<SEC-DOCUMENT>0000921895-25-003215.txt : 20251126
<SEC-HEADER>0000921895-25-003215.hdr.sgml : 20251126
<ACCEPTANCE-DATETIME>20251126203628
ACCESSION NUMBER:		0000921895-25-003215
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20251126
DATE AS OF CHANGE:		20251126

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEA Industries Inc.
		CENTRAL INDEX KEY:			0001482541
		STANDARD INDUSTRIAL CLASSIFICATION:	AGRICULTURE SERVICES [0700]
		ORGANIZATION NAME:           	08 Industrial Applications and Services
		EIN:				273911608
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-88074
		FILM NUMBER:		251532074

	BUSINESS ADDRESS:	
		STREET 1:		1780 55TH STREET, SUITE C
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80301
		BUSINESS PHONE:		303-993-5271

	MAIL ADDRESS:	
		STREET 1:		1780 55TH STREET, SUITE C
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80301

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Surna Inc.
		DATE OF NAME CHANGE:	20100128

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			YZILabs Management Ltd.
		CENTRAL INDEX KEY:			0002098271
		ORGANIZATION NAME:           	
		EIN:				000000000
		STATE OF INCORPORATION:			D8
		FISCAL YEAR END:			1231
		LEGAL ENTITY IDENTIFIER:    	98450075EDD8E1AE2D65

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D

	BUSINESS ADDRESS:	
		ADDRESS IS A NON US LOCATION: 	YES
		STREET 1:		2ND FLOOR, WATER'S EDGE BUILDING
		STREET 2:		WICKHAMS CAY II
		CITY:			ROAD TOWN TORTOLA
		PROVINCE COUNTRY:   	D8
		ZIP:			VG1110
		BUSINESS PHONE:		54-9-11-4082-5010

	MAIL ADDRESS:	
		ADDRESS IS A NON US LOCATION: 	YES
		STREET 1:		2ND FLOOR, WATER'S EDGE BUILDING
		STREET 2:		PO BOX 2429 WICKHAMS CAY II
		CITY:			ROAD TOWN TORTOLA
		PROVINCE COUNTRY:   	D8
		ZIP:			VG1110
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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      <securitiesClassTitle>Common Stock, par value $0.00001 per share</securitiesClassTitle>
      <dateOfEvent>11/19/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001482541</issuerCIK>
        <issuerCUSIP>86887P309</issuerCUSIP>
        <issuerName>CEA Industries Inc.</issuerName>
        <address>
          <com:street1>1780 55TH STREET, SUITE C</com:street1>
          <com:city>BOULDER</com:city>
          <com:stateOrCountry>CO</com:stateOrCountry>
          <com:zipCode>80301</com:zipCode>
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      <authorizedPersons>
        <notificationInfo>
          <personName>JIA "HOLLY" YOU</personName>
          <personPhoneNum>201-855-6358</personPhoneNum>
          <personAddress>
            <com:street1>YZILABS MANAGEMENT LTD.</com:street1>
            <com:street2>2 Fl, Water's Edge Bldg, Wickhams Cay II</com:street2>
            <com:city>Road Town, Tortola</com:city>
            <com:stateOrCountry>D8</com:stateOrCountry>
            <com:zipCode>VG 110</com:zipCode>
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        <reportingPersonCIK>0002098271</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>YZILabs Management Ltd.</reportingPersonName>
        <fundType>WC</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>D8</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>2150481.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>2150481.00</sharedDispositivePower>
        <aggregateAmountOwned>2150481.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>5.0</percentOfClass>
        <typeOfReportingPerson>CO</typeOfReportingPerson>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>Changpeng Zhao</reportingPersonName>
        <fundType>AF</fundType>
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        <citizenshipOrOrganization>C0</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
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        <aggregateAmountOwned>2150481.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>5.0</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <typeOfReportingPerson>HC</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.00001 per share</securityTitle>
        <issuerName>CEA Industries Inc.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>1780 55TH STREET, SUITE C</com:street1>
          <com:city>BOULDER</com:city>
          <com:stateOrCountry>CO</com:stateOrCountry>
          <com:zipCode>80301</com:zipCode>
        </issuerPrincipalAddress>
      </item1>
      <item2>
        <filingPersonName>This Schedule 13D is filed by:

(i) YZILabs Management Ltd, a British Virgin Islands business company ("YZi Labs"); and

(ii) Changpeng Zhao ("Mr. Zhao").

