

such right is exercisable immediately or only after the passage of time or the fulfillment

of a condition, (II) a description of all agreements, arrangements or understandings, written

or oral, (including any derivative or short positions, profit interests, hedging transactions,

forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or

similar rights, repurchase agreements or arrangements, borrowed or loaned tokens and so-called

“stock borrowing” agreements or arrangements) that have been entered into by,

or on behalf of, such Noticing Party or any Shareholder Associated Person, the effect or

intent of which is to mitigate loss, manage risk or benefit from changes in the price of

BNB, or maintain, increase or decrease the voting power of such Noticing Party or any Shareholder

Associated Person with respect to BNB, whether or not such instrument or right shall be subject

to settlement in underlying BNB tokens (any of the foregoing, a “BNB Derivative”),

and (III) all other information relating to BNB Derivatives that would be required to be

disclosed in a proxy statement in connection with the solicitation of proxies by such Noticing

Party or any Shareholder Associated Person in support of the business proposed by such Noticing

Party, if any, or for the election of any Proposed Nominee in a contested election pursuant

to the Proxy Rules if the creation, termination or modification of BNB Derivatives were treated

the same as trading in the securities of the Corporation under the Proxy Rules;

(f) any

substantial interest, direct or indirect (including any existing or prospective commercial,

business or contractual relationship with the Corporation), of such Noticing Party or, to

the knowledge of such Noticing Party (or the beneficial owner(s) on whose behalf such Noticing

Party is submitting a notice to the Corporation), any Shareholder Associated Person in the

Corporation or any Affiliate (as defined below) thereof or in the proposed business or nomination(s)

to be brought before the meeting by such Noticing Party, other than an interest arising from

the ownership of Corporation securities where such Noticing Party or such Shareholder Associated

Person receives no extra or special benefit not shared on a pro rata basis by all

other holders of the same class or series;

(g) a

description of all agreements, arrangements or understandings, written or oral, (I) between

or among such Noticing Party and any Shareholder Associated Person or (II) between or among

such Noticing Party or, to the knowledge of such Noticing Party (or the beneficial owner(s)

on whose behalf such Noticing Party is submitting a notice to the Corporation), any Shareholder

Associated Person and any other person or entity (naming each such person or entity), in

each case, relating to acquiring, holding, voting or disposing of any securities of the Corporation,

Derivative Instruments, BNB tokens, and BNB Derivatives, including any proxy (other than

any revocable proxy given in response to a solicitation made pursuant to, and in accordance

with, the Proxy Rules by way of a solicitation statement filed on Schedule 14A);

(h) any

rights to dividends on the shares of the Corporation owned beneficially by such Noticing

Party or any Shareholder Associated Person that are separated or separable from the underlying

shares of the Corporation;

(i) any

proportionate interest in shares of the Corporation, Derivative Instruments, BNB tokens,

or BNB Derivatives held, directly or indirectly, by a general or limited partnership, limited

liability company or similar entity in which such Noticing Party or any Shareholder Associated

Person (I) is a general partner or, directly or indirectly, beneficially owns an interest

in a general partner of such general or limited partnership or (II) is the manager, managing

member or, directly or indirectly, beneficially owns an interest in the manager or managing

member of such limited liability company or similar entity;

(j) any

Derivative Instruments in or beneficial ownership of any securities of (in each case, with

a market value of more than $100,000) any corporation, limited liability company, or partnership

whose principal business is acquiring, holding or trading BNB tokens or BNB Derivatives (a

“Principal Competitor”) held by such Noticing Party or any Shareholder Associated

Person;

(k) any

direct or indirect interest (other than solely as a result of security ownership) of such

Noticing Party or, to the knowledge of such Noticing Party (or the beneficial owner(s) on

whose behalf such Noticing Party is submitting a notice to the Corporation) any Shareholder

Associated Person in any agreement with the Corporation, any Affiliate of the Corporation

or any Principal Competitor (including any employment agreement, collective bargaining agreement

or consulting agreement);

(l) a

representation that (I) neither such Noticing Party nor any Shareholder Associated Person

has breached any agreement, arrangement or understanding with the Corporation except as disclosed

to the Corporation pursuant hereto and (II) such Noticing Party and each Shareholder Associated

Person has complied, and will comply, with all applicable requirements of state law and the

Exchange Act with respect to the matters set forth in this Section I.08;

(m) a

description of the investment strategy or objective, if any, of such Noticing Party (or the

beneficial owner(s) on whose behalf such Noticing Party is submitting a notice to the Corporation);

(n) all

information that would be required to be set forth in a Schedule 13D filed pursuant to Rule

13d-1(a) under the Exchange Act or an amendment pursuant to Rule 13d-2(a) under the Exchange

Act if such a statement were required to be filed under the Exchange Act by such Noticing

Party or any Shareholder Associated Person with respect to the Corporation (regardless of

whether such person or entity is actually required to file a Schedule 13D), including a description

of any agreement, arrangement or understanding that would be required to be disclosed by

such Noticing Party or any Shareholder Associated Person pursuant to Item 5 or Item 6 of

Schedule 13D;

(o) a

certification that such Noticing Party and each Shareholder Associated Person has complied

with all applicable federal, state and other legal requirements in connection with such Noticing

Party’s or Shareholder Associated Person’s acquisition of shares of capital stock

or other securities of the Corporation and such Noticing Party’s or Shareholder Associated

Person’s acts or omissions as a shareholder of the Corporation, if such Shareholder

Associated Person is a shareholder of the Corporation; and

(p) all

other information relating to such Noticing Party or any Shareholder Associated Person that

would be required to be disclosed in a proxy statement in connection with the solicitation

of proxies by such Noticing Party or any Shareholder Associated Person in support of the

business proposed by such Noticing Party, if any, or for the election of any Proposed Nominee

in a contested election pursuant to the Proxy Rules;

provided,

however, that the disclosures described in the foregoing subclauses (a) through (p) shall not include any such disclosures with

respect to the ordinary course business activities of any depositary or any broker, dealer, commercial bank, trust company or other nominee

who is a Noticing Party solely as a result of being the shareholder directed to prepare and submit the notice required by these Bylaws

on behalf of a beneficial owner (any such entity, an “Exempt Party”).

(4) a

representation that such Noticing Party intends to appear or cause a Qualified Representative (as defined below) of such Noticing Party

to appear at the meeting to bring such business before the meeting or nominate any Proposed Nominees, as applicable, and an acknowledgment

that, if such Noticing Party (or a Qualified Representative of such Noticing Party) does not appear to present such business or Proposed

Nominees, as applicable, at such meeting, the Corporation need not present such business or Proposed Nominees for a vote at such meeting,

notwithstanding that proxies in respect of such vote may have been received by the Corporation;

(5) a

description of any pending or, to the knowledge of such Noticing Party (or the beneficial owner(s) on whose behalf such Noticing Party

is submitting a notice to the Corporation), threatened legal proceeding or investigation in which such Noticing Party or any Shareholder

Associated Person is a party or participant directly involving or directly relating to the Corporation or, to the knowledge of such Noticing

Party (or the beneficial owner(s) on whose behalf such Noticing Party is submitting a notice to the Corporation), any current or former

officer, Director or Affiliate of the Corporation;

(6) identification

of the names and addresses of other shareholders (including beneficial owners) known by such Noticing Party (or the beneficial owner(s)

on whose behalf such Noticing Party is submitting a notice to the Corporation) to provide financial support of the nomination(s) or other

business proposal(s) submitted by such Noticing Party and, to the extent known, the class and number of shares of the Corporation’s

capital stock owned beneficially or of record by such other shareholder(s) or other beneficial owner(s); and

(7) a

representation from such Noticing Party as to whether such Noticing Party or any Shareholder Associated Person intends or is part of

a group (as such term is used in Rule 13d-5 under the Exchange Act) that intends to (A) solicit proxies in support of the election of

any Proposed Nominee in accordance with Rule 14a-19 under the Exchange Act or (B) engage in a solicitation (within the meaning of Exchange

Act Rule 14a-1(l)) with respect to the nomination of any Proposed Nominee or proposed business to be considered at the meeting, as applicable,

and if so, the name of each participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in such solicitation.

D. In

addition to the information required pursuant to the foregoing provisions of this Section I.08, the Corporation may require any

Noticing Party to furnish such other information that would reasonably be expected to be material to a reasonable shareholder’s

understanding of (i) any item of business proposed by such Noticing Party under this Section I.08, (ii) the solicitation of proxies

from the Corporation’s shareholders by the Noticing Party (or any Shareholder Associated Person) or (iii) the eligibility, suitability

or qualifications of a Proposed Nominee to serve as a Director of the Corporation or the independence, or lack thereof, of such Proposed

Nominee, under the listing standards of each securities exchange upon which the Corporation’s securities are listed, any applicable

rules of the Securities and Exchange Commission, any publicly disclosed standards used by the Board of Directors in selecting nominees

for election as a Director and for determining and disclosing the independence of the Corporation’s Directors, including those

applicable to a Director’s service on any of the committees of the Board of Directors, or the requirements of any other laws or

regulations applicable to the Corporation. If requested by the Corporation, any supplemental information required under this paragraph

shall be provided by a Noticing Party within ten (10) days after it has been requested by the Corporation.

E. Only

such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s

notice of meeting (or any supplement thereto). Nominations of persons for election to the Board of Directors may be made at a special

meeting of shareholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (or any supplement

thereto) (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (ii) provided that one or

more Directors are to be elected at such meeting pursuant to the Corporation’s notice of meeting, by any shareholder of the Corporation

who (A) is a shareholder of record on the date of the giving of the notice provided for in this Section I.08(E) through the date

of such special meeting, (B) is entitled to vote at such special meeting and upon such election and (C) complies with the notice procedures

set forth in this Section I.08(E). In addition to any other applicable requirements, for Director nominations to be properly brought

before a special meeting by a shareholder pursuant to the foregoing clause (ii), such shareholder must have given timely notice thereof

in proper written form to the Secretary. To be timely, such notice must 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 (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th)

day following the day on which Public Disclosure of the date of the meeting is first made by the Corporation. In no event shall an adjournment,

recess, postponement, judicial stay or rescheduling of a special meeting (or the Public Disclosure thereof) commence a new time period

(or extend any time period) for the giving of a shareholder’s notice as described above. To be in proper written form, such notice

shall include all information required pursuant to Section I.08(C) above, and such shareholder and any Proposed Nominee shall

comply with Section I.08(D) above, as if such notice were being submitted in connection with an annual meeting of shareholders.

F. General.

(1) No

person shall be eligible for election as a Director of the Corporation unless the person is nominated by a shareholder in accordance

with the procedures set forth in this Section I.08 or the person is nominated by the Board of Directors, and no business shall

be conducted at a meeting of shareholders of the Corporation except pursuant to Rule 14a-8 of the Exchange Act and business brought by

a shareholder in accordance with the procedures set forth in this Section I.08 or by the Board of Directors. The number of Proposed

Nominees a shareholder may include in a notice under this Section I.08 may not exceed the number of Directors to be elected at

such meeting (based on public disclosure by the Corporation prior to the date of such notice), and for the avoidance of doubt, no shareholder

shall be entitled to identify any additional or substitute persons as Proposed Nominees following the expiration of the time periods

set forth in Section I.08(B) or Section I.08(E), as applicable. Except as otherwise provided by law, the Board of Directors

or the chairperson of a meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought

before the meeting has been made or proposed in accordance with the procedures set forth in these Bylaws, and, if the Board of Directors

or the chairperson of the meeting determines that any proposed nomination or business was not properly brought before the meeting, the

chairperson (or the Board of Directors) shall declare to the meeting that such nomination shall be disregarded or such business shall

not be transacted, and no vote shall be taken with respect to such nomination or proposed business, in each case, notwithstanding that

proxies with respect to such vote may have been received by the Corporation. Notwithstanding the foregoing provisions of this Section

I.08, unless otherwise required by law, if the Noticing Party (or a Qualified Representative of the Noticing Party) proposing a nominee

for Director or business to be conducted at a meeting does not appear at the meeting of shareholders of the Corporation to present such

nomination or propose such business, such proposed nomination shall be disregarded or such proposed business shall not be transacted,

as applicable, and no vote shall be taken with respect to such nomination or proposed business, notwithstanding that proxies with respect

to such vote may have been received by the Corporation.

