Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “LAUNDRYSHARE, INC.”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF APRIL, A.D. 2023, AT 12:50 O`CLOCK P.M.

CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
LAUNDRYSHARE, INC.

 

 

Pursuant to Section 151 of the General Corporation Law of the State ofDelaware (the “DGCL“),
Laundryshare, Inc., a Delaware corporation (the “Corporation“), in accordance with the provisions
of Section 103 of the DGCL, does hereby submit the following:

WHEREAS, the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”)
authorizes the issuance of up to 100,000 shares of preferred stock, par value
$0.00001 per share, of the Corporation ( the “Preferred Stock“) in one or more series, and
expressly authorizes the Board of Directors of the Corporation (the “Board“), subject to
limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock, and, with respect to each such series, to establish and fix the number
of shares to be included in any series of Preferred Stock and the designation, rights, preferences,
powers, restrictions, and limitations of the shares of such series; and

WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in
a new series of Preferred Stock and the designation, rights, preferences, power, restrictions, and
limitations of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of
Preferred Stock and does hereby in this Certificate of Designation (the “Certificate of
Designation”) establish and fix and herein state and express the designation, rights, preferences,
powers, restrictions, and limitations of such series of Preferred Stock as follows:

Section 1. Designation. There shall be a series of Preferred Stock that shall be designated as
“Series A Convertible Redeemable Preferred Stock” (the “Series A Preferred Stock“) and the number
of Shares constituting such series shall be 20,000. The rights, preferences, powers, restrictions,
and limitations of the Series A Preferred Stock shall be as set forth herein.

Section 2. Defined Terms. For purposes hereof, the following terms shall have the following
meanmgs:

“Board” has the meaning set forth in the Recitals.

 “Certificate of Designation” has the meaning set forth in the Recitals.

 “Certificate of Incorporation” has the meaning set forth in the Recitals.

 “Combination Event” means any transaction in which (i) the Subject Entities are merged into one
another whether or not one of the Subject Entities is a surviving entity, (ii) one of the Subject
Entities acquires the other Subject Entities, or (iii) the Subject Entities become wholly owned
subsidiaries of another entity in which the ownership of the parent companies
reflects the pro rata ownership of the Subject Entities on a combined basis.

 “Common Stock” means the common stock, par value $0.00001 per share, of the Corporation.

 “Common Shares” means shares of Common Stock.

“Conversion Price” means the fair market value of a Common Share as determined by the Board of Directors of the Corporation in its good faith business judgement.

“Conversion Ratio” means the ratio of the number of Common Shares issuable upon the conversion of the Shares, which ratio as of the Date oflssuance shall be a one for one ratio.

“Conversion Shares” means the shares of Common Stock or other capital stock of the Corporation then issuable upon conversion of the Series A Preferred Stock in accordance with the terms of this
Certificate.

“Corporation” has the meaning set forth in the Preamble.

“Date of Issuance” means, for any Share of Series A Preferred Stock, the date on which the
Corporation initially issues such Share (without regard to any subsequent transfer of such Share
orreissuance of the certificate(s) representing such Share).

“Dividend Payment Date” has the meaning set forth in Section 4.1.

“Liquidation” has the meaning set forth in Section 5.1.

“Liquidation Value” means, with respect to any Share on any given date, an amount preference per Share equal to (i) the Original Issuance Price per Share multiplied by five (5) minus (ii) the sum
of all cash dividends paid per Share on the Series A Preferred Stock on or prior to the Redemption
Date.

 “Liquidity Event” means as to either Subject Entity: (i) any transaction, whether by merger,
consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the
acquisition or beneficial ownership (as such term is defined under rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any
group of persons or entities acting in concert, of 50% or more of the outstanding Voting Securities
of the Subject Entity; and (ii) the sale of all or substantially all of the assets of the Subject
Entity; provided however, that a distribution of stock, for no consideration, by a Stockholder that
is an entity to: (x) the employees, officers, managers or directors, or any combination thereof of
such entity; (y) the partners, members, other equity security holders, or beneficiaries of such
entity; or (z) to any parent or subsidiary of such entity shall not be deemed a “sale or transfer”
for purposes of this definition; further provided, however, that a Liquidity Event shall not
include any Combination Event, and further provided that the treatment of any event as a Liquidity
Event may be waived by the vote or written consent of the holders of a majority of the holders then
outstanding Common Stock determined on an ”as converted” basis.

 “Original Issuance Price” means Thirty-One Thousand Two Hundred Fifty Dollars ($31,250) per Share, subject to adjustment for the allocation of the gross proceeds of the Offering between the Subject
Entities.

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“Parity Stock” means any securities of the Corporation intended to rank parri passu with the Series A Preferred Stock with respect to Liquidation.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or
other entity.

“Preferred Stock” has the meaning set forth in the Recitals.

“Redemption Price” means a price per Share equal to (i) the Original Issuance Price per Share multiplied by five (5) minus (ii) the sum of all cash dividends paid per Share on the Series A Preferred Stock on or prior to the Redemption Date.

“Series A Pref erred Stock” has the meaning set forth in Section 1.

“Share” or “Shares” means a share or shares of Series A Preferred Stock.

“Shareholder” means a holder of Shares.

“Stockholder” means a holder of any capital stock of the Company.

“Subject Entity” means the Company and Laundryshare, Inc.

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

“Top-Up Adjustment” means the positive difference, if any, between the Redemption Price and additional amount, if any, that a former Shareholder would have received if such former Shareholder had remained a Stockholder of the Company, converted such Shareholder’s Shares into Common Stock, and participated in a Liquidity Event that is a Lookback Event; provided that if any consideration to be received in connection with such Lookback Event is contingent or subject to adjustment, the Top-Up Adjustment shall be computed only after such other consideration is finally determinable and shall be payable only when such contingent or adjusted consideration is paid and further provided that if any amounts received by the Company or the Stockholders pursuant to such Lookback Event are to be paid, in whole or in part, over time any Top-Up Adjustment shall be payable on a similar schedule in the same ratio the consideration in the Lookback Event is payable over time.