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."</filingPersonName>
        <principalBusinessAddress>The principal business address of the each of the Reporting Persons is 2nd Floor, Water's Edge Building, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands.</principalBusinessAddress>
        <principalJob>The principal business of YZi Labs is to invest in securities and fuel impact in Web3, AI and biotech. The principal business of Mr. Zhao is serving as an entrepreneur. Mr. Zhao also serves as the sole director of YZi Labs.</principalJob>
        <hasBeenConvicted>On November 21, 2023, Mr. Zhao pleaded guilty to a single count of Failure to Maintain an Effective Anti-Money Laundering Program in the U.S. District Court for the Western District of Washington. Mr. Zhao was sentenced to four months in prison and assessed a $50 million fine. This marks the first known instance that an individual with no criminal history was sentenced to prison for the same violation involving no allegations of fraud or identifiable victims. On October 21, 2025, Mr. Zhao received a full and unconditional pardon from President Trump of the above-referenced conviction. The Trump Administration has since justified Mr. Zhao's full and unconditional pardon by citing the unprecedented nature of his prosecution and sentencing. When asked about his pardon of Mr. Zhao, President Trump stated that he was informed Mr. Zhao "was not guilty of anything," that "what he did is not even a crime," and that "he was persecuted by the Biden Administration." Similarly, White House Press Secretary Karoline Leavitt explained that Mr. Zhao's prosecution was motivated by the previous Administration's "desire to punish the crypto industry."

Except as disclosed herein, no Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).</hasBeenConvicted>
        <convictionDescription>Except as disclosed herein, the Reporting Persons have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.</convictionDescription>
        <citizenship>YZi Labs is organized under the laws of British Virgin Islands. Mr. Zhao is a citizen of the United Arab Emirates and Canada.</citizenship>
      </item2>
      <item3>
        <fundsSource>The securities of the Issuer purchased by YZi Labs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The 2,150,481 shares of Common Stock, par value $0.00001 per share (the "Shares"), of the Issuer beneficially owned by YZi Labs were acquired in connection with the PIPE (as defined below) at a price of $10.10 per Share.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>The Reporting Persons acquired the Shares in connection with the Issuer's $500 million private placement offering that closed on August 5, 2025 (the "PIPE"). The Reporting Persons led the PIPE based on their belief that the PIPE and the securities, when purchased, represented an attractive investment opportunity.

In connection with the PIPE, on July 28, 2025, YZi Labs entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") and Registration Rights Agreement (the "Registration Rights Agreement") with the Issuer pursuant to which YZi Labs agreed to purchase 2,150,481 Shares at an offering price of $10.10 per Share, 7,750,510 pre-funded warrants (the "Pre-Funded Warrants") at an offering price of $10.09999 per Pre-Funded Warrant and 9,900,991 stapled warrants (the "Stapled Warrants") at an exercise price of $15.15 per Stapled Warrant, and received certain registration rights in connection with the PIPE.

On August 5, 2025, in connection with the closing of the PIPE, YZi Labs entered into a Strategic Advisor Agreement (the "Strategic Advisor Agreement") with the Issuer pursuant to which the Issuer engaged YZi Labs to provide strategic advice and guidance relating to the Issuer's business, operations, growth initiatives and industry trends in the crypto technology sector. Pursuant to the terms of the Strategic Advisor Agreement, the Issuer issued 3,564,359 strategic advisor warrants (the "Strategic Advisor Warrants") to YZi Labs.  Also on August 5, 2025, YZi Labs and 10X Capital Asset Management LLC ("10X Capital") entered into a Strategic Services Agreement pursuant to which YZi Labs would provide certain strategic advisory services to 10X Capital and receive a portion of the fees earned by 10X Capital under the asset management agreement with the Issuer (the "SSA").

Since the closing of the PIPE, the Reporting Persons have engaged, and intend to continue to engage, in discussions with the Issuer's board of directors (the "Board") and management team regarding the composition of the Board and management team and opportunities for the Issuer to enhance corporate governance and stockholder value.

On November 26, 2025, the Reporting Persons filed a preliminary consent statement on Schedule 14A with the Securities and Exchange Commission to be used to solicit written consents to, among other things, expand the size of the Board and elect certain persons to the Board to fill the resulting vacancies (the "Consent Solicitation").

The foregoing descriptions of the Securities Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants, the Stapled Warrants, the Strategic Advisor Agreement, the Strategic Advisor Warrants, and the SSA do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants, the Stapled Warrants, the Strategic Advisor Agreement and the Strategic Advisor Warrants, copies or forms of which are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7 respectively.

The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Persons, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), management team, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing their intention with respect to any and all matters referred to in Item 4.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The aggregate percentage of Shares reported owned by each person named herein is based upon the Reporting Persons' belief that there were approximately 42,769,051 Shares outstanding as of November 19, 2025, which is based upon 43,083,082 Shares outstanding as of September 18, 2025, which is the total number of shares outstanding as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on September 22, 2025, after taking into account the Share repurchases and share sales disclosed in the Company's Current Report on Form 8-K filed with the SEC on November 19, 2025.

As of the close of business on the date hereof, YZi Labs beneficially owned 2,150,481 Shares, constituting approximately 5.0% of the Shares outstanding. As the sole director of YZi Labs, Mr. Zhao may be deemed to beneficially own the 2,150,481 Shares beneficially owned by YZi Labs, representing percentage ownership of approximately 5.0%.