(2) A

Noticing Party shall update such Noticing Party’s notice provided under the foregoing provisions of this Section I.08, if

necessary, such that the information provided or required to be provided in such notice shall be true and correct in all material respects

as of (A) the record date for determining the shareholders entitled to receive notice of the meeting and (B) the date that is ten (10)

business days prior to the meeting (or any postponement, rescheduling or adjournment thereof), and such update shall (I) be received

by the Secretary at the principal executive offices of the Corporation (x) not later than the Close of Business five (5) business days

after the record date for determining the shareholders entitled to receive notice of such meeting (in the case of an update required

to be made under clause (A)) and (y) not later than the Close of Business seven (7) business days prior to the date of the meeting or,

if practicable, any postponement, rescheduling or adjournment thereof (and, if not practicable, on the first practicable date prior to

the date to which the meeting has been postponed, rescheduled or adjourned) (in the case of an update required to be made pursuant to

clause (B)), (II) be made only to the extent that information has changed since such Noticing Party’s prior submission and (III)

clearly identify the information that has changed in any material respect since such Noticing Party’s prior submission. For the

avoidance of doubt, any information provided pursuant to this Section I.08(F)(2) shall not be deemed to cure any deficiencies

or inaccuracies in a notice previously delivered pursuant to this Section I.08 and shall not extend the time period for the delivery

of notice pursuant to this Section I.08. If a Noticing Party fails to provide any update in accordance with the foregoing provisions

of this Section I.08(F)(2), the information as to which such written update relates may be deemed not to have been provided in

accordance with this Section I.08.

(3) If

any information submitted pursuant to this Section I.08 by any Noticing Party nominating individuals for election or reelection

as a Director or proposing business for consideration at a shareholder meeting shall be inaccurate in any material respect (as determined

by the Board of Directors or a committee thereof), such information may be deemed not to have been provided in accordance with this Section

I.08. Any such Noticing Party shall notify the Secretary in writing at the principal executive offices of the Corporation of any

material inaccuracy or change in any information submitted pursuant to this Section I.08 within two (2) business days after becoming

aware of such material inaccuracy or change, and any such notification shall clearly identify the inaccuracy or change, it being understood

that no such notification may cure any deficiencies or inaccuracies with respect to any prior submission by such Noticing Party. Upon

written request of the Secretary on behalf of the Board of Directors (or a duly authorized committee thereof), any such Noticing Party

shall provide, within seven (7) business days after delivery of such request (or such other period as may reasonably be specified in

such request), (A) written verification, reasonably satisfactory to the Board of Directors, any committee thereof or any authorized officer

of the Corporation, to demonstrate the accuracy of any information submitted by such Noticing Party pursuant to this Section I.08

and (B) a written affirmation of any information submitted by such Noticing Party pursuant to this Section I.08 as of an earlier

date. If a Noticing Party fails to provide such written verification or affirmation within such period, the information as to which written

verification or affirmation was requested may be deemed not to have been provided in accordance with this Section I.08.

(4) Notwithstanding

anything herein to the contrary, if (A) any Noticing Party or any Shareholder Associated Person provides notice pursuant to Rule 14a-19(b)

under the Exchange Act with respect to any Proposed Nominee(s) and (B) (1) such Noticing Party or Shareholder Associated Person subsequently

either (x) notifies the Corporation that such Noticing Party or Shareholder Associated Person no longer intends to solicit proxies in

support of the election or reelection of such Proposed Nominee(s) in accordance with Rule 14a-19(b) under the Exchange Act or (y) fails

to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable

evidence sufficient to satisfy the Corporation that such Noticing Party or Shareholder Associated Person has met the requirements of

Rule 14a-19(a)(3) under the Exchange Act in accordance with the following sentence) and (2) no other Noticing Party or Shareholder Associated

Person that has provided notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to such Proposed Nominee(s) (x) to the

Corporation’s knowledge based on information provided pursuant to Rule 14a-19 under the Exchange Act or these Bylaws, still intends

to solicit proxies in support of the election or reelection of such Proposed Nominee(s) in accordance with Rule 14a-19(b) under the Exchange

Act and (y) has complied with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act and the requirements

set forth in the following sentence, then the Corporation shall disregard any proxies or votes solicited for such Proposed Nominee(s)

regardless of the person or entity who solicited such proxies (notwithstanding that proxies may have been received by the Corporation).

Upon request by the Corporation, if any Noticing Party or any Shareholder Associated Person provides notice pursuant to Rule 14a-19(b)

under the Exchange Act, such Noticing Party shall deliver to the Secretary, no later than five (5) business days prior to the applicable

meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied.

(5) In

addition to complying with the foregoing provisions of this Section I.08, a shareholder shall also comply with all applicable

requirements of state law and the Exchange Act with respect to the matters set forth in this Section I.08. Nothing in this Section

I.08 shall be deemed to affect any rights of (A) shareholders to request inclusion of proposals in the Corporation’s proxy

statement pursuant to Rule 14a-8 under the Exchange Act, (B) shareholders to request inclusion of nominees in the Corporation’s

proxy statement pursuant to the Proxy Rules or (C) the holders of any series of preferred stock to elect Directors pursuant to any applicable

provisions of the Articles of Incorporation.

(6) Any

written notice, supplement, update or other information required to be delivered by a shareholder to the Corporation pursuant to this

Section I.08 must be given by personal delivery, by overnight courier or by registered or certified mail, postage prepaid, to the Secretary

at the Corporation’s principal executive offices and shall be deemed not to have been delivered unless so given.

(7) For

purposes of these Bylaws:

(a) “Affiliate”

and “Associate” each shall have the respective meanings set forth in Rule 12b-2

under the Exchange Act;

(b) “beneficial

owner” or “beneficially owned” shall have the meaning set forth for such

terms in Section 13(d) of the Exchange Act;

of Business” shall mean 5:00 p.m. Eastern Time on any calendar day, whether or not

the day is a business day;

(d) “Proxy

Rules” shall mean Section 14 of the Exchange Act and the rules promulgated thereunder;

(e) “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 Section 13, 14 or 15(d) of the Exchange Act;

(f) a

“Qualified Representative” of a Noticing Party means (I) a duly authorized officer,

manager or partner of such Noticing Party or (II) a person authorized by a writing executed

by such Noticing Party (or a reliable reproduction or electronic transmission of the writing)

delivered by such Noticing Party to the Corporation prior to the making of any nomination

or proposal at a shareholder meeting stating that such person is authorized to act for such

Noticing Party as proxy at the meeting of shareholders, which writing or electronic transmission,

or a reliable reproduction of the writing or electronic transmission, must be produced at

the meeting of shareholders; and

(g) “Shareholder

Associated Person” shall mean, with respect to a Noticing Party and if different from

such Noticing Party, any beneficial owner of shares of stock of the Corporation on whose

behalf such Noticing Party is providing notice of any nomination or other business proposed:

(I) any person or entity who is a member of a group (as such term is used in Rule 13d-5 under

the Exchange Act) with such Noticing Party or such beneficial owner(s) with respect to acquiring,

holding, voting or disposing of any securities of the Corporation, (II) any Affiliate or

Associate of such Noticing Party (other than any Noticing Party that is an Exempt Party)

or such beneficial owner(s), (III) any participant (as defined in Instruction 3 to Item 4

of Schedule 14A) with such Noticing Party or such beneficial owner(s) with respect to any

proposed business or nomination, as applicable, under these Bylaws, (IV) any beneficial owner

of shares of stock of the Corporation owned of record by such Noticing Party (other than

a Noticing Party that is an Exempt Party) and (V) any Proposed Nominee.

.09 Organization

and Conduct of Meetings.

The

Chairman of the Board of Directors shall act as chairman of meetings of shareholders. The Board of Directors may designate any Director

or Officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and only the

Board of Directors may further provide for determining who shall act as chairman of any meeting of shareholders in the absence of the

Chairman of the Board of Directors and such designee. The Board of Directors may adopt by resolution such rules, regulations and procedures

for the conduct of any meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules, regulations

and procedures as adopted by the Board of Directors, the chairman of any meeting of shareholders shall have the right and authority to

convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all

such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting. Such

rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include

the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall

open and close for any given matter to be voted on at the meeting; (c) rules, regulations and procedures for maintaining order at the

meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to shareholders of record of

the Corporation, their duly authorized proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions

on entry to the meeting after the time fixed for the commencement of the meeting; (f) limitations on the time allotted to questions or

comments by participants; (g) removal of any shareholder or any other individual who refuses to comply with meeting rules, regulations

or procedures; (h) the conclusion, recess or adjournment of the meeting, regardless of whether a quorum is present, to a later date and

time and at a place, if any, announced at the meeting; (i) restrictions on the use of audio and video recording devices, cell phones

and other electronic devices; (j) rules, regulations or procedures for compliance with any state or local laws or regulations including

those concerning safety, health and security; (k) procedures (if any) requiring attendees to provide the Corporation advance notice of

their intent to attend the meeting and (l) any rules, regulations or procedures as the chairman may deem appropriate regarding the participation

by means of remote communication of shareholders and proxyholders not physically present at a meeting, whether such meeting is to be

held at a designated place or solely by means of remote communication. The Board of Directors or the chairman of meetings of shareholders,

in addition to making any other determinations that may be appropriate regarding the conduct of the meeting, shall determine and declare

to the meeting that a matter of business, including any proposed nomination, was not properly brought before the meeting, and, if the

chairman (or the Board of Directors) should so determine, the chairman (or the Board of Directors) shall so declare to the meeting and

any such matter of business or nomination not properly brought before the meeting shall not be transacted or considered. Except to the

extent determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held

in accordance with the rules of parliamentary procedure.

II. DIRECTORS

.01 General

Powers.

The

business and affairs of the Corporation shall be managed by its Board of Directors.

.02 Number,

Tenure and Qualifications.

The

number of Directors of the Corporation shall be not less than one nor more than thirteen, as determined from time to time by action of

the Shareholders or by a resolution of the entire Board of Directors (excluding any unfilled vacancies), or if the number is not fixed,

the number shall be one. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall

have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

.03 Election.

The

Directors shall be elected by the shareholders at their annual meeting each year; and if, for any cause the Directors shall not

have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner

provided by these Bylaws. No person shall be eligible for election or appointment as a Director unless such person has, within ten (10)

days following any reasonable request therefor from the Board of Directors or any committee thereof, made himself or herself available

to be interviewed by the Board of Directors (or any committee or other subset thereof) with respect to such person’s qualifications

to serve as a Director or any other matter reasonably related to such person’s candidacy or service as a Director of the Corporation.

.04 Vacancies.

case of any vacancy in the Board of Directors, the remaining Directors, whether constituting a quorum or not, may elect a successor to

hold office for the unexpired portion of the terms of the Directors whose place shall be vacant, and until his/her successor shall have

been duly elected and qualified. Further, the remaining Directors may fill any empty seats on the Board of Directors even if the empty

seats have never been occupied.

.05 Resignation.

Any

Director may resign at any time by delivering written notice to the secretary of the Corporation.

.06 Meetings.

any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board of Directors may exercise

all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the

State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means

of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each

other at the same time; the participation by such means shall constitute presence in person at such meeting.

A. Annual

Meeting of Directors.

Annual

meetings of the Board of Directors shall be held immediately after the annual meeting of shareholders or at such time and place as may

be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary.

B. Special

Meetings.

Special

meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and

place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, email, or by personal communication

by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in

the notice. Notice of any special meeting may be waived in writing or by email (either before or after such meeting) and will be waived

by any Director in attendance at such meeting.

C. Regular

Meetings of Directors.