“Top-Up Adjustment” has the meaning set forth in Section 8.6.

“Top-Up Date” has the meaning set forth in Section 8.6.

“Top-Up Event” has the meaning set forth in Section 8.6.

“Top-Up Period” has the meaning set forth in Section 8.6.

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“Waived Liquidity Event” means any transaction that would be a Liquidity Event except that the treatment of such transaction as a Liquidity Event shall have been waived by the vote or written consent of the holders of a majority of the then outstanding Common Stock determined on an “as converted” basis in the case of any securities convertible or exchangeable for Common Stock.

Section 3. Rank. With respect to payment of dividends and distribution of assets upon Liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, all Shares shall rank parri passu with the Common Stock and parri passu with any Parity Securities.

Section 4. Dividends.

4.1 Participating Dividends. If the Corporation declares or pays a dividend or distribution on the Common Stock, whether such dividend or distribution is payable in cash, securities or other property, excluding any dividend or distribution payable on the Common Stock in Common Shares, the Corporation shall simultaneously declare and pay a dividend on the Series A Preferred Stock on a pro rata basis with the Common Stock determined on an as­ converted basis assuming all Shares had been converted pursuant to Section 7.1 as of immediately prior to the record date of the applicable dividend (or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined) (the “Dividend Payment Date“).

4.2 Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued and accumulated with respect to the Series A Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the ratio of the number of Shares held by each holder to the total number of Shares outstanding.

Section 5. Liquidation.

5.1 Liquidation Preference to Common Stock on Liquidation; Participation with Parity Securities on Liquidation. in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation“) that does not involve a Liquidity Event (as defined) or a Combination Event (as defined), the holders of Shares of Series A Preferred Stock then outstanding shall be entitled to participate in the distribution of all the remaining assets and funds of the Corporation available for distribution to such securityholders after the payment or provision for indebtedness and other obligations, including obligations with respect to any securities ranking senior to any such securities from and to the extent of the Liquidation Value before any payment to holders of Common Stock.

5.2 Notice of Liquidation. In the event of any Liquidation, the Corporation shall, within ten (10) days of the date the Board approves such action, or no later than twenty (20) days of any Stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of Shares written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including, if determinable, a description of the stock, cash, and property to be received by the holders of Shares upon consummation of the proposed action

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and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each holder of Shares of such material change.

Section 6. Voting. Each Share of Series A Preferred Stock shall be vote on an as converted basis with the Common Stock as a single class, except as provided by Section 12 or as otherwise required by law.

Section 7. Conversion.

7.1 Conversion. Subject to the provisions of this Section 7, all of the outstanding Shares held by Shareholders shall convert into an aggregate number of Conversion Shares based on the Conversion Ratio upon a Liquidity Event (a “Conversion”). The aggregate accrued or accumulated and unpaid dividends, together with any fractional Share shall also convert into Conversion Shares as is determined by (i) taking the total of all accrued and accumulated and unpaid dividends on such Shares to be converted plus the value of any fractional Share (based on the Conversion Price), and then (ii) dividing the result by the Conversion Price, with any remaining fractional share rounded up or down to the nearest whole share.

7.2 Procedures for Conversion. As promptly as practicable following such Conversion (but in any event within ten (10) days thereafter), the Corporation shall send each holder of Shares written notice of such event. Upon receipt of such notice, each holder shall surrender to the Corporation the certificate or certificates, if any, representing the Shares converted, duly assigned, or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates, if any, are lost, stolen, or missing, accompanied by an affidavit of loss executed by the holder and an indemnity in such form as the Corporation shall specify. Upon the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within ten (10) days thereafter) either (i) cause the Conversion Shares to be registered on the book-entry stock records of the Corporation and (ii) if the Conversion Shares are certificated, deliver to the relevant holder a certificate in such holder’s name for the number of Conversion Shares to which such holder shall be entitled upon conversion of the applicable Shares. All Common Shares issued hereunder by the Corporation shall be duly and validly issued, fully paid, and nonassessable; provided, however, that such Conversion Shares may be subject to such liens, charges, and encumbrances with respect thereto as to which the Conversion Shares are generally subject

7.3 Effect of Conversion. All Shares of Series A Preferred Stock converted as provided in this Section 7 shall no longer be deemed outstanding as of the effective time of the Conversion and all rights with respect to such Shares shall immediately cease and terminate as of such time, other than the right of the holder to receive Conversion Shares in exchange therefor.

7.4 Reservation of Common Shares. The Corporation may, but shall not be required to, reserve and
keep available out of its authorized but unissued Common Stock, for the purpose of effecting the
Conversion, such number of Common Shares as shall from time to time be sufficient to effect the
conversion of all then outstanding Shares. If at any time the number of authorized but unissued
Common Shares shall not be sufficient to effect the conversion of all

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then outstanding Shares, the Corporation will use commercially reasonable efforts to take such corporate action as may, in the good faith business judgement of the Board, be necessary or desirable to increase its authorized but unissued Common Stock to such number of Common Shares as shall be sufficient for such purpose. 

7.5 No Additional Consideration or Transfer Taxes. The issuance of Conversion Shares pursuant to Section 7 .1 shall be made without payment of additional consideration by, or any transfer tax to, the registered holder in respect thereof; provided, however, that if any consideration or agreement shall be required of the holders of the Conversion Shares generally in connection with any transaction  contemplated by Section 7.6, Section 7.7 or any Conversion Event or Liquidity Event, such consideration or agreement shall likewise be required of the holders of the Shares upon Conversion.