As of the close of business on the date hereof, YZi Labs held (i) 7,750,510 Pre-Funded Warrants, (ii) 9,900,991 Stapled Warrants and (iii) 3,564,359 Strategic Advisor Warrants. The Pre-Funded Warrants are immediately exercisable at an initial exercise price equal to $0.00001 per Share and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject to the Beneficial Ownership Limitation (as defined below). The Stapled Warrants are immediately exercisable at an initial exercise price equal to $15.15 per Share and may be exercised at any time on or prior to 5:00pm on June 28, 2028, subject to the Beneficial Ownership Limitation. The Strategic Advisor Warrants are immediately exercisable at an exercise price equal to $0.00001 per Share and may be exercised at any point on or prior to 5:00 p.m. on August 5, 2030, subject to the Beneficial Ownership Limitation. Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide, or the holder has elected, that the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 4.99% of the Issuer's then outstanding Shares (the "Beneficial Ownership Limitations"). Pursuant to the terms of the Pre-Funded Warrants, the holder may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 19.99% of the Issuer's then outstanding Shares. Pursuant to the terms of the Stapled Warrants, the holder may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer to any other percentage specified in the notice. Pursuant to the terms of the Strategic Advisor Warrants, the holder may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 9.99% of the Issuer's then outstanding Shares. As of the close of business on the date hereof, the Beneficial Ownership Limitations prohibit the exercise of any and all of the warrants held by the Reporting Persons and the shares underlying the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants are not included in the Reporting Persons' beneficial ownership as reported herein.

The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.</percentageOfClassSecurities>
        <numberOfShares>See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.</numberOfShares>
        <transactionDesc>The Reporting Persons have not entered into any transactions in the securities of the Issuer during the past sixty days.</transactionDesc>
        <listOfShareholders>No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>The descriptions of the Securities Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants, the Stapled Warrants, the Strategic Advisor Agreement, the Strategic Advisor Warrants, and the SSA as set forth in Items 4 and 5 above are incorporated herein by reference. Copies or forms of the Securities Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants, the Stapled Warrants, the Strategic Advisor Agreement, the Strategic Advisor Warrants and the SSA are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7 respectively, and incorporated herein by reference.

On November 26, 2025, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement") pursuant to which they agreed to the joint filing on behalf of each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.8.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>99.1 - Securities Purchase Agreement, dated July 28, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025).

99.2 - Registration Rights Agreement, dated July 28, 2025 (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025).

99.3 - Form of Pre-Funded Warrant, dated July 28, 2025 (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025).

99.4 - Form of Stapled Warrant, dated July 28, 2025 (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025).

99.5 - Strategic Advisor Agreement, dated August 5, 2025 (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2025).

99.6 - Form of Strategic Advisor Warrant, dated August 5, 2025 (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2025).

99.7 - Strategic Services Agreement, dated August 5, 2025.

99.8 - Joint Filing Agreement, dated November 26, 2025.</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>YZILabs Management Ltd.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Ling Zhang</signature>
          <title>Ling Zhang, Authorized Signatory</title>
          <date>11/26/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Changpeng Zhao</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Changpeng Zhao</signature>
          <title>Changpeng Zhao</title>
          <date>11/26/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
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<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>2
<FILENAME>ex997to13d14678002_112625.htm
<DESCRIPTION>STRATEGIC SERVICES AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="text-align: right; margin: 0">Exhibit 99.7</P>