Regular

meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution

of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

.07 Quorum

and Voting.

majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting,

and the meeting may be held as adjourned without further notice. At each meeting of the Board of Directors at which a quorum is present,

the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a

duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave

less than a quorum.

.08 Compensation.

resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of

Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such

payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

.09 Presumption

of Assent.

Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall

be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she

shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof

or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting.

Such right to dissent shall not apply to a Director who voted in favor of such action.

.10 Executive

and Other Committees.

The

Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive

committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all

the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending

the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange,

or other disposition of all or substantially all the property and assets of the dissolution of the Corporation or a revocation thereof,

designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors

of any responsibility imposed by law.

.11 Chairman

of Board of Directors.

The

Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been

elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other

powers as the Board may prescribe.

.12 Removal.

Directors

may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election

of Directors.

III. ACTIONS

BY WRITTEN CONSENT

.01 Action

by Directors Without a Meeting.

Any

corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon

or approved at a duly called meeting of the Directors may be accomplished without a meeting if a written memorandum setting forth the

action so taken, shall be signed by all the Directors.

.02 Action

by Shareholders Without a Meeting.

A. Any

action required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior

notice and without a vote, if (i) one or more consents in writing, setting forth the action so taken, signed by holders of record as

of the record date for the determination of shareholders entitled to consent to the actions (the “Consent Record Date”) 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, are delivered to the Secretary of the Corporation at its principal executive offices, by hand

or by certified or registered mail, return receipt requested, within sixty (60) days of the earliest dated valid consent delivered in

the manner described in this Section III.02 with respect to the proposed actions, and (ii) unless the consents are delivered in response

to a solicitation by the Board of Directors, a holder of record of voting shares of the Corporation has submitted a proper written request

to fix the Consent Record Date with respect to the actions proposed to be taken by written consent and has complied with Section III.03

with respect to such request.

B. No

action may be taken by the shareholders by written consent except in accordance with this Article III. If the Board of Directors

shall determine that any request to fix a Consent Record Date or any purported action by written consent was not properly made in accordance

with this Article III, or the shareholder or shareholders seeking to take such action do not otherwise comply with this Article

III, then the Board of Directors shall not be required to fix such Consent Record Date and any such purported action by written consent

shall be null and void to the fullest extent permitted by applicable law.

.03 Record

Date for Shareholder Action by Written Consent.

A. In

order to fix a Consent Record Date in accordance with Section III.02(A)(ii), a holder of record of the voting shares of the Corporation

shall have submitted a request in writing that the Board of Directors fix a Consent Record Date (such requesting record holder, together

with any beneficial owner of voting shares on whose behalf such written request was made, the “Consent Record Date Requesting Person”).

Such written request shall include as to the Consent Record Date Requesting Person, each Shareholder Associated Person (as defined above,

but substituting “Consent Record Date Requesting Person” in all places where “Noticing Party” appears in such

definition), and the actions proposed to be taken by written consent, the information that would be set forth in a notice provided under

Section I.08, as if such business or any nominations of directors were to be considered at an annual meeting of the shareholders,

except substituting “Consent Record Date Requesting Person” in all places where “Noticing Party” appears in Section

I.08.

B. Within

ten (10) days after the Secretary receives a request to fix a Consent Record Date in proper form and otherwise in compliance with this

Article III, the Board of Directors shall adopt a resolution fixing a Consent Record Date, which may not precede or be more than

ten (10) days after the day on which the resolution is adopted by the Board of Directors, regardless of the effective date of the resolution.

If the Board of Directors does not adopt a resolution fixing the Consent Record Date when required to do so by this Section III.03,

the Consent Record Date shall be the first date on which any shareholder delivers to the Corporation a consent with respect to the business

named in such request signed by the shareholder.

C. Notwithstanding

anything in this Section III.03 to the contrary, no Consent Record Date shall be fixed, and any previously fixed Consent Record

Date shall be null and void, if:

(1) the

request to fix the Consent Record Date relates to an item of business that is not a proper subject for shareholder action under applicable

law, was made in a manner that involved a violation of applicable law, or otherwise does not comply with applicable law; or

(2) the

Consent Record Date Requesting Person does not comply with this Article III with respect to its request to fix the Consent Record Date.

D. The

Corporation may require the Consent Record Date Requesting Person to furnish such other information that would reasonably be expected

to be material to a reasonable shareholder’s understanding of (i) any item of proposed action by written consent named in such

shareholder’s request to fix a Consent Record Date, (ii) the solicitation of consents from the Corporation’s shareholders

by the Consent Record Date Requesting Person (or any Shareholder Associated Person thereof) or (iii) the eligibility, suitability or

qualifications of a person proposed to be elected to the Board of Directors pursuant to such written consent or the independence, or

lack thereof, of such Proposed Nominee, under the listing standards of each securities exchange upon which the Corporation’s securities

are listed, any applicable rules of the Securities and Exchange Commission, any publicly disclosed standards used by the Board of Directors

in selecting nominees for election as a Director and for determining and disclosing the independence of the Corporation’s Directors,

including those applicable to a Director’s service on any of the committees of the Board of Directors, or the requirements of any

other laws or regulations applicable to the Corporation. If requested by the Corporation, any supplemental information required under

this paragraph shall be provided by a Consent Record Date Requesting Person within ten (10) days after it has been requested by the Corporation.

E. A

Consent Record Date Requesting Person shall update its request to fix a Consent Record Date, if necessary, such that the information

provided or required to be provided in such notice shall be true and correct in all material respects as of (i) the Consent Record Date

and (ii) the date that is five (5) business days prior to the commencement of any solicitation of consents with respect to such proposed

action, and such update shall (a) be received by the Secretary at the principal executive offices of the Corporation (x) not later than

the Close of Business five (5) business days after the Consent Record Date (in the case of an update required to be made under clause

(i)) and (y) not later than the Close of Business three (3) business days prior to the commencement of any solicitation of consents with

respect to such proposed action (in the case of an update required to be made pursuant to clause (ii)), (b) be made only to the extent

that information has changed since such Consent Record Date Requesting Person’s prior submission and (c) clearly identify the information

that has changed in any material respect since such Consent Record Date Requesting Person’s prior submission. For the avoidance

of doubt, any information provided pursuant to this Section III.03(B) shall not be deemed to cure any deficiencies or inaccuracies

in a notice previously delivered pursuant to this Section III.03 and shall not extend the time period for the delivery of notice

pursuant to this Section III.03. If a Consent Record Date Requesting Person fails to provide any update in accordance with the

foregoing provisions of this Section III.03(B), the information as to which such written update relates may be deemed not to have

been provided in accordance with this Section III.03.

F. If

any information submitted pursuant to this Section III.03 by any Consent Record Date Requesting Person shall be inaccurate in

any material respect (as determined by the Board of Directors or a committee thereof), such information may be deemed not to have been

provided in accordance with this Section III.03. Any such Consent Record Date Requesting Person shall notify the Secretary in

writing at the principal executive offices of the Corporation of any material inaccuracy or change in any information submitted pursuant

to this Section III.03 within two (2) business days after becoming aware of such material inaccuracy or change, and any such notification

shall clearly identify the inaccuracy or change, it being understood that no such notification may cure any deficiencies or inaccuracies

with respect to any prior submission by such Consent Record Date Requesting Person. Upon written request of the Secretary on behalf of

the Board of Directors (or a duly authorized committee thereof), any such Consent Record Date Requesting Person shall provide, within

seven (7) business days after delivery of such request (or such other period as may reasonably be specified in such request), (A) written

verification, reasonably satisfactory to the Board of Directors, any committee thereof or any authorized officer of the Corporation,

to demonstrate the accuracy of any information submitted by such Consent Record Date Requesting Person pursuant to this Section III.03

and (B) a written affirmation of any information submitted by such Consent Record Date Requesting Person pursuant to this Section

III.03 as of an earlier date. If a Consent Record Date Requesting Person fails to provide such written verification or affirmation

within such period, the information as to which written verification or affirmation was requested may be deemed not to have been provided

in accordance with this Section III.03.

G. In

addition to the requirements of this Article III with respect to shareholders seeking to take an action by written consent, the

Consent Record Date Requesting Person (and any Shareholder Associated Person thereof) shall comply with all requirements of applicable

law, including all requirements of the Exchange Act, with respect to such action, including the solicitation of shareholders relating

thereto.

IV. OFFICERS

.01 Officers

Designated.

The

Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors),

a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may

be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may be held by the same person, except that in

the event that the Corporation shall have more than one Director, the offices of president and secretary shall be held by different persons.

.02 Election,

Qualification and Term of Office.

Each

of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice

president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors.

Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting

of the Board of Directors and until his/her successor shall have been duly elected and qualified.

.03 Powers

and Duties.

The

powers and duties of the respective corporate Officers shall be as follows:

A. President.

The

president shall have such powers and duties as may be assigned by the Board of Directors.

B. Vice

President.

the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all

the powers and authority of the president, except as limited by resolution of the Board of Directors.

C. Secretary.

The

secretary shall:

(1) Keep

the minutes of the shareholder’s and of the Board of Directors meetings in one or more books provided for that purpose;

(2) See

that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(3) Be

custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be

required;

(4) Keep

a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;

(5) Sign

with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized

by resolution of the Board of Directors;

(6) Have

general charge of the stock transfer books of the Corporation; and,

(7) In

general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her

by the president or by the Board of Directors.

D. Treasurer.

Subject

to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and

securities of the Corporation and shall account for the same; and, at the expiration of his/her term of office, he/she shall turn over

to his/her successor all property of the Corporation in his/her possession.

E. Assistant

Secretaries and Assistant Treasurers.

The

assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice president certificates for shares

of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers

shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with

such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform

such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors.

.04 Removal.

The

Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served

thereby.

.05 Vacancies.

The

Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until

his/her successor shall have been duly elected and qualified.

.06 Salaries.

The

salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

V. SHARE

CERTIFICATES

.01 Form

and Execution of Certificates.

Certificates

for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada.

They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may

be issued for fractional shares.

.02 Transfers.

may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates

or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise

specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate

therefor has been surrendered to the Corporation.

.03 Loss

or Destruction of Certificates.

case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and

upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when

in the judgment of the Board of Directors it is proper to do so.

VI. BOOKS

AND RECORDS

.01 Books

of Accounts, Minutes and Share Register.

The

Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders

and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register

giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each.

.02 Copies

of Resolutions.

Any

person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board

of Directors or shareholders, when certified by the president or secretary.

VII. CORPORATE

SEAL

The

Corporation is not required to have a corporate seal.

VIII. LOANS

loans shall be made by the Corporation to its Officers or Directors.

IX. INDEMNIFICATION

OF DIRECTORS AND OFFICERS

.01 Indemnification.

The

Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal,

administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is

or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as

a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against

expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person

in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed

to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable

cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act

in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation,

and with respect to any criminal action proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

.02 Derivative

Action.

The

Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed

action or suit by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that

such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the

Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,

against expenses (including attorney’s fees) and amount paid in settlement actually and reasonably incurred by such person in connection

with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed

to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of

the suit or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect

of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct

in the performance of such person’s duty to the Corporation unless and only to the extent that, the court in which such action

or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled

to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall

not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed

to be in or not opposed to the best interests of the Corporation.

.03 Successful

Defense.

the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in

whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim,

issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably

incurred by such person in connection therewith.

.04 Authorization.

Any

indemnification under Paragraphs .01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in

the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances

because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be

made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to

such action, suit or proceeding, or (b) if such a quorum is not obtainable, by a majority vote of the Directors who were not parties

to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum

and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph

.04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and

may reasonably prorate amounts to be paid as indemnification.

.05 Advances.

Expenses

incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time

in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon

receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee or agent to repay such amount unless it shall ultimately

be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Section.

.06 Nonexclusivity.

The

indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled

under any law, bylaw, agreement, vote of shareholders 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, and shall continue as to a person who has ceased to

be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such

a person.

.07 Insurance.