7 .6 Adjustment to Conversion Ratio upon Dividend. Subdivision. or Combination of Common Stock. If the Corporation shall, at any time or from time to time after the Date of Issuance, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Corporation payable in shares of Common Stock, or (ii) subdivide (by any stock split, recapitalization, or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Ratio in effect immediately prior to any such dividend, distribution, or subdivision shall be proportionately reduced and the number of Conversion Shares issuable upon conversion of the Series A Preferred Stock shall be proportionately increased. If the Corporation at any time combines (by combination, reverse stock split, or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Ratio in effect immediately prior to such combination shall be proportionately increased and the number of Conversion Shares issuable upon conversion of the Series A Preferred Stock shall be proportionately decreased. Any adjustment under this Section 7.6 shall become effective at the close of business on the date the dividend, subdivision, or combination becomes effective.

7.7 Adjustment to Conversion Ratio and Conversion Shares upon Reorganization. Reclassification, and Waived Liquidity Events. Other than any such transaction covered by Section 7.6 or which constitutes a Liquidity Event or a Combination Event, in the event of any (i) capital reorganization of the  Corporation, (ii) reclassification of the stock of the Corporation ( other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or (iii) Waived Liquidity Event, in each case in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) securities, or other property with respect to or in exchange for Common Stock), each Share shall, immediately after such reorganization, reclassification, consolidation, merger, sale, or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Conversion Shares then convertible for such Share, be exercisable for the kind and number of
shares of stock or other securities or assets of the Corporation or of the successor Person resulting from such transaction to which such Share would have been entitled upon such reorganization,  reclassification, consolidation, merger, sale, or similar transaction if the Share had been converted in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale, or similar transaction and acquired the applicable number of Conversion Shares then issuable hereunder as a result of such conversion (without taking into

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account any limitations or restrictions on the convertibility of such Share, if any); and, in such case, appropriate adjustment in the good faith business judgment of the Board shall be made with respect to such holder’s rights under this Certificate of Designation to insure that the provisions of this Section 7 shall thereafter be applicable, as nearly as possible, to the Series A Preferred Stock in relation to any shares of securities or other property thereafter acquirable upon conversion of the Shares.

7.8 Certificate as to Adjustment. As promptly as reasonably practicable following the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section 7, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and, upon the written request of an applicable holder of Shares, furnish to such holder a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Shares, furnish or cause to be furnished to such holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Ratio at the time in effect; and (iii) the number of Conversion Shares and the amount, if any, of any other property which at the time would be received upon the conversion of the Shares.

Section 8. Redemption.

8.1 Redemption Right. The Corporation or its assignee, collectively for purposes of this Section 8, the “Corporation”, at its option, may redeem, in whole or in part, and from time to time, outstanding Shares (a “Redemption“) out of funds legally available for that purpose, in whole or in part, at any time, and from time to time, on any date (the “Redemption Date“) that is on or after the fifth (5ᵗʰ) anniversary of the Original Issue Date and prior to the date of any Liquidity Event at a price per Share redeemed equal to the Redemption Price.

8.2 Redemption Notice. In the event the Corporation shall elect to redeem Shares pursuant to Section 8.1, the Corporation shall cause a notice (a “Redemption Notice“) to be sent at least twenty (20) days, but not more than sixty (60) days, prior to the Redemption Date, to each holder of record of Shares to be redeemed. Each Redemption Notice shall be sent to such record holders at their respective addresses as they shall appear upon the stock register of the Corporation. Such Redemption Notice may be sent in any manner pursuant to which notices are authorized under the Corporation’s Bylaws to be sent to the Corporation’s Stockholders.

8.3 Information for Redemption Notice. Each Redemption Notice shall state: (i) the Redemption Date; (ii) the number of Shares to be redeemed and, if less than all the Shares held by such holder are to be redeemed, the number of such Shares to be redeemed from such holder; (iii) the Redemption Price; (iv) the place or places where certificates, if any, for such Shares are to be surrendered for payment of the Redemption Price; (v) the manner in which payment shall be made following the presentation and surrender (or in the case of uncertificated Shares, the deemed presentation and surrender) of such Shares; (vi) that dividends, if any, on the Shares to be redeemed shall cease to accrue following such Redemption Date; (vii) that the holder must cause such holder’s redeemed Shares to be free and clear of all liens and other encumbrances upon redemption; and (viii) that dividends, if any, accrued to and including the Redemption Date, if any, shall be paid as specified in said notice.

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8.4 Effect of Redemption Notice. So long as a Redemption Notice has been sent as provided in Section 8.2, then, on and after the Redemption Date (unless the Corporation shall be in default in providing money for the payment of the Redemption Price plus an amount equal to any accrued and unpaid dividends, if any, to and including the Redemption Date: (i) dividends, if any, on the Shares which are called for redemption shall cease to accrue, (ii) said Shares shall be deemed no longer outstanding, and (iii) all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the monies payable upon redemption, without interest thereon, upon the presentation and surrender (or in the case of uncertificated Shares, the deemed presentation and surrender) of such Shares shall cease. Any interest accrued on funds so deposited in trust shall belong to the Corporation and be paid to it from time to time. The failure of any holder to receive a Redemption Notice shall not affect the validity of such notice.

