Public Co Management Corp

The Series B-1 Preferred Stock and Series B-2 Preferred Stock each vote together with the Common Stock as a single class, on a one-vote-per-share basis, carry no dividend rights or liquidation preference as preferred stock — a holder participates in dividends or liquidation proceeds only after, and to the extent of, conversion into Common Stock, and then solely in the holder’s capacity as a holder of Common Stock — and are convertible into Common Stock at rates of four-to-one and eight-to-one, respectively, beginning eighteen (18) months and twenty-four (24) months, respectively, after the original issuance date of the applicable shares. Each share of Series B-1 Preferred Stock and Series B-2 Preferred Stock will also convert automatically into Common Stock immediately prior to any reorganization, recapitalization, reclassification, consolidation, merger, share exchange or sale of all or substantially all of the Corporation’s assets in which the Common Stock is converted into or exchanged for securities, cash or other property, whether or not the applicable eighteen (18) month or twenty-four (24) month period has elapsed, unless the holders of a majority of the applicable series, voting as a separate class, approve the assumption of that series by the surviving or acquiring entity on substantially equivalent terms.

(a) Establishing Series A Voting Preferred Stock (“Series A”) consisting of 1,000,000 shares, $0.001 par value per share, which may not be issued in fractional shares.

(b) Establishing Series B-1 Convertible Preferred Stock (“Series B-1”) consisting of 25,000,000 shares, $0.001 par value per share, which may be issued in fractional shares.

The Series B-1 Preferred Stock votes together with the Common Stock as a single class on all matters submitted to stockholders, with each share of Series B-1 Preferred Stock entitling the holder to one vote, the same as one share of Common Stock. The Series B-1 Preferred Stock carries no dividend rights and has no liquidation preference as preferred stock; a holder participates in dividends or liquidation proceeds only after, and to the extent of, conversion into Common Stock, and then on the same basis as Common Stock. Each share of Series B-1 Preferred Stock is convertible, at the option of the holder, on or after the date that is eighteen (18) months following its original issuance date, into four (4) shares of Common Stock, subject to proportional adjustment for stock splits, stock dividends, combinations, reclassifications and similar recapitalizations affecting the Common Stock; a holder who elects to convert must convert all, and not less than all, of that holder’s then-outstanding Series B-1 shares. Each share of Series B-1 Preferred Stock will automatically convert into Common Stock at the then-applicable conversion rate immediately prior to the consummation of any reorganization, recapitalization, reclassification, consolidation, merger, share exchange or sale of all or substantially all of the Corporation’s assets in which the Common Stock is converted into or exchanged for securities, cash or other property (a “Reorganization Event”), whether or not the eighteen (18) month period has elapsed, and the holder will be entitled to receive the same per-share consideration payable

(c) Establishing Series B-2 Convertible Preferred Stock (“Series B-2”) consisting of 10,000,000 shares, $0.001 par value per share, which may be issued in fractional shares.

The Series B-2 Preferred Stock votes together with the Common Stock as a single class on all matters submitted to stockholders, with each share of Series B-2 Preferred Stock entitling the holder to one vote, the same as one share of Common Stock. The Series B-2 Preferred Stock carries no dividend rights and has no liquidation preference as preferred stock; a holder participates in dividends or liquidation proceeds only after, and to the extent of, conversion into Common Stock, and then on the same basis as Common Stock. Each share of Series B-2 Preferred Stock is convertible, at the option of the holder, on or after the date that is twenty-four (24) months following its original issuance date, into eight (8) shares of Common Stock, subject to proportional adjustment for stock splits, stock dividends, combinations, reclassifications and similar recapitalizations affecting the Common Stock; a holder who elects to convert must convert all, and not less than all, of that holder’s then-outstanding Series B-2 shares. Each share of Series B-2 Preferred Stock will automatically convert into Common Stock at the then-applicable conversion rate immediately prior to the consummation of any reorganization, recapitalization, reclassification, consolidation, merger, share exchange or sale of all or substantially all of the Corporation’s assets in which the Common Stock is converted into or exchanged for securities, cash or other property (a “Reorganization Event”), whether or not the twenty-four (24) month period has elapsed, and the holder will be entitled to receive the same per-share consideration payable

The Corporation’s Board of Directors has the authority, without further stockholder approval, to designate and issue additional series of Preferred Stock and to fix the rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences, and the number of shares constituting any series. The issuance of Preferred Stock could adversely affect the voting power, dividend rights, and other rights of holders of Common Stock and could have the effect of delaying, deferring, or preventing a change in control of the Corporation.

On October 15, 2026, the Corporation filed with the Nevada Secretary of State a Certificate of Designation (the “Certificate of Designation”) designating the rights, preferences, privileges, and limitations of three new series of the Corporation’s Preferred Stock. The authorized capital stock of the Corporation consists of (i) 500,000,000 shares of Common Stock and (ii) 50,000,000 shares of Preferred Stock, of which, pursuant to the Certificate of Designation, (A) 1,000,000 shares have been designated Series A Voting Preferred Stock (“Series A”), (B) 25,000,000 shares have been designated Series B-1 Convertible Preferred Stock (“Series B-1”), and (C) 10,000,000 shares have been designated Series B-2 Convertible Preferred Stock (“Series B-2”), leaving 14,000,000 shares of the Corporation’s authorized Preferred Stock undesignated.