The

Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee, Officer,

employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee

or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person

in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify

such person against such liability.

.08 “Corporation”

Defined.

For

purposes of this Section, references to the “Corporation” shall include, in addition to the Corporation, a constituent corporation

(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would

have had the power and authority to indemnify its Directors, Trustees, Officers, employees or agents, so that any person who is or was

a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which

is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, Trustee,

Officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position

under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to

such constituent corporation if its separate existence had continued.

X. AMENDMENT

OF BYLAWS

.01 By

the Shareholders.

These

Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration

or amendment is contained in the notice of the meeting.

.02 By

the Board of Directors.

These

Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or

special meeting of the Board of Directors.

XI. FISCAL

YEAR

The

fiscal year of the Corporation shall be set by resolution of the Board of Directors.

XII. FORUM

Unless

a majority of the Board, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum (which consent

may be given at any time, including during the pendency of litigation), the Eighth Judicial District Court of Clark County of the State

of Nevada (or, if the Eighth Judicial District Court does not have subject matter jurisdiction, another state district court located

within the State of Nevada or, if no state district court located within the State of Nevada has jurisdiction, the federal district court

for the District of Nevada), to the fullest extent permitted by law, shall be the sole and exclusive forum for (i) any derivative action

or proceeding brought on behalf of the Corporation, (ii) any action or proceeding asserting a claim arising from a breach of a fiduciary

duty owed by any current or former Director, shareholder or Officer or other employee of the Corporation to the Corporation or to the

Corporation’s shareholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action

or proceeding asserting a claim against the Corporation or any current or former Director, shareholder or Officer or other employee of

the Corporation arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Nevada Revised

Statutes (“NRS”), these Bylaws or the Articles of Incorporation (in each case, as may be amended from time to time), (iv)

any action or proceeding related to or involving the Corporation or any current or former Director, shareholder or Officer or other employee

of the Corporation that is governed by the internal affairs doctrine of the State of Nevada, (v) any “internal action,” as

defined in NRS 78.046, or (vi) any action or proceeding as to which the NRS (as amended from time to time) confers jurisdiction on the

district court of the State of Nevada. 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 to have consented to this Article XII, including the personal jurisdiction

of the courts specified in this Article XII in connection with any action or proceeding brought in any such court to enforce the provisions

of this Article XII. The provisions of this Article XII shall be enforceable by any party to an action or proceeding covered by the provisions

of this Article XII.

XIII. RULES

OF ORDER

The

rules contained in the most recent edition of Robert’s Rules of Order, Newly Revised, shall govern all meetings of shareholders

and Directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules or order of the Corporation.

XIV. REIMBURSEMENT

OF DISALLOWED EXPENSES

any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation

for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes,

the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable

obligation is in accordance with the provisions of Revenue Ruling 69-115, 19691 C.B. 50, and is for the purpose of entitling such employee

to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation

shall be protected from having to bear the entire burden of disallowed expense items.

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

EXECUTION VERSION

COOPERATION

AGREEMENT

This

COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2026, by and among CEA Industries

Inc., a Nevada corporation (the “Company”), on the one hand, and YZILabs Management Ltd., a British Virgin

Islands business company (“YZi Labs”), on the other hand. The Company and YZi Labs are each herein referred

to as a “party” and collectively, the “parties.”

WHEREAS,

on November 26, 2025, YZi Labs and the YZi Labs Key Person (as defined below) filed a Schedule 13D with the Securities and Exchange Commission

(“SEC”) with respect to the Company;

WHEREAS,

on December 1, 2025, YZi Labs filed a preliminary consent solicitation statement with respect to a proposed solicitation of holders of

the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to take certain actions

set forth therein (the “Consent Solicitation”), which has been amended by revised preliminary consent solicitation

statements filed on January 8, 2026 and February 13, 2026;

WHEREAS,

on December 23, 2025, YZi Labs filed an amendment to its Schedule 13D to reflect the formation of a group with certain other persons

(such group, the “Consent Solicitation Group”);

WHEREAS,

on each of December 12, 2025 and December 30, 2025, YZi Labs made demands to inspect certain books and records of the Company (collectively,

the “Books and Records Demands”), to which the Company responded on December 17, 2025 and January 3, 2026,

respectively;

WHEREAS,

on March 13, 2026, YZi Labs submitted a written request that the Board of Directors of the Company (the “Board”)

fix a record date for the determination of stockholders entitled to consent to the YZi Labs Consent Solicitation (the “Record

Date Request”), which on March 23, 2026 the Company notified YZi Labs was invalid under the Company’s Amended and

Restated Bylaws (the “Bylaws”);

WHEREAS,

prior to the date hereof Nicholas J. Etten has tendered his resignation as a director to the Board, which resignation shall be effective

as of immediately following execution and delivery of this Agreement and has been accepted by the Board;

WHEREAS,

as of the effectiveness of Mr. Etten’s resignation and prior to giving effect to the arrangements contemplated under this Agreement,

the Board will consist of Carly Howard, Annemarie Tierney, and Glenn Tyranski (together, the “Continuing Directors”);

and

WHEREAS,

the Company and YZi Labs have determined to come to an agreement with respect to the composition of the Board and certain other matters,

as provided in this Agreement.

NOW,

THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby,

agree as follows:

Board Composition and Related Matters.

(a)

Within one (1) Business Day of the date hereof, YZi Labs shall take all actions necessary or appropriate to terminate its Consent Solicitation,

withdraw the Books and Records Demands and the Record Date Request, and make all necessary filings with the SEC with respect to the foregoing.

(b)

Effective immediately following the execution and delivery of this Agreement by the parties, the Board and all applicable committees

thereof shall take (or shall have taken) all necessary actions to (i) increase the size of the Board to six (6) directors and (ii) appoint

Ling “Ella” Zhang, Alex Odagiu, and Matthew Roszak (the “YZi Labs Directors”) to the Board, in

each case to serve until the 2026 Special Meeting in lieu of Annual Meetings (the “2026 Annual Meeting”) and

until their successors are elected and qualified.

(c)

Following the appointment of the YZi Labs Directors, the members of the Board and YZi Labs shall promptly engage in discussions about

the Board’s composition. As promptly as practicable following such discussions, but in any event by no later than ninety days after

the date hereof (as such date may be extended in good faith by mutual written agreement of the Continuing Directors and YZi Labs, such

agreement not to be unreasonably withheld, conditioned or delayed), the Board shall increase the size of the Board by one (1) director

and appoint a new Independent Director who shall be mutually agreeable (such agreement not to be unreasonably withheld, conditioned or

delayed) to the Continuing Directors and YZi Labs (the “Mutual Director” and, together with the YZi Labs Directors,

the “New Directors”). The appointment of the Mutual Director shall be subject to such individual’s completion

of the Board’s standard review process for non-management directors of the Company, including completing (x) interviews with the

Nominating & Governance Committee (the “Nominating Committee”), (y) the Company’s director candidate

questionnaire substantially in the form completed by the Continuing Directors (and responding to any reasonable questions in respect

thereof), and (z) an appropriate background check (collectively, the “Evaluation Materials”). If requested

by a proposed Mutual Director, the Company shall enter into a confidentiality agreement with such candidate with respect to his or her

Evaluation Materials in substantially the same form entered into by the YZi Labs Directors prior to the date hereof (such agreement,

the “Evaluation Materials Confidentiality Agreement”). In the event that the Mutual Director is appointed after

the filing of the Company’s definitive proxy statement for the 2026 Annual Meeting (the “2026 Proxy Statement”)

and less than fourteen (14) calendar days prior to the 2026 Annual Meeting, then he or she shall be appointed effective as of the conclusion

of the 2026 Annual Meeting. In the event that the Mutual Director is appointed after the filing of the 2026 Proxy Statement and fourteen

(14) or more calendar days prior to the 2026 Annual Meeting, then, upon YZi Labs’ request, the Company shall promptly take all

actions reasonably necessary to include the Mutual Director in the Company’s slate of nominees for election as a director at the

2026 Annual Meeting, including supplementing or amending the 2026 Proxy Statement, to the extent permitted by applicable law.

(d)

(i)

The Company agrees that (x) the Board shall include solely the Continuing Directors and the New Directors (including the Mutual Director

and any directors appointed pursuant to Section 1(g)) who are appointed to the Board prior to the filing of the 2026 Proxy Statement

in the Company’s slate of nominees for election as a director at the 2026 Annual Meeting or in accordance with the last sentence

of Section 1(c), with a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual

Meeting”), (y) the Board shall recommend that the stockholders of the Company vote to elect such slate of nominees and

(z) the Company shall solicit proxies in favor of the election of, and otherwise support the election of such slate of nominees in a

manner no less rigorous and favorable than its past practices for prior nominees for election at an annual meeting.

(ii)

The Company agrees that until the Termination Date (as defined below), (x) the Board shall include the New Directors in the Company’s

slate of director nominees for election at each meeting of stockholders at which director candidates are to be elected, (y) the Board

shall recommend that the stockholders of the Company vote to elect the New Directors and (z) the Company shall solicit proxies in favor

of the election of, and otherwise support the election of, the New Directors in a manner no less rigorous and favorable than the manner

in which the Company supports its other nominees for election at such meeting.

(e)

Until the Termination Date, so long as YZi Labs beneficially owns at least 4.99% of the then outstanding shares of Common Stock, subject

to adjustment for stock splits, reclassifications, combinations and similar adjustments, if any YZi Labs Director ceases to be a director,

YZi Labs shall, in consultation with the Nominating Committee, have the ability to recommend to the Board a replacement director, and

the Board shall appoint, as promptly as practicable following completion of the Board’s and Nominating Committee’s reasonable

review of the candidate’s Evaluation Materials, a substitute Qualified Director (as defined below) reasonably acceptable to the

Board and Nominating Committee (such acceptance not to be unreasonably conditioned, withheld or delayed) (such person, a “Replacement

YZi Labs Director” and such appointment with respect to such Replacement YZi Labs Director, the “YZi Labs Director

Replacement”). A “Qualified Director” means an individual who (i) has the relevant financial

and business experience to be a director of the Company, (ii) will not result in the Board ceasing to be composed of a majority of Independent

Directors following his or her appointment, and (iii) shall not be a principal, full-time consultant, employee, or officer of YZi Labs

or its Affiliates or Controlled Associates unless the director being replaced by such person is a principal, full-time consultant, employee,

or officer of YZi Labs or its Affiliates or Controlled Associates (a “YZi Labs Affiliated Person”). Effective

upon any YZi Labs Director Replacement, such Replacement YZi Labs Director shall be deemed to be a YZi Labs Director for all purposes

under this Agreement. Each proposed Qualified Director shall cooperate with the Board, the Nominating Committee, and the Company in their

evaluation of such candidate, including completing the Evaluation Materials. For the avoidance of doubt, the shares of Common Stock underlying

the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants, each as held by YZi Labs, shall be deemed to be beneficially

owned by YZi Labs for the purposes of this Section 1(e).

(f)

If any Continuing Director ceases to be a director prior to the 2026 Annual Meeting, the remaining Continuing Directors shall, in consultation

with the other members of the Board, have the ability to recommend to the Board a replacement director and the Board shall appoint, as

promptly as practicable following completion of the Board’s and Nominating Committee’s reasonable review of the candidate’s

Evaluation Materials, a substitute Qualified Director reasonably acceptable to the other members of the Board and the Nominating Committee

(such acceptance not to be unreasonably conditioned, withheld or delayed) (such person, a “Replacement Continuing Director”

and such appointment with respect to such Replacement Continuing Director, the “Continuing Director Replacement”).

Effective upon any Continuing Director Replacement, such Replacement Continuing Director shall be deemed to be a Continuing Director

for all purposes under this Agreement. Each proposed Qualified Director shall cooperate with the Board, the Nominating Committee, and

the Company in their evaluation of such candidate, including completing the Evaluation Materials.