8.5 Certain Procedures Applicable to Redemptions.

(a) The Corporation’s obligation to pay the Redemption Price shall be deemed fulfilled if, on or before the applicable Redemption Date, the Corporation shall deposit with a bank or trust company having capital and surplus of at least $50,000,000 (a “Paying Agent“), in trust for the account of the holders of the Shares so called for redemption, funds in an amount equal to the applicable aggregate  redemption Price, plus all accrued and unpaid dividends, if any, applicable to the Shares to be redeemed to and including the applicable Redemption Date, together with irrevocable instruments and authority to such bank or trust company to redeem such Shares on and after the date of such deposit upon the presentation and surrender (or in the case of uncertificated Shares, the deemed presentation and surrender) therefor, then upon the making of such deposit in trust the Shares with respect to which such deposit shall have been made shall no longer be deemed to be outstanding. Notwithstanding anything in this Section 8.5 to the contrary, the Corporation may elect to serve as its own Paying Agent.

(b) If the applicable Notice of Redemption shall have been duly given and (i) if the deposit as contemplated by Section 8.5(a) shall have been made or (ii) the Corporation shall have paid the  applicable Redemption Price by wire transfer or certified funds, then upon the date fixed for redemption, unless default shall be made in providing funds at the time and place specified for the payment of the applicable Redemption Price, the Shares so called for redemption shall no longer be  deemed to be outstanding, and all rights with respect to such Shares shall forthwith terminate, except only the right to receive the applicable Redemption Price, plus all accrued and unpaid dividends, if any, without interest. If the Corporation shall default in providing such funds, the Shares in respect of which the default was made shall continue to be outstanding. 

(c) In the event that fewer than all of the outstanding Shares are to be redeemed at any one time, the Shares so to be redeemed shall be selected by lot or pro rata or by any other equitable manner determined by the Board of Directors in its sole and absolute discretion. 

(d) All funds deposited with a Paying Agent other than the Corporation in accordance with this Section 8.5 which shall remain unclaimed by the holders of Shares called 

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for redemption at the end of ninety (90) days after the Redemption Date shall be returned by the Paying Agent to the Corporation, after which the holders of such Shares shall look only to the Corporation for the payment of such unclaimed amounts, without interest. To the maximum extent permitted by applicable law, if a holder of Series A Preferred Stock fails to claim funds which would otherwise represent the Redemption Price for such Shares before the end of one (1) year after the Redemption Date, such failure shall be deemed to represent such holder’s agreement to irrevocably transfer such funds to the Corporation for its benefit without the necessity of further action on the part of such holder or the payment of any consideration by the Corporation other than the par value of such Shares.

8.6 Top-Up Adjustment. If (i) the Company or its Stockholders, as applicable, enter into a binding definitive agreement which has been approved by all votes of the Company’s Stockholders required to consummate a Liquidity Event within one hundred twenty (120) days after the date (the “Top-Up Date“) on which a Shareholder’s Share are redeemed pursuant to Article 8 (the “Top-Up Period”); (ii) the Company or its Stockholders, as applicable, in fact consummate such Liquidity Event within one ( 1) year of the date of such definitive agreement or the last material amendment thereto, if any; and (iii) the per share value of the Company, based on the total consideration payable to the Company or its Stockholders in connection with such Liquidity Event, is at least twenty-five percent (25%) greater than the Redemption Price (for additional clarity such Redemption Price being a per share price and a  Liquidity Event satisfying clauses (i)-(iii) being a “Top-Up Event“) then such Redemption Price shall be ratably adjusted based on the final amount of the Top-Up Adjustment when the consideration payable in such Top-Up Event is finally determined. Notwithstanding anything else in this Section 8.6.
nothing in this Section 8.6 shall impose any duty on the Company, its Stockholders or any other Person with respect to the decision to enter into or not enter into any Liquidity Event, the timing of the  execution of any agreement with respect to a Liquidity Event, the timing of the closing or other consummation of any Liquidity Event, or the determination or allocation of any consideration payable in connection with any Liquidity Event.

Section 9. Reissuance of Series A Preferred Stock. Any Shares redeemed, converted, or  otherwise acquired by the Corporation or any Subsidiary shall be cancelled and retired as authorized and unissued shares of Preferred Stock of the Corporation and such Shares may thereafter be reissued, sold, or transferred as Preferred Stock, including as Series A Preferred Stock.

Section 10. Certificated and Uncertificated Shares; Transfer Agents. The Preferred Stock and any Conversion Shares may be certificated or uncertificated as determined by the Board in its sole and absolute discretion consistent with the Bylaws of the Corporation. Uncertificated Shares shall be represented by book entry on the stock records of the Corporation or its transfer agent. The Corporation may appoint, and from time to time discharge and change, a transfer agent for the Preferred Stock or any Conversion Shares. Upon any such appointment, discharge or change of a transfer agent, the  Corporation will send a written notice of such appointment, discharge or change to each holder of the Shares or Conversion Shares.

Section 11. Notices. Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and may be given in any manner permitted under the Bylaws and shall be deemed to have been given: (a) 

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when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); ( c) on the date sent by e-mail if sent during normal business hours of the Corporation, and on the next business day if sent after normal business hours of the Corporation; or (d) on the date mailed, if sent by certified or registered mail, return receipt requested, postage prepaid. Communications to the Corporation must be sent to the Corporation at its principal executive offices and (b) communications to any holder of the Shares may be sent to such holder’s address at it appears in the stock records of the Corporation.

Section 12. Amendment and Waiver. No provision of this Certificate of Designation may be amended, modified, or waived except by an instrument in writing executed by the Corporation and approved by the holders of a majority of the outstanding Shares and any such written amendment, modification, or waiver will be binding upon the Corporation and each holder of outstanding Shares; provided, further, that nothing in this Section 12 will prohibit the merger, consolidation, or other transaction of the Corporation with another Person if the Shares shall have (i) been converted into Conversion Shares or (ii) provision made for the Shares pursuant to Section 7.5 or Section 7.6 or any Stockholders Agreement to which the holders of the Shares are a party.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its Chief Executive Officer this 28th day of April, 2023.

Laundryshare, Inc.