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">STRATEGIC SERVICES AGREEMENT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">This Strategic Advisor Agreement (the &ldquo;<B>Agreement</B>&rdquo;)
is entered into as of July 28, 2025 (the &ldquo;<B>Effective Date</B>&rdquo;), by and between 10X Capital Asset Management LLC (&ldquo;10X&rdquo;,
&ldquo;10X Capital&rdquo;, or &ldquo;Customer&rdquo;), and YZILabs Management Ltd. (&ldquo;<B>Advisor</B>&rdquo;). Customer and Advisor
are referred to individually as a &ldquo;Party&rdquo; and collectively as the &ldquo;Parties.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><U>RECITALS</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>WHEREAS</B>, Customer is an asset management
company who desires to retain Advisor to support its digital asset strategies and treasury management business;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>WHEREAS</B>, Customer is sponsoring and
will be named asset manager of a publicly listed Company, currently named CEA Industries Inc. (the &ldquo;<B>Company</B>&rdquo;), which
aims to implement a digital assets treasury strategy, focused on BNB (&ldquo;<B>BNB</B>&rdquo;) and BNB equivalents, including long and
short strategies, hedging, staking, restaking and liquid staking, primarily in the BNB ecosystem (the &ldquo;<B>BNB Treasury Strategy</B>&rdquo;);
and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>WHEREAS</B>, Advisor is a leading company
in the digital asset industry who provides general advisory services regarding digital assets, BNB Chain, and related technologies;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>NOW, THEREFORE</B>, in consideration of
the mutual covenants and promises herein contained, the parties agree as follows:</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">1.
</FONT>Engagement</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">1.1 <B>Services</B>.
Advisor agrees to provide strategic advisory services to Customer as described in Schedule A attached hereto (the &ldquo;<B>Services</B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">1.2 <B>Independent
Contractor</B>. Advisor shall perform the Services as an independent contractor and not as an employee, agent, or partner of Customer.
Nothing in this Agreement shall be construed to create a joint venture, partnership, or agency relationship between the Parties. Nothing
in this Agreement shall be construed to create any partnership, association, or agency relationship between the Parties or to impose any
fiduciary duty on the Advisor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">1.3 <B>No Fiduciary
Role</B>. The Advisor is not, and shall not be deemed to be, acting as a fiduciary or investment adviser to the Customer, the Company,
or any of their respective affiliates, shareholders, or partners in connection with this Agreement or any matter contemplated herein.
The Customer acknowledges that it is not relying on the Advisor as a fiduciary or for investment advice, and that all decisions made by
the Customer and/or the Company are based on its own independent evaluation and judgment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">1.4 <B>Regulatory Status;
No Securities Activities</B>. The Advisor is not registered, licensed, or qualified as a broker-dealer, investment adviser, commodity
pool operator, commodity trading advisor, or similar regulated person under any applicable securities or financial services laws. Nothing
in this Agreement shall be construed as requiring the Advisor to register or maintain any regulatory status or license. The Advisor shall
not, and is not expected or authorized to: (i) solicit investors, (ii) participate in the negotiation or execution of securities transactions,
or (iii) receive any transaction-based compensation related to the purchase or sale of securities. The Compensation shall not be contingent
upon the consummation of any securities transaction. The Advisor is not required and shall not engage in the purchase, sale, or trading
of securities, including securities of the Company or its affiliates, whether for its own account or on behalf of any third party, in
connection with this Agreement. The Advisor shall not provide recommendations, strategies, or advice concerning the purchase or sale of
any securities. The Client shall not request, and the Advisor shall not be required to provide, any services that would require registration
as an investment adviser, broker-dealer, or similar regulated role.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">1.5 <B>No Minimum Commitment</B>.
The Advisor shall not be required to devote any minimum level of time or resources to the Customer or the Company, and this Agreement
shall not obligate the Advisor to make any capital contributions, investments, guarantees, or other financial commitments to the Company,
the Customer, or any third party.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">2.
</FONT>Term and Termination</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.1 <B>Term</B>. This
Agreement shall commence on the Effective Date and shall continue for as long as 10X Capital or its affiliates are acting as asset manager
of the Company under the Asset Management Agreement entered between the Company and 10X on or around the date hereof (as may be amended,
supplemented, restated, or replaced from time to time, the &ldquo;<B>AMA</B>&rdquo;), unless earlier terminated in accordance with this
Section 2 (the &ldquo;<B>Term</B>&rdquo;). If Customer (or any of its affiliates) is still engaged by and earning and actually receiving
its fee from Company, and this Agreement is terminated by the Customer for any reason other than for Cause (as defined in Section 2.3
hereof) during the Term or if the Advisor terminates this Agreement for Cause (as defined in Section 2.3 hereof), the Customer shall pay
to the Advisor, as liquidated damages and not as a penalty, an amount equal to all fees and other compensation that would have accrued
to the Advisor under this Agreement from the date of termination through the end of the Term (as if the Agreement has not been terminated
before the termination or the end of the term of the AMA). The Parties acknowledge and agree that the actual damages in such event would
be difficult to ascertain and that this amount represents a reasonable estimate thereof and not a penalty. Upon any termination, all of
the Advisor&rsquo;s obligations hereunder shall cease, except for those that expressly survive under the terms of this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.2 <B>Termination
by the Advisor other than Cause</B>. The Advisor may terminate this Agreement upon thirty (30) days&rsquo; prior written notice to the
Customer if the Advisor determines, in its sole reasonable discretion, that: (i) continuing to perform its obligations under this Agreement
may result in actual regulatory, legal, or compliance risk to the Advisor or any of its shareholders holding more than 20% of the equity;
or (ii) there has been a material change in the operations, structure, ownership, financial condition, business model, or strategic direction
of the Company away from BNB that, in the Advisor&rsquo;s reasonable judgment, adversely affects the basis upon which this Agreement
was entered into.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.3 <B>Termination
for Cause</B>. This Agreement may be terminated at any time for Cause (i) by the Customer upon at least sixty (60) days prior written
notice to the Advisor and (ii) by the Advisor upon at least sixty (60) days prior written notice to the Customer (unless stated otherwise
below). Each such notice set forth in this Section 2.3 shall be referred to as a &ldquo;<B>Termination Notice</B>&rdquo;. In the event
that either Party asserts a right to terminate this Agreement for Cause, the Parties agree that, as a condition precedent to the effectiveness
of any such termination, they shall first attempt in good faith to resolve the dispute through mediation. The Parties shall participate
in the mediation in good faith and shall share equally the costs of the mediation. The mediation shall be completed within sixty (60)