(g)

Until the Termination Date, the number of directors shall not exceed seven (7) directors without the prior written consent of YZi Labs,

except that if the New CEO (as defined below) is not a current member of the Board, the Board may increase its size to nine (9) directors

and appoint (i) the New CEO and (ii) an additional individual recommended to the Board by YZi Labs who (A) is reasonably acceptable to

the Continuing Directors (such acceptance not to be unreasonably conditioned, withheld or delayed), (B) completes the Evaluation Materials,

and (C) is a Qualified Director. Upon his or her appointment, the director appointed pursuant to the foregoing clause (ii) shall be deemed

to be a YZi Labs Director for all purposes of this Agreement.

(h)

The parties acknowledge and agree that each New Director, upon election or appointment to the Board, will be governed by the same protections

and obligations regarding confidentiality, conflicts of interest, related person transactions, fiduciary duties, codes of conduct, trading,

and disclosure policies, director resignation policy, stock ownership guidelines, and other governance guidelines and policies of the

Company as other directors of the Company (collectively, “Company Policies”), and shall have the same rights

and benefits, including with respect to insurance, indemnification, compensation, and fees, as are applicable to all non-management directors

of the Company; provided that any New Director serving in a non-director role with the Company shall, during such service, be

subject to any additional or different Company Policies, and have such different rights and benefits, that are appropriate for such a

director in such role. YZi Labs acknowledges and agrees that (i) each YZi Labs Director shall recuse himself or herself from any Board

or committee meeting in the event there is an actual or potential conflict of interest between YZi Labs, a Restricted Person or such

YZi Labs Director, on the one hand, and the Company, on the other hand, based on the advice of Company counsel, provided that

the parties acknowledge and agree that matters relating to the Company’s BNB treasury strategy generally, the Rights Agreement

generally (including any amendments, modifications or other changes thereto) or the rights of shareholders of the Company generally,

in each case in and of themselves, absent matters specifically relating to YZi Labs, a Restricted Person or such YZi Labs Director, shall

not be deemed to give rise to any such actual or potential conflict of interest, and no YZi Labs Director shall be required to recuse

him or herself from any Board or committee meeting on the basis of such meeting involving any of the foregoing matters, absent matters

specifically relating to YZi Labs, a Restricted Person or such YZi Labs Director, and (ii) the Board may restrict a New Director’s

access to information of the Company to the same extent it would for any other director of the Company with similar circumstances, in

accordance with applicable law and policies of the Board. The Company acknowledges and agrees that (i) no Company Policy shall be violated

by any YZi Labs Director receiving compensation, indemnification and/or reimbursement of expenses from YZi Labs or a Restricted Person;

provided that the YZi Labs Directors neither accept nor receive compensation, indemnification or reimbursement of expenses from

YZi Labs or a Restricted Person with respect to any YZi Labs Director’s service or action as a director, officer or other Representative,

if applicable, of the Company, and (ii) for the avoidance of doubt, YZi Labs is an entity and not a member of the Board, and neither

YZi Labs nor any Restricted Person (except the YZi Labs Directors) shall be bound by the Company Policies, including with respect to

trading in the Company’s securities, solely as a result of any YZi Labs Director’s appointment to, or service on, the Board.

Any YZi Labs Director who is a YZi Labs Affiliated Person may provide confidential information of the Company to YZi Labs for the sole

purpose of assisting such YZi Labs Director in his or her role as a director of the Company (but not in any other role with the Company

or its subsidiaries), subject to the terms of a confidentiality agreement that YZi Labs and the Company are entering into simultaneously

with this Agreement (the “Confidentiality Agreement”) with respect to such confidential information.

(i)

Subject to the Company’s committee charters, Nasdaq rules, and applicable laws, the Board shall give each New Director who is an

Independent Director the same due consideration for membership to any committee of the Board as any other Independent Director. The Board

shall not establish an executive committee or any other new committee of the Board after the date of this Agreement and until the Termination

Date unless at least one YZi Labs Director is appointed to serve as a member thereof unless (i) such committee’s mandate includes

a matter on which there is an actual or potential conflict of interest between YZi Labs, a Restricted Person or each YZi Labs Director,

on the one hand, and the Company, on the other hand, based on the advice of Company counsel, provided that the parties acknowledge

and agree that matters relating to the Company’s BNB treasury strategy generally, the Rights Agreement generally (including any

amendments, modifications or other changes thereto) or the rights of shareholders of the Company generally, in each case in and of themselves,

absent matters specifically relating to YZi Labs, a Restricted Person or such YZi Labs Director, shall not be deemed to give rise to

any such actual or potential conflict of interest, or (ii) such committee is required by applicable law or listing standards to include

only Independent Directors and solely to the extent that at such time no YZi Labs Director is considered an Independent Director.

(j)

The Chairman of the Board shall be selected by the Board in accordance with the requirements of the Bylaws.

CEO Search Committee and Related Matters.

(a)

Within three (3) Business Days after the date hereof, the Board shall take all action necessary to form a Chief Executive Officer Search

Committee (the “CEO Search Committee”) that shall use its reasonable best efforts to conduct a search to identify

candidates, and otherwise assist the Board in selecting, the Company’s next chief executive officer (the “New CEO”)

as promptly as practicable and in any event by the earlier of (i) the Company’s 2026 Annual Meeting and (ii) August 31, 2026. The

CEO Search Committee shall consist of (x) the Mutual Director (upon his or her appointment), (y) two of the YZi Labs Directors, and (z)

two Continuing Directors. The Mutual Director shall serve as the chair of the CEO Search Committee for so long as he or she is a member

of the Board; provided that until the appointment of the Mutual Director to the Board, a YZi Labs Director shall serve as the

interim chair of the CEO Search Committee. The CEO Search Committee may be disbanded by the Board following the selection of the New

CEO.

(b)

The CEO Search Committee shall use its best efforts to identify New CEO candidates with cryptocurrency experience and to conduct a market-standard

CEO search, with market-standard compensation set in consultation with the Compensation Committee of the Board (the “Compensation

Committee”) and its compensation consultant, Pearl Meyer & Partners, LLC, subject to the approval of the Board. The

CEO Search Committee shall consider any candidates suggested by YZi Labs in good faith, including Mr. Odagiu.

(c)

Appointment of the New CEO shall require, in addition to the approval of a majority of the then-serving members of the Board, the approval

of (i) at least one YZi Labs Director and (ii) at least one Continuing Director; provided that the approvals set forth in clauses

(i) and (ii) shall not be required if two New CEO candidates have been recommended for appointment by the CEO Search Committee and failed

to receive such approval from at least one YZi Labs Director or at least one Continuing Director, as applicable.

(d)

During the period from the date hereof until at least the appointment of the New CEO, Mr. Odagiu shall serve as Interim President of

the Company reporting directly to the Board, subject to removal by the Board for cause (which shall have a customary meaning, and shall

have the meaning set forth in any employment or consulting agreement with Mr. Odagiu if one is entered into). The responsibilities of

the Interim President shall be determined by the Board on the date hereof following the execution and delivery of this Agreement, and

as previously approved by YZi Labs.

Voting Commitment. Until the Termination Date, YZi Labs shall, or shall cause the Restricted Persons to, (a) appear in person

or by proxy at each Stockholder Meeting and (b) vote, or deliver consents or consent revocations with respect to, all Voting Securities

over which YZi Labs or its Affiliates has the right to vote (or to direct be voted), as of the applicable record date, in accordance

with the Board’s recommendations with respect to all proposals submitted to stockholders at such Stockholder Meeting other than

proposals with respect to an Extraordinary Transaction, in each case as the Board’s recommendation is set forth in the definitive

proxy statement, consent solicitation statement, or revocation solicitation statement filed by the Company in respect of such Stockholder

Meeting. Notwithstanding the foregoing, in the event that each of the voting recommendations published by Institutional Stockholder Services,

Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”), or any successors thereto,

differs from the Board’s recommendation with respect to any proposal (other than proposals to elect, remove or replace directors

or proposals to change the size of the Board) submitted to stockholders at any Stockholder Meeting, YZi Labs and the Restricted Persons

shall be permitted to vote, or deliver consents or consent revocations with respect to, any shares beneficially owned by YZi Labs or

such Restricted Person in accordance with such ISS and Glass Lewis recommendations. Each of YZi Labs and such Restricted Person shall

use commercially reasonable efforts (including by calling back loaned out shares so long as the Company has provided YZi Labs with at

least seven (7) days’ prior written notice of the applicable record date) to ensure that YZi Labs or such Restricted Person has

voting power for all Voting Securities beneficially owned by it on the record date for each Stockholder Meeting (except for any shares

underlying unexercised Convertible Securities). Upon the Company’s written request, YZi Labs shall provide the Company with written

confirmation and evidence of its compliance with this Section 3 no later than two (2) Business Days following such request.

Standstill. Prior to the Termination Date, except as otherwise provided in this Agreement, without the prior written consent

of the Board, YZi Labs shall not, and shall cause the Restricted Persons not to, directly or indirectly:

(a)

acquire, offer or seek to acquire, agree to acquire, or acquire rights or options to acquire (except by way of stock dividends or other

distributions or offerings made available to holders of Voting Securities generally on a pro rata basis or pursuant to an Extraordinary

Transaction approved by the Board), whether by purchase, tender or exchange offer, through the acquisition of control of another person,

by joining a group, through swap or hedging transactions or otherwise, any Voting Securities (other than through a broad-based market

basket or index), any voting rights decoupled from the underlying Voting Securities, or any derivative securities, contracts or instruments

in any way related to the price of any securities of the Company or any assets or liabilities of the Company; provided that the

foregoing shall not prohibit or restrict (i) the beneficial ownership of or the issuance of any shares of Common Stock issuable upon

the exercise of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants in accordance with their terms, each

as held by YZi Labs as of the date of this Agreement, and (ii) any Voting Securities acquired by YZi Labs or any Restricted Person directly

from the Company in any transaction approved by the Board, including, without limitation, any private placement of public equity or other

similar transaction;

(b)

sell, assign, or otherwise transfer or dispose of any Voting Securities, or any rights decoupled from such shares, beneficially owned

by them, other than in open market sale transactions where the identity of the purchaser is not known or in underwritten widely-dispersed

public offerings, to any Third Party that, to YZi Labs’ or any Restricted Persons’ knowledge (after reasonable due inquiry),

would result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial

or other ownership interest of, in the aggregate, more than 4.9% of the shares of Common Stock outstanding at such time or would increase

the beneficial ownership interest of any Third Party who, together with its Affiliates and Associates, has a beneficial or other ownership

interest of, in the aggregate, more than 4.9% of the shares of Common Stock outstanding at such time (except, in each case, in a transaction

approved by the Board or to Schedule 13G filers that are mutual funds, pension funds, index funds or investment fund managers with no

known history of activism or known plans to engage in activism), in each case without giving effect to any beneficial ownership limitation

in any Convertible Securities;

(c)

(i) other than pursuant to Section 1, nominate, recommend for nomination or give notice of an intent to nominate or recommend

for nomination a person for election at any Stockholder Meeting at which the Company’s directors are to be elected; (ii) initiate,

knowingly encourage, assist or participate in any solicitation of proxies, consents or consent revocations in respect of any election

contest or removal contest with respect to the Company’s directors; (iii) submit, initiate, make or be a proponent of any stockholder

proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) initiate, knowingly encourage, assist

or participate in any solicitation of proxies, consents or consent revocations in respect of any stockholder proposal for consideration

at, or other business brought before, any Stockholder Meeting; (v) initiate, knowingly encourage, assist or participate in any “withhold”

or similar campaign with respect to any proposal for consideration at, or other business brought before, any Stockholder Meeting; or

(vi) call or seek to call, or request the call of, or initiate a consent solicitation or consent revocation solicitation with respect

to, or request the fixing of a record date for, alone or in concert with others, any Stockholder Meeting, whether or not such a Stockholder

Meeting is permitted by the Articles of Incorporation of the Company, as amended (as may be amended from time to time, the “Charter”),

or the Bylaws, including any “town hall” meeting;