By: /s/Todd Belveal
Todd Belveal
Chief Executive Officer


Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “LS TECHNOLOGIES, INC.”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF APRIL, A.D. 2023, AT 11:45 O`CLOCK A.M.

 

CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
LS TECHNOLOGIES, INC.

 

 

Pursuant to Section 151 of the General Corporation Law of the State ofDelaware (the “DGCL“),
Laundryshare, Inc., a Delaware corporation (the “Corporation“), in accordance with the provisions
of Section 103 of the DGCL, does hereby submit the following:

WHEREAS, the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”)
authorizes the issuance of up to 100,000 shares of preferred stock, par value
$0.00001 per share, of the Corporation ( the “Preferred Stock“) in one or more series, and
expressly authorizes the Board of Directors of the Corporation (the “Board“), subject to
limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock, and, with respect to each such series, to establish and fix the number
of shares to be included in any series of Preferred Stock and the designation, rights, preferences,
powers, restrictions, and limitations of the shares of such series; and

WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in
a new series of Preferred Stock and the designation, rights, preferences, power, restrictions, and
limitations of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of
Preferred Stock and does hereby in this Certificate of Designation (the “Certificate of
Designation”) establish and fix and herein state and express the designation, rights, preferences,
powers, restrictions, and limitations of such series of Preferred Stock as follows:

Section 1. Designation. There shall be a series of Preferred Stock that shall be designated as
“Series A Convertible Redeemable Preferred Stock” (the “Series A Preferred Stock“) and the number
of Shares constituting such series shall be 20,000. The rights, preferences, powers, restrictions,
and limitations of the Series A Preferred Stock shall be as set forth herein.

Section 2. Defined Terms. For purposes hereof, the following terms shall have the following
meanmgs:

“Board” has the meaning set forth in the Recitals.

 “Certificate of Designation” has the meaning set forth in the Recitals.

 “Certificate of Incorporation” has the meaning set forth in the Recitals.

 “Combination Event” means any transaction in which (i) the Subject Entities are merged into one
another whether or not one of the Subject Entities is a surviving entity, (ii) one of the Subject
Entities acquires the other Subject Entities, or (iii) the Subject Entities become wholly owned
subsidiaries of another entity in which the ownership of the parent companies
reflects the pro rata ownership of the Subject Entities on a combined basis.

 “Common Stock” means the common stock, par value $0.00001 per share, of the Corporation.

 “Common Shares” means shares of Common Stock.

“Conversion Price” means the fair market value of a Common Share as determined by the Board of Directors of the Corporation in its good faith business judgement.

“Conversion Ratio” means the ratio of the number of Common Shares issuable upon the conversion of the Shares, which ratio as of the Date oflssuance shall be a one for one ratio.

“Conversion Shares” means the shares of Common Stock or other capital stock of the Corporation then issuable upon conversion of the Series A Preferred Stock in accordance with the terms of this
Certificate.

“Corporation” has the meaning set forth in the Preamble.

“Date of Issuance” means, for any Share of Series A Preferred Stock, the date on which the
Corporation initially issues such Share (without regard to any subsequent transfer of such Share
orreissuance of the certificate(s) representing such Share).

“Dividend Payment Date” has the meaning set forth in Section 4.1.

“Liquidation” has the meaning set forth in Section 5.1.

“Liquidation Value” means, with respect to any Share on any given date, an amount preference per Share equal to (i) the Original Issuance Price per Share multiplied by five (5) minus (ii) the sum
of all cash dividends paid per Share on the Series A Preferred Stock on or prior to the Redemption
Date.

 “Liquidity Event” means as to either Subject Entity: (i) any transaction, whether by merger,
consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the
acquisition or beneficial ownership (as such term is defined under rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any
group of persons or entities acting in concert, of 50% or more of the outstanding Voting Securities
of the Subject Entity; and (ii) the sale of all or substantially all of the assets of the Subject
Entity; provided however, that a distribution of stock, for no consideration, by a Stockholder that
is an entity to: (x) the employees, officers, managers or directors, or any combination thereof of
such entity; (y) the partners, members, other equity security holders, or beneficiaries of such
entity; or (z) to any parent or subsidiary of such entity shall not be deemed a “sale or transfer”
for purposes of this definition; further provided, however, that a Liquidity Event shall not
include any Combination Event, and further provided that the treatment of any event as a Liquidity
Event may be waived by the vote or written consent of the holders of a majority of the holders then
outstanding Common Stock determined on an ”as converted” basis.

 “Original Issuance Price” means Thirty-One Thousand Two Hundred Fifty Dollars ($31,250) per Share, subject to adjustment for the allocation of the gross proceeds of the Offering between the Subject
Entities.

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“Parity Stock” means any securities of the Corporation intended to rank parri passu with the Series A Preferred Stock with respect to Liquidation.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or
other entity.

“Preferred Stock” has the meaning set forth in the Recitals.

“Redemption Price” means a price per Share equal to (i) the Original Issuance Price per Share multiplied by five (5) minus (ii) the sum of all cash dividends paid per Share on the Series A Preferred Stock on or prior to the Redemption Date.

“Series A Pref erred Stock” has the meaning set forth in Section 1.

“Share” or “Shares” means a share or shares of Series A Preferred Stock.

“Shareholder” means a holder of Shares.

“Stockholder” means a holder of any capital stock of the Company.

“Subject Entity” means the Company and LS Technologies, Inc.

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

“Top-Up Adjustment” means the positive difference, if any, between the Redemption Price and additional amount, if any, that a former Shareholder would have received if such former Shareholder had remained a Stockholder of the Company, converted such Shareholder’s Shares into Common Stock, and participated in a Liquidity Event that is a Lookback Event; provided that if any consideration to be received in connection with such Lookback Event is contingent or subject to adjustment, the Top-Up Adjustment shall be computed only after such other consideration is finally determinable and shall be payable only when such contingent or adjusted consideration is paid and further provided that if any amounts received by the Company or the Stockholders pursuant to such Lookback Event are to be paid, in whole or in part, over time any Top-Up Adjustment shall be payable on a similar schedule in the same ratio the consideration in the Lookback Event is payable over time.