days of the appointment of the mediator, unless otherwise agreed in writing by the Parties. If the dispute is not resolved through mediation
within such period, either party may pursue any remedies available at law or in equity, including termination of this Agreement for cause.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.4 For the purposes
hereof, the term &ldquo;Cause&rdquo; means (i) with respect to the Advisor, (A)(I) fraud, (II) bad faith resulting in a material breach
of this Agreement, or (III) any action or omission constituting gross negligence or willful misconduct in performing its obligations under
this Agreement, which in each case of (II) or (III) that results in an adverse effect on the Customer that is both material and demonstrable;
provided, that the Advisor shall have a cure period of fifteen (15) days following notice of an occurrence of (I) or (II) (if such breach,
action or omission, as applicable is curable), (B) an Act of Insolvency occurring with respect to the Advisor; provided that an Act of
Insolvency shall not be deemed to occur if the Advisor assigns its obligations under this Agreement to an affiliate that is not subject
to an Act of Insolvency, and (C) is dissolved; provided that such dissolution shall not be deemed to occur if the Advisor assigns its
obligations under this Agreement to an affiliate that is not subject to dissolution; and (ii) with respect to the Customer (A) a material
and demonstrable breach by the Customer of its obligations under this Agreement (provided, that the Customer shall have a cure period
of thirty (30) days following notice of breach in the case of any such breach that is susceptible of cure) or (B) it becomes unlawful
under any applicable law (as determined by the Advisor in its sole discretion) for the Advisor to perform its obligations under the Agreement,
in which case the Advisor may immediately suspend its performance of all obligations under this Agreement and may terminate this Agreement
with three (3) days prior written notice, unless immediate termination is agreed to in writing by the Parties. If this Agreement is terminated
pursuant to 2.4(ii)(B), Advisor irrevocably waives any rights and claims to continued payments under this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.5 For the purposes
hereof, &ldquo;<B>Act of Insolvency</B>&rdquo; means the Advisor (i) is dissolved (other than pursuant to a consolidation, amalgamation
or merger); (ii)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency,
rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its
head or home office, a non-frivolous proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy
or insolvency law or other similar law affecting creditors&rsquo; rights, or a petition is presented for its winding-up or liquidation
by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency
or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors&rsquo; rights, or a
petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity
not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within
90 days of the institution or presentation thereof; (iii) has a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger); (iv) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its
assets; or (v) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration
or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession,
or any such process is not dismissed, discharged, stayed or restrained, in each case within 60 days thereafter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.6 In the event that
this Agreement is terminated pursuant to Section 2.3 for Cause by the Advisor, the Advisor shall be entitled to any and all actual demonstrable
damages and legal remedies arising from or in connection therewith.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.7 Termination shall
not affect liabilities or obligations incurred or arising from transactions initiated under this Agreement prior to such termination,
except in the case of fraud, theft or embezzlement or similar actions on behalf of the non-terminating Party.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.8 <B>Termination
by Mutual Agreement</B>. Both Parties may agree in writing to terminate this Agreement by mutual agreement at any point during the Term.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">2.4 <B>Effect of Termination
for Cause or by Mutual Agreement</B>. Upon termination of this Agreement, Advisor shall cease providing the Services, and Customer shall
pay Advisor any fees due and payable under this Agreement up to the effective date of termination.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">3.
</FONT>Compensation</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">3.1 <B>Compensation</B>.
Customer shall pay Advisor the compensation set forth in Schedule B attached hereto (the &ldquo;Compensation&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">3.2 <B>Payment Terms</B>.
All amounts payable to the Advisor under this Agreement shall be paid in full, free and clear of any deductions, set-offs, withholdings
(including but not limited to any taxes, levies, charges, or duties of any nature), or counterclaims (unless otherwise agreed to in writing
by the Parties), in either (i) U.S. Dollars via wire transfer to a bank account designated by the Advisor, or (ii) stablecoins of equivalent
U.S. Dollar value (such as USDC or USDT) to a digital wallet address designated by the Advisor, as may be agreed in writing by the Parties
from time to time. The Customer shall make each such payment within ten (10) calendar days following its receipt of the applicable fees
or compensation from the Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">3.3 <B>Late Payment</B>.
In the event any amount payable to the Advisor under this Agreement is not paid when due, such amount shall accrue interest at a rate
of eight percent (8%) per annum, compounded monthly, from the date such payment was due until the date paid in full. This is without
prejudice to any other rights or remedies the Advisor may have at law or in equity, including the right to seek specific performance,
reimbursement of enforcement costs, and injunctive relief.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">3.4 <B>Reporting Obligations</B>.
To ensure transparency and enable the Advisor to independently verify the amounts payable under this Agreement, upon written request from
the Advisor, the Customer shall provide the following information and supporting documentation to the Advisor:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(a) Within fifteen
(15) calendar days following the end of each month, and promptly upon the receipt of any payment by the Customer or its affiliates from
the Company under the AMA, the Customer shall deliver a written statement certifying:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0in">(i) the total amount
of management fees and performance-based compensation received by the Customer (or its affiliates) from the Company during the relevant
period;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0in">(ii) a detailed calculation
of the amounts payable to the Advisor under this Agreement, including the applicable fee rates, calculation methodology, and any pro rata
allocation; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0in">(iii) the date on which
such fees were actually received by the Customer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(b) Together with each
such report, the Customer shall provide all relevant supporting documentation, including, without limitation:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0in">(i) internal accounting
records or worksheets used to compute the Advisor&rsquo;s fee amounts;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0in">(ii) wire confirmations,
bank statements, remittance advices, or other evidence of receipt of funds from the Company; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0in">(iii) any fee-related
notices or reports provided by the Company to the Customer in connection with the AMA.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(c) Upon reasonable