(d)

form, join or in any way participate in any group or agreement of any kind with respect to any Voting Securities, other than any such

group or agreement that is solely among YZi Labs, the YZi Labs Key Person, and one or more Restricted Person(s) who do not beneficially

own any Voting Securities (other than the person(s) included on Schedule I, so long as such person’s beneficial ownership

of Voting Securities is limited to his or her beneficial ownership as of the date hereof and beneficial ownership acquired in compliance

with Section 4(a) as if it were applicable to him or her) and agree in writing to be bound by the terms and conditions of this

Agreement as if they were a party hereto;

(e)

grant any proxy, consent or other authority to vote with respect to any Stockholder Meeting other than to the named proxies included

in the Company’s proxy card, consent card, or consent revocation card;

(f)

deposit any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with respect to the

voting thereof, other than (i) any such voting trust, arrangement, or agreement that is solely among YZi Labs, the YZi Labs Key Person,

and one or more Restricted Person(s) who do not beneficially own any Voting Securities (other than the person(s) included on Schedule

I, so long as such person’s beneficial ownership of Voting Securities is limited to his or her beneficial ownership as of the

date hereof and beneficial ownership acquired in compliance with Section 4(a) as if it were applicable to him or her) and agree

in writing to be bound by the terms and conditions of this Agreement as if they were a party hereto, and (ii) depositing securities in

customary brokerage accounts, margin accounts, prime brokerage accounts or similar accounts;

(g)

seek, alone or in concert with others, to amend any provision of the Charter or Bylaws;

(h)

demand an inspection of the Company’s books and records;

(i)

(i) make any proposal with respect to or (ii) make any statement or otherwise seek to encourage, advise or assist any person in so encouraging

or advising with respect to: (A) any change in the composition, number or term of directors serving on the Board or the filling of any

vacancies on the Board, (B) any change in the capitalization, dividend policy, treasury strategy, or share repurchase programs or practices

of the Company, (C) any other change in the Company’s management, governance, business, operations, strategy, corporate structure,

affairs or policies, (D) any Extraordinary Transaction, (E) any waiver, modification, amendment, or termination of the Rights Agreement

or any other material agreement of the Company; (F) causing a class of securities of the Company to be delisted from, or to cease to

be authorized to be quoted on, any securities exchange, or (G) causing a class of equity securities of the Company to become eligible

for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(j)

initiate, make, or in any way participate, in any Extraordinary Transaction or make any proposal, either alone or in concert with others,

to the Company or the Board that would reasonably be expected to require a public announcement or disclosure regarding any such matter,

provided that the foregoing shall not prohibit or restrict YZi Labs or any Restricted Person from voting any securities of the

Company on any such Extraordinary Transaction or proposal as otherwise permitted by and in accordance with this Agreement;

(k)

effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or knowingly facilitate any other

person to effect or seek, offer or propose to effect or participate in, any (i) material acquisition of any assets or businesses of the

Company or any of its subsidiaries; (ii) tender offer or exchange offer, merger, acquisition, share exchange or other business combination

involving any Voting Securities or any of the material assets or businesses of the Company or any of its subsidiaries; or (iii) recapitalization,

restructuring, liquidation, dissolution or other material transaction with respect to the Company or any of its subsidiaries or any material

portion of its or their businesses; provided that, for the avoidance of doubt, this Section 4(k) does not prohibit or restrict

YZi Labs or any Restricted Person from transacting in BNB or other assets that are in the category of the Company’s assets in the

ordinary course through open market purchases;

(l)

seek to advise, knowingly influence or knowingly encourage any person with respect to the voting of (or execution of a written consent

in respect of) or disposition of any securities of the Company (other than any advice, influence or encouragement that is consistent

with the voting commitment of YZi Labs as set forth in Section 3);

(m)

disclose any vote, delivery of consents or consent revocations, or failure to deliver consents or consent revocations, as applicable,

by YZi Labs against the voting recommendations of the Board in connection with a Stockholder Meeting;

(n)

enter into any negotiations, agreements or understandings with any Third Party with respect to any of the foregoing, or advise, assist,

encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause any

action inconsistent with any of the foregoing;

(o)

publicly make or in any way publicly advance any request or proposal that the Company or the Board amend, modify or waive any provision

of this Agreement; or

(p)

take any action challenging the validity or enforceability of this Section 4 or this Agreement unless the Company is challenging

the validity or enforceability of this Agreement or as otherwise in accordance with Section 6(c);

provided,

however, that the restrictions in this Section 4 shall not prevent YZi Labs and the Restricted Persons from (i) making

any factual statement or public disclosure to the extent required by applicable legal process, subpoena or legal requirement from any

Governmental Authority with competent jurisdiction over the party from whom information is sought so long as such request did not arise

as a result of any action by YZi Labs or any Restricted Person, (ii) communicating privately with the Company’s directors, officers

or legal counsel so long as such private communications would not reasonably be expected to trigger public disclosure obligations for

any party, (iii) stating how it or they intend to vote and the reasons therefor on any Extraordinary Transaction that each of the YZi

Labs Directors have voted “against” in his or her capacity as a director and has been publicly submitted for the approval

of the Company’s stockholders, subject to the limitations set forth in Section 5, or (iv) tendering shares, receiving payment

for shares or otherwise participating in any Extraordinary Transaction on the same basis as the other stockholders of the Company, or

participating in any Extraordinary Transaction that has been approved by the Board. For the avoidance of doubt, nothing in this Agreement,

including this Section 4, shall be deemed to limit or restrict the exercise in good faith by the New Directors of their fiduciary

duties in their capacities as a director of the Company.

For

the avoidance of doubt, the parties acknowledge and agree that no person shall be deemed to have formed, joined or participated in any

group, agreement, voting trust, voting arrangement or similar arrangement with respect to Voting Securities solely as a result of: (i)

the service by any New Director or Continuing Director on the Board or any committee thereof, (ii) any New Director’s or Continuing

Director’s participation in Board or committee deliberations or voting, or (iii) YZi Labs and the Restricted Persons voting in

accordance with their obligations under Section 3.

Mutual Non-Disparagement. Until the Termination Date, without the prior written consent of the other party, neither party

shall, nor shall it permit any of its Representatives to, directly or indirectly, make any public or private statement or speak to any

member of the media in a manner that undermines, disparages or otherwise reflects detrimentally on the other party, its subsidiaries,

their respective businesses, or their respective current or former directors, officers, or employees. A statement in breach of this Section

5 shall only be deemed to be made by the Company if made by a member of the Board or senior management team (other than any YZi Labs

Director or person acting at the direction thereof, but including members of the Company’s investor relations team) authorized

to make such statement. A statement in breach of this Section 5 shall only be deemed to be made by YZi Labs if made by the YZi

Labs Key Person or a director or partner of YZi Labs, or by a full-time consultant or employee of YZi Labs, or an Affiliate or Associate

of YZi Labs, authorized to make such statement. The restrictions in this Section 5 shall not (a) apply (i) to any compelled testimony

or production of information, whether by legal process, subpoena, or as part of a response to a request for information from any governmental

or regulatory authority with jurisdiction over the party from whom information is sought, in each case to the extent required, or (ii)

to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable

law, rules or regulations; (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel,

to be violations of Federal law or regulation to any Governmental Authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated

thereunder, (c) apply to any private communications among YZi Labs, the Restricted Persons and their respective Representatives (in their

respective capacities as such), (d) apply to any private communications among the Company and its Affiliates, and their respective Representatives

(in their respective capacities as such), or (e) apply to any private communications between any of the persons listed in (c), on the

one hand, and (d), on the other hand. Notwithstanding anything to the contrary contained in this Section 5, this Section 5

shall not apply to any statement with respect to 10X Capital (as defined below) or its current or former directors, officers, agents,

advisors, representatives or control party or parties in their capacity as such.

Mutual Release and No Litigation.

(a)

Effective upon the execution and delivery of this Agreement by the parties, YZi Labs, on behalf of itself, its Affiliates and Associates,

and the other Restricted Persons (collectively, the “YZi Releasing Parties”), release and forever discharge

the Company, its Affiliates and Associates, and its and their respective current directors, officers, agents, advisors, attorneys, and

other Representatives (collectively, the “Company Released Persons”) from any and all liabilities, claims,

counterclaims, demands (including demands for investigation), suits, judgments, proceedings, attorneys’ fees, costs, interest,

compensatory damages, exemplary damages, injuries, causes of action, and losses of any kind, known or unknown, fixed or contingent, whether

made or to be made directly or derivatively, whether at law or at equity or otherwise, whether under the laws or rules of the United

States or any U.S. state or territory, or under the laws or rules of any non-U.S. country or territory (each a “Claim,”

and collectively, “Claims”), arising from events occurring prior to the date hereof that any of the YZi Releasing

Parties have ever had or now have against the Company Released Persons. Notwithstanding the foregoing, the Company Released Persons shall

not include 10X Capital Asset Management LLC, 10X BNB Cayman Sponsor, 10X Capital Partners LLC, or any of their Affiliates or Controlled

Associates (collectively, “10X Capital”) or their respective current or former directors, officers, agents,

advisors, representatives or control party or parties in their capacity as such (it being acknowledged and agreed that the Company shall

not be an Affiliate or Associate of such persons if it would otherwise be determined to be so).

(b)

Effective upon the execution and delivery of this Agreement by the parties, the Company, on behalf of itself and its Affiliates and Associates

(collectively, the “Company Releasing Parties”), releases and forever discharges YZi Labs, its Affiliates and

Associates, the Restricted Persons, and its and their respective current directors, officers, agents, advisors, attorneys and other Representatives

(collectively, the “YZi Labs Released Persons”) from any and all Claims arising from events occurring prior

to the date hereof that the Company Releasing Parties have ever had or now have against any of the YZi Labs Released Persons.

(c)

Each party hereby covenants and agrees that, prior to the Termination Date, it shall not, and shall not permit any of its Representatives

to, directly or indirectly, alone or in concert with others, encourage, pursue, or assist any other person to threaten or initiate any

Claim of any kind, including any proceeding before any Governmental Authority (each, a “Legal Proceeding”),

against the other party or any of its Representatives based on information known or unknown as of the date of this Agreement, except

for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement or any other agreement between YZi

Labs (or its Representatives) and the Company (or its Representatives), (b) counterclaims with respect to any proceeding initiated by

or on behalf of one party or its Affiliates against the other party or its Affiliates or (c) any Legal Proceeding with respect to claims

of fraud in connection with, arising out of or related to this Agreement or any other agreement between YZi Labs (or its Representatives)

and the Company (or its Representatives); provided, however, that the foregoing shall not prevent any party or any of its

Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative

demands or similar processes (each, a “Legal Requirement”) in connection with any Legal Proceeding if such

Legal Proceeding has not been initiated by, on behalf of, or at the direct or indirect suggestion of such party or any of its Representatives;

provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, such party

shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited).

Each party represents and warrants that neither it nor any of its Representatives or assignees has filed any Legal Proceeding against

the other party.

Public Statements; SEC Filings.

(a)

Within one (1) Business Day following the date of this Agreement, the Company and YZi Labs shall issue a joint press release (the “Press

Release”) announcing this Agreement, substantially in the form attached hereto as Exhibit A. Prior to the issuance

of the Press Release, neither the Company nor YZi Labs nor any Restricted Person shall issue any press release or public announcement

regarding this Agreement, or take any action that would require public disclosure thereof by any party, without the prior written consent

of the other party.

(b)

Within two (2) Business Days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K setting

forth a brief description of the terms of this Agreement and appending this Agreement as an exhibit thereto (the “Form 8-K”).

The Form 8-K shall be consistent with the terms of this Agreement and the Press Release. The Company shall provide YZi Labs and its Representatives

with a reasonable opportunity to review and comment on the Form 8-K prior to it being filed with the SEC and consider in good faith any

comments of YZi Labs and its Representatives.

(c)

Within two (2) Business Days following the date of this Agreement, YZi Labs and the other members of the Consent Solicitation Group shall

file with the SEC an amendment to their Schedule 13D setting forth a brief description of the terms of this Agreement, appending this

Agreement as an exhibit thereto, and reporting the disbandment of the Consent Solicitation Group (the “Schedule 13D Amendment”).