“Top-Up Adjustment” has the meaning set forth in Section 8.6.

“Top-Up Date” has the meaning set forth in Section 8.6.

“Top-Up Event” has the meaning set forth in Section 8.6.

“Top-Up Period” has the meaning set forth in Section 8.6.

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“Waived Liquidity Event” means any transaction that would be a Liquidity Event except that the treatment of such transaction as a Liquidity Event shall have been waived by the vote or written consent of the holders of a majority of the then outstanding Common Stock determined on an “as converted” basis in the case of any securities convertible or exchangeable for Common Stock.

Section 3. Rank. With respect to payment of dividends and distribution of assets upon Liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, all Shares shall rank parri passu with the Common Stock and parri passu with any Parity Securities.

Section 4. Dividends.

4.1 Participating Dividends. If the Corporation declares or pays a dividend or distribution on the Common Stock, whether such dividend or distribution is payable in cash, securities or other property, excluding any dividend or distribution payable on the Common Stock in Common Shares, the Corporation shall simultaneously declare and pay a dividend on the Series A Preferred Stock on a pro rata basis with the Common Stock determined on an as­ converted basis assuming all Shares had been converted pursuant to Section 7.1 as of immediately prior to the record date of the applicable dividend (or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined) (the “Dividend Payment Date“).

4.2 Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued and accumulated with respect to the Series A Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the ratio of the number of Shares held by each holder to the total number of Shares outstanding.

Section 5. Liquidation.

5.1 Liquidation Preference to Common Stock on Liquidation; Participation with Parity Securities on Liquidation. in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation“) that does not involve a Liquidity Event (as defined) or a Combination Event (as defined), the holders of Shares of Series A Preferred Stock then outstanding shall be entitled to participate in the distribution of all the remaining assets and funds of the Corporation available for distribution to such securityholders after the payment or provision for indebtedness and other obligations, including obligations with respect to any securities ranking senior to any such securities from and to the extent of the Liquidation Value before any payment to holders of Common Stock.

5.2 Notice of Liquidation. In the event of any Liquidation, the Corporation shall, within ten (10) days of the date the Board approves such action, or no later than twenty (20) days of any Stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of Shares written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including, if determinable, a description of the stock, cash, and property to be received by the holders of Shares upon consummation of the proposed action

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and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each holder of Shares of such material change.

Section 6. Voting. Each Share of Series A Preferred Stock shall be vote on an as converted basis with the Common Stock as a single class, except as provided by Section 12 or as otherwise required by law.

Section 7. Conversion.

7.1 Conversion. Subject to the provisions of this Section 7, all of the outstanding Shares held by Shareholders shall convert into an aggregate number of Conversion Shares based on the Conversion Ratio upon a Liquidity Event (a “Conversion”). The aggregate accrued or accumulated and unpaid dividends, together with any fractional Share shall also convert into Conversion Shares as is determined by (i) taking the total of all accrued and accumulated and unpaid dividends on such Shares to be converted plus the value of any fractional Share (based on the Conversion Price), and then (ii) dividing the result by the Conversion Price, with any remaining fractional share rounded up or down to the nearest whole share.

7.2 Procedures for Conversion. As promptly as practicable following such Conversion (but in any event within ten (10) days thereafter), the Corporation shall send each holder of Shares written notice of such event. Upon receipt of such notice, each holder shall surrender to the Corporation the certificate or certificates, if any, representing the Shares converted, duly assigned, or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates, if any, are lost, stolen, or missing, accompanied by an affidavit of loss executed by the holder and an indemnity in such form as the Corporation shall specify. Upon the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within ten (10) days thereafter) either (i) cause the Conversion Shares to be registered on the book-entry stock records of the Corporation and (ii) if the Conversion Shares are certificated, deliver to the relevant holder a certificate in such holder’s name for the number of Conversion Shares to which such holder shall be entitled upon conversion of the applicable Shares. All Common Shares issued hereunder by the Corporation shall be duly and validly issued, fully paid, and nonassessable; provided, however, that such Conversion Shares may be subject to such liens, charges, and encumbrances with respect thereto as to which the Conversion Shares are generally subject

7.3 Effect of Conversion. All Shares of Series A Preferred Stock converted as provided in this Section 7 shall no longer be deemed outstanding as of the effective time of the Conversion and all rights with respect to such Shares shall immediately cease and terminate as of such time, other than the right of the holder to receive Conversion Shares in exchange therefor.

7.4 Reservation of Common Shares. The Corporation may, but shall not be required to, reserve and
keep available out of its authorized but unissued Common Stock, for the purpose of effecting the
Conversion, such number of Common Shares as shall from time to time be sufficient to effect the
conversion of all then outstanding Shares. If at any time the number of authorized but unissued
Common Shares shall not be sufficient to effect the conversion of all

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then outstanding Shares, the Corporation will use commercially reasonable efforts to take such corporate action as may, in the good faith business judgement of the Board, be necessary or desirable to increase its authorized but unissued Common Stock to such number of Common Shares as shall be sufficient for such purpose. 

7.5 No Additional Consideration or Transfer Taxes. The issuance of Conversion Shares pursuant to Section 7 .1 shall be made without payment of additional consideration by, or any transfer tax to, the registered holder in respect thereof; provided, however, that if any consideration or agreement shall be required of the holders of the Conversion Shares generally in connection with any transaction  contemplated by Section 7.6, Section 7.7 or any Conversion Event or Liquidity Event, such consideration or agreement shall likewise be required of the holders of the Shares upon Conversion.