request, the Customer shall provide any additional documentation or clarification the Advisor may reasonably require to confirm the accuracy,
completeness, and timeliness of any amount reported or paid under this Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">3.5 <B>Books and Records</B>.
The Advisor shall have the right, upon at least five (5) business days&rsquo; written notice, to audit the relevant books and records
of the Customer solely for the purpose of confirming amounts due under this Agreement. Such audit may be conducted by a certified independent
accountant or auditor subject to customary confidentiality obligations. The costs of such accounting or audit shall be borne by the Customer
if the audit reveals a discrepancy in favor of the Advisor exceeding the greater of (i) one percent (1%) of the total amount due by the
Customer to the Advisor for the audited period or (ii) fifty thousand U.S. dollars (USD 50,000). Otherwise, such costs shall be borne
by the Advisor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">4.
</FONT>Confidentiality</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">4.1 <B>Confidential
Information</B>. &ldquo;Confidential Information&rdquo; means non-public information regarding the disclosing Party&rsquo;s business affairs,
products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary
information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise
identified as &ldquo;confidential.&rdquo; For the avoidance of doubt, and notwithstanding anything in the contrary under this Agreement,
the Customer shall not provide any material non-public information related to the Company, its business, operations or financial.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">4.2 <B>Exclusions</B>.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b)
was known to the receiving Party prior to the Effective Date; (c) is independently developed by the receiving Party without use of or
reference to the disclosing Party&rsquo;s Confidential Information; or (d) is disclosed pursuant to legal or regulatory requirements,
provided, however in the case of clause (d), the receiving Party shall disclose no more than that portion of the Confidential Information
which, on the advice of the receiving Party&rsquo;s legal counsel, such legal or regulatory requirement specifically requires the receiving
Party to disclose.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">4.3 <B>Treatment of
Confidential Information</B>. Each Party shall: (A) protect and safeguard the confidentiality of the disclosing Party&rsquo;s Confidential
Information with at least the same degree of care as the receiving Party would protect its own Confidential Information, but in no event
with less than a commercially reasonable degree of care; (B) not use the disclosing Party&rsquo;s Confidential Information, or permit
it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (C) not disclose any such Confidential
Information to any person or entity, except to the receiving Party&rsquo;s representatives who need to know the Confidential Information
to assist the receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The receiving
Party shall be responsible for any breach of this Section 4.3 caused by any of its representatives. On the expiration or termination of
the Agreement, the receiving Party and its representatives shall, upon written request from the disclosing Party, promptly return to the
disclosing Party all copies, whether in written, electronic or other form or media, of the disclosing Party&rsquo;s Confidential Information,
or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">4.4 <B>Use of Name</B>.
The Customer shall not use the name, logo, or trademarks of the Advisor without its prior written consent. Any press release or public
communication referencing the Advisor or this Agreement shall be subject to the Advisor&rsquo;s prior approval. The Advisor shall not
use the name, logo or trademarks of the Customer or the Company without prior written consent.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">4.5 <B>Survival</B>.
The obligations under this Section 4 shall survive the termination or expiration of this Agreement for a period of two (2) years.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">5.
</FONT>Limitation of Liability</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">5.1 <B>Liability of
the Customer</B>. The aggregate liability of the Customer for indemnifiable losses under this Agreement shall be limited to all fees and
other compensation that would have accrued to the Customer under the AMA through the preceding twelve (12) months.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">5.2 <B>Exclusion of
Consequential Damages</B>. Neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, or punitive
damages, including loss of profits or revenue, arising out of or related to this Agreement, even if advised of the possibility of such
damages.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">5.3 <B>Exclusions</B>.
For the avoidance of doubt, the limitations of liability set forth in Section 5.1 and 5.2 shall not apply to (i) any payment obligations
of the Customer under this Agreement, including amounts payable pursuant to Section 3 or Schedule B; (ii) the Customer&rsquo;s liability
for fraud, willful misconduct, bad faith, or negligence; or (iii) the Customer&rsquo;s liability for liquidated damages pursuant to Section
2.1.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">5.2 <B>Liability of
the Advisor</B>. Except in the cases of gross negligence, willful misconduct or fraud (each, a &ldquo;<B>Disqualifying Action</B>&rdquo;),
none of the Advisor, its affiliates or their respective officers, directors, agents and employees (collectively, the &ldquo;<B>Covered
Persons</B>&rdquo;) shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any claims, liabilities,
losses, damages, penalties, obligations or expenses of any kind whatsoever, including reasonable and documented attorneys&rsquo; fees
and court costs (&ldquo;<B>Losses</B>&rdquo;) suffered by the Customer as the result of any act or omission by the Advisor in connection
with, arising out of or relating to the performance of its services hereunder. The Customer further agrees that no Covered Person shall
be liable for any Losses caused, directly or indirectly, by any act or omission of the Customer or any act or omission by the Company,
or by any other non-party. Under no circumstances shall the Advisor or any Covered Person be liable for any special, incidental, exemplary,
consequential, punitive, lost profits or indirect damages.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">5.3 <B>Indemnification.</B></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(a)</TD><TD STYLE="text-align: justify">With respect to the services and transactions contemplated by this Agreement, the Customer agrees to indemnify
and hold harmless each of the Covered Persons against any Losses actually suffered or incurred by reason of, relating to, based upon,
arising from or in connection with (directly or indirectly) (i) the operations, business or affairs of the Customer, or any actions taken
by the Advisor or failure by it to act, excluding any actions or failure to act on behalf of the Advisor which would rise to the level
of Cause, in connection with this Agreement (including, without limitation, any Losses arising as a result of any operational errors committed
by or erroneous instructions provided by the Customer), (ii) a Disqualifying Action by the Customer, (iii) any regulatory, governmental,
or law enforcement inquiry, investigation, examination, proceeding, or enforcement action relating to or arising from the Customer concerning
the BNB Treasury Strategy or in connection with the services provided by the Customer to the Company, or (iv) the Customer&rsquo;s breach
of this Agreement, in each case except to the extent that such Losses are determined by a court of competent jurisdiction, upon entry
of a final judgment, to be attributable to a Disqualifying Action of such Covered Person.</TD></TR></TABLE>