The Schedule 13D Amendment shall be consistent with the terms of this Agreement and the Press Release. YZi Labs shall provide the Company

and its Representatives with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to it being filed with

the SEC and consider in good faith any comments of the Company and its Representatives.

(d)

Except for the issuance of the Press Release and the filing of the Form 8-K and the Schedule 13D Amendment (and a related filing on DFAN14A),

no party shall issue any press release or other public statement (including in any filing required under the Exchange Act) about the

subject matter of this Agreement, except as required by law, Legal Requirement or applicable stock exchange listing rules or with the

prior written consent of the other party and otherwise in accordance with this Agreement.

Affiliates and Controlled Associates. Each party shall instruct its or their respective Affiliates and Controlled Associates

to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Controlled

Associate. A breach of this Agreement by an Affiliate or Controlled Associate of a party, if such Affiliate or Controlled Associate is

not a party to this Agreement, shall be deemed to occur if such Affiliate or Controlled Associate engages in conduct that would constitute

a breach of this Agreement if such Affiliate or Controlled Associate was a party to the same extent as a party to this Agreement.

Representations and Warranties.

(a)

YZi Labs represents and warrants that it has full power and authority to execute, deliver and carry out the terms and provisions of this

Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly executed and delivered

by it, constitutes a valid and binding obligation and agreement of it and is enforceable against it in accordance with its terms, except

as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar

laws generally affecting the rights of creditors and subject to general equity principles. YZi Labs represents that (i) the execution

of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each

case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents

of it as currently in effect and (ii) the execution, delivery and performance of this Agreement by it does not and will not (A) violate

or conflict with any law, rule, regulation, order, judgment or decree applicable to it or (B) result in any breach or violation of or

constitute a default under or pursuant to (or an event which with notice or lapse of time or both could constitute such a breach, violation

or default), or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation

of, any organizational document, agreement, contract, commitment, understanding or arrangement to which it is a party or by which it

is bound. YZi Labs represents, warrants, and agrees that neither it nor any of its Affiliates or Controlled Associates (i) has paid or

will pay any compensation to any of the New Directors (or any replacement director of any YZi Labs Director) or any other member of the

Board regarding such person’s service on the Board or any committee thereof, or (ii) has or will have any agreement, arrangement

or understanding, written or oral, with any of the New Directors (or any replacement director of any YZi Labs Director) regarding such

person’s service on the Board or any committee thereof. YZi Labs represents and warrants that, as of the date of this Agreement,

it beneficially owns an aggregate of 2,150,481 shares of Common Stock, consisting of 2,150,481 shares of Common Stock held directly,

7,750,510 Pre-Funded Warrants to acquire Common Stock, 9,900,991 Stapled Warrants to acquire Common Stock, and 3,564,359 Strategic Advisor

Warrants to acquire Common Stock.

(b)

The Company hereby represents and warrants that it has the power and authority to execute, deliver and carry out the terms and provisions

of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly authorized,

executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against

the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,

moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.

The Company represents and warrants that (i) the execution of this Agreement, the consummation of any of the transactions contemplated

hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result

in a breach or violation of the organizational documents of the Company as currently in effect and (ii) the execution, delivery and performance

of this Agreement by the Company does not and will not (A) violate or conflict with any law, rule, regulation, order, judgment or decree

applicable to the Company or (B) result in any breach or violation of or constitute a default under or pursuant to (or an event which

with notice or lapse of time or both could constitute such a breach, violation or default), or result in the loss of a material benefit

under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or material agreement,

contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. The Company further represents

and warrants to YZi Labs that (i) the form of director questionnaire completed by the New Directors prior to the date hereof is substantially

identical to the director questionnaire completed by Annemarie Tierney, Carly Howard and Glenn Tyranski and (ii) no amendments, modifications

or changes have been made to the Bylaws since December 29, 2025, except as have been previously shared with and approved by YZi Labs.

10.

Expenses. Each party shall bear its own costs, fees and expenses incurred in connection with this Agreement and the transactions

contemplated hereby.

11.

Termination.

(a)

This Agreement shall remain in effect until the earlier of (such effective date of termination, the “Termination Date”):

(i)

the date that is one month before the last day upon which nominations of candidates for election as a director to the Board may be made

pursuant to the Bylaws (the “Nomination Deadline”) with respect to the Company’s 2029 Annual Meeting

of Stockholders, and

(ii)

120 days prior to the third anniversary of the 2026 Annual Meeting;

provided

that this Agreement shall terminate (a) one month before the Nomination Deadline with respect to the Company’s 2027 Annual Meeting

if the Company has not notified YZi Labs that a majority of the members of the Board other than the YZi Labs Directors have irrevocably

offered to renominate each of the then serving YZi Labs Directors for election at the 2027 Annual Meeting and (b) one month before the

Nomination Deadline with respect to the Company’s 2028 Annual Meeting of Stockholders (the “2028 Annual Meeting”)

unless (I) the Company has notified YZi Labs that a majority of the members of the Board other than the YZi Labs Directors have irrevocably

offered to renominate each of the then serving YZi Labs Directors for election at the 2028 Annual Meeting and (II) a majority of such

YZi Labs Directors consent to such renomination.

(b)

Notwithstanding anything to the contrary in this Agreement:

(i)

the obligations of YZi Labs and the Restricted Persons (A) pursuant to Sections 1, 3, 4, 5, and 7(d)

shall terminate in the event that the Company materially breaches its obligations to YZi Labs pursuant to Section 1, 5

or 7(d) or the representations and warranties in Section 9(b) of this Agreement and such breach (if capable of being cured)

has not been cured within ten (10) calendar days following written notice of such breach from YZi Labs, or, if impossible to cure within

ten (10) calendar days, the Company has not taken substantive action to correct within ten (10) calendar days following written notice

of such breach from YZi Labs; and (B) pursuant to Section 6(c) shall terminate immediately in the event that the Company materially

breaches its obligations to YZi Labs under Section 6(c); and

(ii)

the obligations of the Company to YZi Labs (A) pursuant to Sections 1, 2, 5 and 7(d) shall terminate in the

event that YZi Labs or a Restricted Person materially breaches its or their obligations in Sections 1, 3, 4, 5,

or 7(d) or the representations and warranties in Section 9(a), and such breach (if capable of being cured) has not been

cured within ten (10) calendar days following written notice of such breach, or, if impossible to cure within ten (10) calendar days,

YZi Labs or such Restricted Person has not taken substantive action to correct within ten (10) calendar days following written notice

of such breach from the Company; and (B) pursuant to Section 6(c) shall terminate immediately in the event that YZi Labs or any

Restricted Person materially breaches its obligations under Section 6(c).

(c)

If this Agreement is terminated in accordance with this Section 11, this Agreement shall forthwith become null and void, but no

termination shall relieve either party from liability for any breach of this Agreement prior to such termination, and Sections 6(a),

6(b) and 11 through 15 shall survive the termination of this Agreement.

12.

Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this

Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt;

(b) upon sending, if sent by electronic mail to the electronic mail addresses below, with confirmation of receipt from the receiving

party by electronic mail; (c) one (1) Business Day after being sent by a nationally recognized overnight carrier to the addresses set

forth below; or (d) when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt:

If to the Company:

with mandatory copies (which shall not constitute

notice) to:

CEA Industries Inc.

Sidley Austin LLP

385 South Pierce Avenue, Suite C

787 Seventh Avenue

Louisville, Colorado 80027

New York, NY 10019

Attn:

Diane Carman

Attn:

Kai H.E. Liekefett

Email:

[***]@ceaindustries.com

Jessica Wood

Eric S. Goodwin

Email:

[***]@sidley.com

If to YZi Labs:

with mandatory copies (which shall not constitute notice)

to:

YZILabs Management Ltd.

Olshan Frome Wolosky LLP

2 Fl, Water’s Edge Bldg, Wickhams Cay

1325 Avenue of the Americas

Road Town, Tortola, D8, VG 110

New York, NY 10019

Attn:

Legal Team

Attn:

Andrew Freedman

Email:

[***]@yzilabs.com

Rebecca L. Van Derlaske

Email:

[***]@olshanlaw.com

13.

Governing Law; Jurisdiction; Arbitration; Jury Waiver.

(a)

This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise),

shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to its conflict of laws

principles.

(b)

Subject to the provisions set forth in Section 13(c) below, the parties agree that exclusive jurisdiction and venue for any Legal

Proceeding arising out of or related to this Agreement shall exclusively lie in the United States District Court for the Southern District

of New York, or, if such court does not have subject matter jurisdiction, any other court located within New York County, New York. Each

party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits

to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and

agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient

forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof delivered to it by

certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 12.

Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY

HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(c)

Notwithstanding the provisions of Section 13(b), at the election of either party, a dispute arising out of or related to this

Agreement (whether for breach of contract, tortious conduct or otherwise) shall be finally settled under the Rules of Arbitration of

the International Chamber of Commerce (the “ICC Rules”) by three arbitrators appointed in accordance with the

ICC Rules. In the event of such election, the parties agree that, (i) the Emergency Arbitrator Provisions shall not apply, (ii) the language

of the arbitration, including all proceedings and hearings, shall be English, (iii) the form of the arbitration shall be virtual hearings,

unless otherwise agreed to by the parties in writing, and (iv) either party may seek interim, conservatory, or preliminary relief in

aid of arbitration from any court of competent jurisdiction, and any such application shall not be deemed incompatible with, or a waiver

of, this agreement to arbitrate. The arbitral tribunal shall have no authority to award attorneys fees or punitive, exemplary or treble

damages, except as expressly set forth in Section 13(d) below.

(d)

Notwithstanding anything to the contrary contained in this Agreement, in the event that an arbitral tribunal or court of competent jurisdiction

determines in a final, nonappealable order that this Agreement has been breached by YZi Labs as a result of the actions, or non-actions,

of the YZi Labs Key Person or of tortious interference by the YZi Labs Key Person, then, in addition to any other applicable damages,

YZi Labs will reimburse the Company for its actual and documented costs and expenses (including, without limitation, reasonable legal

fees and expenses) incurred in connection with such Legal Proceeding or arbitration.

14.

Specific Performance. Each party to this Agreement acknowledges and agrees that the other party would be irreparably injured

by an actual breach of this Agreement by the first-mentioned party or its Representatives and that monetary remedies would be inadequate

to protect either party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to

any other rights and remedies otherwise available to the parties under this Agreement, each party shall be entitled to equitable relief

by way of injunction or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief,

without the necessity of posting a bond or other security, if the other party or any of its Representatives breaches or threatens to

breach any provision of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement but

shall be in addition to all other remedies available at law or equity to the non-breaching party.

15.