7 .6 Adjustment to Conversion Ratio upon Dividend. Subdivision. or Combination of Common Stock. If the Corporation shall, at any time or from time to time after the Date of Issuance, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Corporation payable in shares of Common Stock, or (ii) subdivide (by any stock split, recapitalization, or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Ratio in effect immediately prior to any such dividend, distribution, or subdivision shall be proportionately reduced and the number of Conversion Shares issuable upon conversion of the Series A Preferred Stock shall be proportionately increased. If the Corporation at any time combines (by combination, reverse stock split, or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Ratio in effect immediately prior to such combination shall be proportionately increased and the number of Conversion Shares issuable upon conversion of the Series A Preferred Stock shall be proportionately decreased. Any adjustment under this Section 7.6 shall become effective at the close of business on the date the dividend, subdivision, or combination becomes effective.

7.7 Adjustment to Conversion Ratio and Conversion Shares upon Reorganization. Reclassification, and Waived Liquidity Events. Other than any such transaction covered by Section 7.6 or which constitutes a Liquidity Event or a Combination Event, in the event of any (i) capital reorganization of the  Corporation, (ii) reclassification of the stock of the Corporation ( other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or (iii) Waived Liquidity Event, in each case in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) securities, or other property with respect to or in exchange for Common Stock), each Share shall, immediately after such reorganization, reclassification, consolidation, merger, sale, or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Conversion Shares then convertible for such Share, be exercisable for the kind and number of
shares of stock or other securities or assets of the Corporation or of the successor Person resulting from such transaction to which such Share would have been entitled upon such reorganization,  reclassification, consolidation, merger, sale, or similar transaction if the Share had been converted in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale, or similar transaction and acquired the applicable number of Conversion Shares then issuable hereunder as a result of such conversion (without taking into

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account any limitations or restrictions on the convertibility of such Share, if any); and, in such case, appropriate adjustment in the good faith business judgment of the Board shall be made with respect to such holder’s rights under this Certificate of Designation to insure that the provisions of this Section 7 shall thereafter be applicable, as nearly as possible, to the Series A Preferred Stock in relation to any shares of securities or other property thereafter acquirable upon conversion of the Shares.

7.8 Certificate as to Adjustment. As promptly as reasonably practicable following the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section 7, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and, upon the written request of an applicable holder of Shares, furnish to such holder a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Shares, furnish or cause to be furnished to such holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Ratio at the time in effect; and (iii) the number of Conversion Shares and the amount, if any, of any other property which at the time would be received upon the conversion of the Shares.

Section 8. Redemption.

8.1 Redemption Right. The Corporation or its assignee, collectively for purposes of this Section 8, the “Corporation”, at its option, may redeem, in whole or in part, and from time to time, outstanding Shares (a “Redemption“) out of funds legally available for that purpose, in whole or in part, at any time, and from time to time, on any date (the “Redemption Date“) that is on or after the fifth (5ᵗʰ) anniversary of the Original Issue Date and prior to the date of any Liquidity Event at a price per Share redeemed equal to the Redemption Price.

8.2 Redemption Notice. In the event the Corporation shall elect to redeem Shares pursuant to Section 8.1, the Corporation shall cause a notice (a “Redemption Notice“) to be sent at least twenty (20) days, but not more than sixty (60) days, prior to the Redemption Date, to each holder of record of Shares to be redeemed. Each Redemption Notice shall be sent to such record holders at their respective addresses as they shall appear upon the stock register of the Corporation. Such Redemption Notice may be sent in any manner pursuant to which notices are authorized under the Corporation’s Bylaws to be sent to the Corporation’s Stockholders.

8.3 Information for Redemption Notice. Each Redemption Notice shall state: (i) the Redemption Date; (ii) the number of Shares to be redeemed and, if less than all the Shares held by such holder are to be redeemed, the number of such Shares to be redeemed from such holder; (iii) the Redemption Price; (iv) the place or places where certificates, if any, for such Shares are to be surrendered for payment of the Redemption Price; (v) the manner in which payment shall be made following the presentation and surrender (or in the case of uncertificated Shares, the deemed presentation and surrender) of such Shares; (vi) that dividends, if any, on the Shares to be redeemed shall cease to accrue following such Redemption Date; (vii) that the holder must cause such holder’s redeemed Shares to be free and clear of all liens and other encumbrances upon redemption; and (viii) that dividends, if any, accrued to and including the Redemption Date, if any, shall be paid as specified in said notice.

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8.4 Effect of Redemption Notice. So long as a Redemption Notice has been sent as provided in Section 8.2, then, on and after the Redemption Date (unless the Corporation shall be in default in providing money for the payment of the Redemption Price plus an amount equal to any accrued and unpaid dividends, if any, to and including the Redemption Date: (i) dividends, if any, on the Shares which are called for redemption shall cease to accrue, (ii) said Shares shall be deemed no longer outstanding, and (iii) all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the monies payable upon redemption, without interest thereon, upon the presentation and surrender (or in the case of uncertificated Shares, the deemed presentation and surrender) of such Shares shall cease. Any interest accrued on funds so deposited in trust shall belong to the Corporation and be paid to it from time to time. The failure of any holder to receive a Redemption Notice shall not affect the validity of such notice.