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<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(b)</TD><TD STYLE="text-align: justify">With respect to the indemnification obligations set forth in Section 5.3(a), to the fullest extent permitted
by law, the Customer shall, upon the request of any Covered Person, advance or promptly reimburse such Covered Person&rsquo;s actual and
documented out-of-pocket costs of investigation (whether internal or external), litigation or appeal, as incurred, including attorneys&rsquo;
reasonable and documented fees and disbursements, reasonably incurred in responding to, litigating or endeavoring to settle any claim,
action, suit, investigation or proceeding, whether or not pending or threatened, and whether or not any Covered Person is a party, arising
out of or in connection with or relating to the operations, business or affairs of, or in furtherance of the interests of, the Customer
in connection with its activities under the AMA, the services provided by the Customer to the Company, and/or this Agreement (a &ldquo;<B>Claim</B>&rdquo;);
provided that the affected Covered Person shall, as a condition of such Covered Person&rsquo;s right to receive such advances and reimbursements,
undertake in writing to promptly repay the applicable funds for all such advancements or reimbursements if a final judgment of a court
of competent jurisdiction has determined that such Covered Person is not then entitled to indemnification under this Section 5.3. If any
Covered Person recovers any amounts in respect of any Claims from insurance coverage or any third-party source, then such Covered Person
shall, to the extent that such recovery is duplicative, reimburse the Customer for any amounts previously paid to it by the Customer in
respect of such Claims.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(c)</TD><TD STYLE="text-align: justify">Promptly after receipt by a Covered Person of notice of any Claim or of the commencement of any action
or proceeding involving a Claim, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the
Customer, give written notice to the Customer of the receipt of such Claim or the commencement of such action or proceeding; provided,
that the failure of any Covered Person to give notice as provided herein within at least thirty (30) calendar days shall not relieve the
Customer of its obligations hereunder, except to the extent that the Customer is actually prejudiced by such failure to give notice.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(d)</TD><TD STYLE="text-align: justify">Each Covered Person shall fully cooperate with the Customer and its counsel in responding to, defending
and endeavoring to settle any proceedings or Losses that may be subject to indemnification by the Customer pursuant to this Section 5.3.
Without limiting the generality of the immediately preceding sentence, if any proceeding is commenced against a Covered Person, the Customer
shall be entitled to participate in and to assume the defense thereof to the extent that the Customer may wish, with counsel reasonably
satisfactory to such Covered Person. After notice from the Customer to such Covered Person of the Customer&rsquo;s election to assume
the defense thereof, the Customer shall not be liable for expenses subsequently incurred by such Covered Person without the consent of
the Customer (which shall not be unreasonably withheld) in connection with the defense thereof. Without the Covered Person&rsquo;s consent,
the Customer will not consent to entry of any judgment in or enter into any settlement of any such action or proceeding which does not
include as an unconditional term thereof the giving by every claimant or plaintiff to such Covered Person of a release from all liability
in respect of such claim or litigation.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">(e)</TD><TD STYLE="text-align: justify">The right of any Covered Person to indemnification as provided herein shall be cumulative of, and in addition
to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend
to such Covered Person&rsquo;s successors, assigns and legal representatives.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">6.
</FONT>Representations and Warranties</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">6.1 <B>Mutual Representations</B>.
Each Party represents and warrants to each other that: (a) it has the full right, power, and authority to enter into and perform its obligations
under this Agreement; and (b) its performance under this Agreement will not violate any applicable laws or regulations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">6.2 <B>Disclaimer</B>.
Except as expressly set forth in this Agreement, Advisor makes no warranties, express or implied, including any warranties of merchantability,
fitness for a particular purpose, or non-infringement.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">6.3 <B>Investor Status</B>.
The Advisor represents that it is either: (i) an &ldquo;accredited investor&rdquo; as defined in Rule 506(d) of Regulation D under the
Securities Act of 1933, as amended (the &ldquo;<B>Securities Act</B>&rdquo;) or (ii) a &ldquo;qualified institutional buyer&rdquo; as
defined in Rule 144A(a)(1) under the Securities Act. The Advisor hereby represents that neither it nor any of its Rule 506(d) Related
Parties (as defined below) is a &ldquo;bad actor&rdquo; within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes
of this Agreement, &ldquo;Rule 506(d) Related Party&rdquo; shall mean a person or entity covered by the &ldquo;Bad Actor disqualification&rdquo;
provision of Rule 506(d) of Regulation D under the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">6.4 <B>No Investment
Advice</B>. Customer acknowledges and agrees that the Advisor is not registered or licensed as an investment adviser, broker-dealer, or
other regulated financial institution under the U.S. Investment Advisers Act of 1940 (the &ldquo;Advisers Act&rdquo;), the U.S. Securities