Certain Definitions and Interpretations. As used in this Agreement: (a) the terms “Affiliate” and

“Associate” (and any plurals thereof) and “control” have the meanings ascribed to

such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time

prior to the Termination Date become Affiliates or Associates of any applicable person or entity referred to in this Agreement; provided,

however, that the terms “Associate” or “Controlled Associate” shall refer only to Associates controlled,

directly or indirectly, by the Company, YZi Labs or a Restricted Person and other Associates acting at the direction of or on behalf

of the Company, YZi Labs or a Restricted Person; provided, further, that, for purposes of this Agreement, none of YZi Labs nor

any Restricted Person shall be an Affiliate or Associate of the Company and the Company shall not be an Affiliate or Associate of any

of YZi Labs or any Restricted Person; (b) the terms “beneficial ownership,” “group,”

“person,” “proxy” and “solicitation” (and any plurals thereof)

have the meanings ascribed to such terms under the Exchange Act and the rules and regulations promulgated thereunder, provided

that the meaning of “solicitation” shall be without regard to the exclusions set forth in Rules 14a-1(l)(2)(iv) and 14a-2

under the Exchange Act; (c) the term “Business Day” means any day that is not a Saturday, Sunday or other day

on which commercial banks in the State of New York are authorized or obligated to be closed by applicable law; (d) the term “Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (e) the

term “Extraordinary Transaction” means any tender offer, exchange offer, merger, consolidation, acquisition,

business combination, sale, recapitalization, restructuring, or other similar transaction with a third party, in each case, that results

in a change in control of the Company, or the direct or indirect sale of all or substantially all of its assets; (f) the term “Governmental

Authority” means any federal, state, local, municipal, or foreign government and any political subdivision thereof, any

authority, bureau, commission, department, board, official, or other instrumentality of such government or political subdivision, any

self-regulatory organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules,

regulations or orders of such organization or authority have the force of law), including, but not limited to, the SEC and its staff,

and any court of competent jurisdiction; (g) the term “Independent Director” means an individual who qualifies

as an “independent director” under the applicable rules of the SEC, the rules of any stock exchange on which the Company

is traded, and the applicable governance policies of the Company; (h) the term “Representatives” means (i)

a person’s Affiliates and Controlled Associates, (ii) its and their respective directors, officers, employees, partners, members,

managers, consultants, legal or other advisors, agents and other representatives acting in a capacity on behalf of, in concert with or

at the direction of such person or its Affiliates or Controlled Associates and (iii) for the avoidance of doubt, with respect to YZi

Labs, the Restricted Persons; provided that the YZi Labs Directors (serving in their capacity as a director or otherwise) shall

not be deemed to be Representatives of the Company for purposes of this Agreement and any breach of the Company hereunder caused or approved

by the YZi Labs Directors (in any capacity) shall not be deemed to be a breach of the Company; (i) the term “Restricted Persons”

means YZi Labs and the YZi Labs Key Person, and its and their respective Affiliates and Controlled Associates; (j) the term “Rights

Agreement” means that certain Stockholder Rights Agreement, dated as of December 26, 2025, by and between the Company and

Continental Stock Transfer & Trust Company, as Rights Agent; (k) the term “SEC” means the U.S. Securities

and Exchange Commission; (l) the term “Stockholder Meeting” means each annual or special meeting of stockholders

of the Company, any adjournment, postponement, rescheduling or continuation thereof, and any action by written consent of the Company’s

stockholders in lieu of a meeting; (m) the term “Third Party” refers to any person that is not a party, a member

of the Board, a director or officer of the Company, or legal counsel to either party; (n) the term “Voting Securities”

means the Common Stock and any other Company securities entitled to vote in the election of directors, or any warrants, shares, notes,

or other securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to

the passage of time or other contingencies (such warrants, shares, notes or other securities, “Convertible Securities”);

and (o) the term “YZi Labs Key Person” means Changpeng Zhao. In this Agreement, unless a clear contrary intention

appears, (i) the word “including” (in its various forms) means “including, without limitation;” (ii) the words

“hereunder,” “hereof,” “hereto” and words of similar import are references to this Agreement as a

whole and not to any particular provision of this Agreement; (iii) the word “or” is not exclusive; (iv) references to “Sections”

in this Agreement are references to Sections of this Agreement unless otherwise indicated; and (v) whenever the context requires, the

masculine gender shall include the feminine and neuter genders.

16.

Miscellaneous.

(a)

This Agreement and the Confidentiality Agreement, including all exhibits hereto, contain the entire agreement between the parties and

supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter

hereof.

(b)

This Agreement is solely for the benefit of the parties and is not enforceable by any other persons, except that the Company Released

Persons and YZi Labs Released Persons shall be intended third party beneficiaries of Sections 6(a) and 6(b), as applicable,

for purposes of enforcing such sections and the restriction on amendments, modifications and waivers of such sections contained in Section

16(f).

(c)

This Agreement shall not be assignable by operation of law or otherwise by a party without the consent of the other party. Any purported

assignment without such consent is void ab initio. Subject to the foregoing sentence, this Agreement shall be binding upon, inure

to the benefit of, and be enforceable by and against the permitted successors and assigns of each party.

(d)

Neither the failure nor any delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver

thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right,

power or privilege hereunder.

(e)

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or

unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect

and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that

the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be

hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their reasonable best efforts to agree upon

and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or unenforceable

by a court of competent jurisdiction.

(f)

Any amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must be agreed

to in a writing signed by each party (in the case of an amendment or modification) or by the party to be bound thereby (in the case of

a waiver); provided that any amendment, modification or waiver of Sections 6(a) or 6(b) that is materially adverse

to a Company Released Person or YZi Labs Released Person shall also require such person’s prior written consent.

(g)

This Agreement may be executed in one or more textually identical counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic

mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original

graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original

signature.

(h)

The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in

any way the meaning or interpretation of this Agreement or any term or provision of this Agreement.

[Signature

Pages Follow]

WITNESS WHEREOF, each of the parties has executed this Agreement, or caused the same to be executed by its duly authorized representative,

as of the date first above written.

THE COMPANY:

CEA INDUSTRIES, INC.

By:

/s/ David Namdar

Name:

David Namdar

Title:

Chief Executive Officer

[Signature

Page to the Cooperation Agreement]

YZI LABS:

YZILABS MANAGEMENT LTD.

By:

/s/ Changpeng Zhao

Name:

Changpeng Zhao

Title:

Director

[Signature

Page to the Cooperation Agreement]

Schedule

1. Alex

Odagiu

2. Matthew

Roszak

3. Ling

“Ella” Zhang

Exhibit

Form

of Press Release

YZi

Labs and CEA Industries Reach Cooperation Agreement

Strengthen BNC Governance

YZi

Labs to End Consent Solicitation Following Governance and Leadership Agreement

Board

Appoints Ella Zhang, Alex Odagiu, Matthew Roszak, bringing additional Digital Asset Industry Expertise and BNB Ecosystem Insight

to Support Long-Term Stockholder Value

Company

to Form CEO Search Committee and Appoints YZi Labs Partner Alex Odagiu as Interim President

LOUISVILLE,

CO - June 23, 2026 — CEA Industries Inc. (Nasdaq: BNC) (“BNC” or the “Company”), a growth-oriented company

focused on managing the world’s largest corporate treasury of BNB, and YZILabs Management Ltd. (“YZi Labs”) today announced

that they have entered into a cooperation agreement dated June 23, 2026.

Highlights

of the cooperation agreement include:

Board Composition: The Board has appointed Ella Zhang, Alex Odagiu and Matthew Roszak as directors of the

Company effectively immediately. The new directors have joined BNC’s existing Board members, Carly E. Howard, Annemarie Tierney

and Glenn Tyranski. BNC and YZi Labs will jointly search for an additional independent director with extensive digital assets, capital

markets and public company governance experience.

CEO Search and Interim President: The Board will form a Chief Executive Officer Search Committee, with a focus on candidates with

significant public company and digital asset experience. Alex Odagiu will join the BNC executive team as Interim President, reporting

directly to the Board, until at least the appointment of the new Chief Executive Officer. As previously announced, David Namdar will

continue to serve in his role as Chief Executive Officer during this transition period.

Termination of Proxy Contest: YZi Labs has agreed to terminate its consent solicitation, and withdraw related books and records

demands and record date requests. YZi Labs has also agreed to adhere to other long-term customary voting commitments and standstill provisions.

“Today’s

agreement between the Board and YZi Labs reflects the kind of constructive, forward-looking collaboration that creates real value for

BNC and its stockholders,” said Carly E. Howard, Chair of the Board of CEA Industries. “Ella, Alex and Matt bring

deep, directly relevant experience across the BNB ecosystem, digital asset investing, venture building and institutional capital markets,

and we look forward to working with them and YZi Labs to support long-term stockholder value.”

“The

next generation of digital asset treasury companies will not be defined only by what they hold, but by how thoughtfully they govern,

allocate and build around those assets,” said Ella Zhang, Managing Partner and Head of YZi Labs. “BNB is compelling

because its value is tied to utility: it powers transaction fees, network participation, applications, liquidity and economic activity

across one of the world’s most active blockchain ecosystems. For BNC, the opportunity is to translate that exposure into an institutional

platform with transparency, discipline and long-term alignment. That is the work we are excited to help advance with BNC’s Board.”

Incoming

Interim President Alex Odagiu remarked, “Joining BNC at this critical time for the future of the Company and the BNB Chain is

a welcome opportunity. BNB Chain sits at the center of a rapidly expanding digital economy spanning decentralized finance, payments,

stablecoins, tokenized assets, AI-native applications and agentic finance, and BNC can serve as a public-market vehicle for disciplined,

transparent exposure to that ecosystem.”

BNC’s

Board of Directors and YZi Labs believe that a reconstituted and expanded Board, a long-term commitment from our largest shareholder

and founder of the BNB Chain, and a transparent structure for selecting long-term executive leadership, positions the Company to better

execute against that vision and build a differentiated platform at the intersection of public capital markets and the future of finance.

The

full cooperation agreement will be filed with the SEC as an exhibit to the Company’s Form 8-K and to YZi Labs’ Schedule 13D

amendment.

About

the New Directors

Ella

Zhang brings venture-building, digital asset investing and global technology leadership experience to the Board. She is Managing Partner

and Head of YZi Labs and was the founding head of Binance Labs. A Stanford GSB graduate and former Kleiner Perkins investor, Ms. Zhang

has also held leadership roles at Google and Tencent and has firsthand founder experience building AI-enabled companies. Her background

combines Silicon Valley venture discipline, Asia market insight and operating experience across emerging technology sectors.

Alex

Odagiu brings BNB ecosystem, digital asset investing and institutional finance experience to the Board. As an Investment Partner at YZi

Labs, he helps lead token, equity and strategic investments and has worked closely with founders across the BNB Chain ecosystem, including

through the Most Valuable Builder accelerator program. Earlier in his career, Mr. Odagiu worked in investment banking at Goldman Sachs

International. He holds an M.A. (Hons) in Economics and Mathematics from the University of St Andrews.

Matthew

Roszak brings decades of blockchain infrastructure, venture investing and digital asset policy experience to the Board. He is Co-Founder

and Chairman of Bloq, and Founding Partner of Tally Capital, which has backed leading blockchain and digital asset companies. He also

serves as Chairman of the Advisory Board of The Digital Chamber. Mr. Roszak’s experience spans blockchain infrastructure, institutional

adoption, digital asset policy, governance and early-stage Web3 company building.

Annual

Stockholder Meeting

CEA

Industries’ 2026 Annual Stockholder Meeting will be held on July 22, 2026. Stockholders of record as of the close of business on

the record date established by the Board of Directors will be entitled to receive notice of and vote at the Annual Meeting.

Additional

information regarding the Annual Meeting, including the matters to be considered and voting procedures, will be provided in the Company’s

proxy materials to be filed with the U.S. Securities and Exchange Commission.

About

CEA Industries Inc.

CEA

Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets,

including building and managing the world’s largest corporate treasury of BNB.

About

YZi Labs

YZILabs

Management Ltd. is a global investment firm managing over $10 billion in assets, investing across Web3, AI, and biotech. YZi Labs is

committed to strategic, transparent, and high-governance participation in the digital asset ecosystem — advancing best-in-class

oversight, operational integrity, and long-term shareholder alignment in all investment partnerships.

Forward-Looking

Statements

This

press release contains statements that constitute “forward-looking statements.” The statements in this press release that

are not purely historical are forward-looking statements which involve risks and uncertainties. BNC wishes to caution readers that these

forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors

that may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent

periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking

statements, readers should consider various risk factors, including BNC’s ability to keep pace with new technology and changing

market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the

continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Forward-looking

statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking

statements and the information in this press release are qualified in their entirety by cautionary statements and risk factor disclosures

contained in BNC’s filings with the SEC. Copies of BNC’s filings with the SEC are available on the SEC’s website at

www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except

as required by law.

Contacts

CEA

Industries Media Inquiries:

Edelman

Smithfield

CEA@edelmansmithfield.com

CEA

Industries Investor Relations:

james@haydenir.com

YZi

Labs Media Contact:

media@yzilabs.com

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1