8.5 Certain Procedures Applicable to Redemptions.

(a) The Corporation’s obligation to pay the Redemption Price shall be deemed fulfilled if, on or before the applicable Redemption Date, the Corporation shall deposit with a bank or trust company having capital and surplus of at least $50,000,000 (a “Paying Agent“), in trust for the account of the holders of the Shares so called for redemption, funds in an amount equal to the applicable aggregate  redemption Price, plus all accrued and unpaid dividends, if any, applicable to the Shares to be redeemed to and including the applicable Redemption Date, together with irrevocable instruments and authority to such bank or trust company to redeem such Shares on and after the date of such deposit upon the presentation and surrender (or in the case of uncertificated Shares, the deemed presentation and surrender) therefor, then upon the making of such deposit in trust the Shares with respect to which such deposit shall have been made shall no longer be deemed to be outstanding. Notwithstanding anything in this Section 8.5 to the contrary, the Corporation may elect to serve as its own Paying Agent.

(b) If the applicable Notice of Redemption shall have been duly given and (i) if the deposit as contemplated by Section 8.5(a) shall have been made or (ii) the Corporation shall have paid the  applicable Redemption Price by wire transfer or certified funds, then upon the date fixed for redemption, unless default shall be made in providing funds at the time and place specified for the payment of the applicable Redemption Price, the Shares so called for redemption shall no longer be  deemed to be outstanding, and all rights with respect to such Shares shall forthwith terminate, except only the right to receive the applicable Redemption Price, plus all accrued and unpaid dividends, if any, without interest. If the Corporation shall default in providing such funds, the Shares in respect of which the default was made shall continue to be outstanding. 

(c) In the event that fewer than all of the outstanding Shares are to be redeemed at any one time, the Shares so to be redeemed shall be selected by lot or pro rata or by any other equitable manner determined by the Board of Directors in its sole and absolute discretion. 

(d) All funds deposited with a Paying Agent other than the Corporation in accordance with this Section 8.5 which shall remain unclaimed by the holders of Shares called 

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for redemption at the end of ninety (90) days after the Redemption Date shall be returned by the Paying Agent to the Corporation, after which the holders of such Shares shall look only to the Corporation for the payment of such unclaimed amounts, without interest. To the maximum extent permitted by applicable law, if a holder of Series A Preferred Stock fails to claim funds which would otherwise represent the Redemption Price for such Shares before the end of one (1) year after the Redemption Date, such failure shall be deemed to represent such holder’s agreement to irrevocably transfer such funds to the Corporation for its benefit without the necessity of further action on the part of such holder or the payment of any consideration by the Corporation other than the par value of such Shares.

8.6 Top-Up Adjustment. If (i) the Company or its Stockholders, as applicable, enter into a binding definitive agreement which has been approved by all votes of the Company’s Stockholders required to consummate a Liquidity Event within one hundred twenty (120) days after the date (the “Top-Up Date“) on which a Shareholder’s Share are redeemed pursuant to Article 8 (the “Top-Up Period”); (ii) the Company or its Stockholders, as applicable, in fact consummate such Liquidity Event within one ( 1) year of the date of such definitive agreement or the last material amendment thereto, if any; and (iii) the per share value of the Company, based on the total consideration payable to the Company or its Stockholders in connection with such Liquidity Event, is at least twenty-five percent (25%) greater than the Redemption Price (for additional clarity such Redemption Price being a per share price and a  Liquidity Event satisfying clauses (i)-(iii) being a “Top-Up Event“) then such Redemption Price shall be ratably adjusted based on the final amount of the Top-Up Adjustment when the consideration payable in such Top-Up Event is finally determined. Notwithstanding anything else in this Section 8.6.
nothing in this Section 8.6 shall impose any duty on the Company, its Stockholders or any other Person with respect to the decision to enter into or not enter into any Liquidity Event, the timing of the  execution of any agreement with respect to a Liquidity Event, the timing of the closing or other consummation of any Liquidity Event, or the determination or allocation of any consideration payable in connection with any Liquidity Event.

Section 9. Reissuance of Series A Preferred Stock. Any Shares redeemed, converted, or  otherwise acquired by the Corporation or any Subsidiary shall be cancelled and retired as authorized and unissued shares of Preferred Stock of the Corporation and such Shares may thereafter be reissued, sold, or transferred as Preferred Stock, including as Series A Preferred Stock.

Section 10. Certificated and Uncertificated Shares; Transfer Agents. The Preferred Stock and any Conversion Shares may be certificated or uncertificated as determined by the Board in its sole and absolute discretion consistent with the Bylaws of the Corporation. Uncertificated Shares shall be represented by book entry on the stock records of the Corporation or its transfer agent. The Corporation may appoint, and from time to time discharge and change, a transfer agent for the Preferred Stock or any Conversion Shares. Upon any such appointment, discharge or change of a transfer agent, the  Corporation will send a written notice of such appointment, discharge or change to each holder of the Shares or Conversion Shares.

Section 11. Notices. Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and may be given in any manner permitted under the Bylaws and shall be deemed to have been given: (a) 

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when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); ( c) on the date sent by e-mail if sent during normal business hours of the Corporation, and on the next business day if sent after normal business hours of the Corporation; or (d) on the date mailed, if sent by certified or registered mail, return receipt requested, postage prepaid. Communications to the Corporation must be sent to the Corporation at its principal executive offices and (b) communications to any holder of the Shares may be sent to such holder’s address at it appears in the stock records of the Corporation.

Section 12. Amendment and Waiver. No provision of this Certificate of Designation may be amended, modified, or waived except by an instrument in writing executed by the Corporation and approved by the holders of a majority of the outstanding Shares and any such written amendment, modification, or waiver will be binding upon the Corporation and each holder of outstanding Shares; provided, further, that nothing in this Section 12 will prohibit the merger, consolidation, or other transaction of the Corporation with another Person if the Shares shall have (i) been converted into Conversion Shares or (ii) provision made for the Shares pursuant to Section 7.5 or Section 7.6 or any Stockholders Agreement to which the holders of the Shares are a party.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its Chief Executive Officer this 28th day of April, 2023.

LS Technologies, Inc.

By: /s/Todd Belveal
Todd Belveal
Chief Executive Officer