Exchange Act of 1934, or any other applicable securities laws. Advisor does not, and shall not, provide investment advice to the Customer
or to the Company, nor shall any of the Services rendered under this Agreement be construed as investment advice, investment management,
or a solicitation to buy or sell any security or financial instrument. The Parties acknowledge and agree that the Advisor is not providing
advice with respect to securities or any other instruments regulated as securities under U.S. law. The Customer further acknowledges and
agrees that neither the Customer nor the Company shall be considered an &ldquo;advisory client&rdquo; of the Advisor for purposes of the
Advisers Act or any other applicable securities law, and, to the fullest extent permitted by law, shall not be entitled to the protections
afforded to advisory clients thereunder. The Services provided hereunder are limited to general strategic and commercial support and do
not include investment advice, recommendations, or portfolio management related to securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">6.5 <B>Acknowledgements</B>.
The Customer acknowledges that the Advisor will not, in connection with the Services or otherwise:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(a) provide investment
advice, price forecasts, trading recommendations, or any other form of guidance relating to the valuation, market performance, or expected
returns of BNB or any other digital asset;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(b) act in the capacity
of, or hold itself out as, an investment adviser, broker-dealer, fiduciary, or any other person or entity subject to registration or licensing
under applicable securities, commodities, or financial services laws and regulations; or</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(c) utilize, rely upon,
or disseminate any material non-public information, trade secrets, or other confidential or proprietary information concerning BNB, Binance,
BNB Chain, or any of their respective affiliates, operations, or business plans.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify">The Advisor&rsquo;s role is limited to
providing non-fiduciary, non-discretionary strategic support based solely on publicly available information and general industry knowledge.
For the avoidance of doubt, the Advisor does not act on behalf of, or in coordination with, Binance, BNB Chain, or any of their affiliates,
and shall not be deemed to represent their interests in any capacity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">6.5 <B>Additional Representations
of the Customer</B>. The Customer further represents and warrants to the Advisor, as of the Effective Date and throughout the Term, that:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(a) it is duly organized,
validly existing, and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to execute,
deliver, and perform its obligations under this Agreement and the AMA;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(b) this Agreement
and the AMA have been duly authorized, executed, and delivered by the Customer and constitute legal, valid, and binding obligations of
the Customer, enforceable against it in accordance with their terms;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(c) its entry into
and performance under this Agreement and the AMA do not and will not: (i) violate any applicable law, rule, regulation, or order of any
governmental authority; (ii) conflict with, breach, or result in a default under any agreement, contract, instrument, or obligation to
which it is a party or by which it or its assets are bound; or (iii) require the consent or approval of, or any notice to, any third party
or governmental authority that has not been duly obtained or given;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(d) it is not subject
to any litigation, arbitration, investigation, proceeding, or order that would reasonably be expected to adversely affect its ability
to perform its obligations under this Agreement or the AMA;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(e) it is not insolvent,
and no bankruptcy, reorganization, insolvency, receivership, or similar proceeding is pending or, to its knowledge, threatened against
it or its assets;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(f) it is in compliance
in all material respects with applicable anti-corruption, anti-bribery, anti-money laundering, and sanctions laws and regulations, and
it is not subject to any sanctions administered by OFAC, the U.S. State Department, the EU, the UK, or any other relevant governmental
authority;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(g) it is not required
to be registered as an investment adviser, broker-dealer, or other regulated entity under the U.S. Investment Advisers Act of 1940, the
U.S. Securities Exchange Act of 1934, or any other applicable securities laws, or if so registered, it is and remains in good standing
with all required licenses and registrations;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(h) it has and will
maintain all necessary internal approvals, corporate authorizations, and regulatory qualifications to act as asset manager of the Company
pursuant to the AMA;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(i) within ten (10)
business days the AMA will be in full force and effect and has not been amended, waived, or terminated, except as disclosed in writing
to the Advisor; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(j) no statement, certificate,
report, document, or other information furnished by or on behalf of the Customer to the Advisor in connection with this Agreement or the
transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary to make
such statements not misleading.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(k) the total number
of warrants to purchase shares of the Company&rsquo;s common stock issued or to be issued to the Customer (or any of its affiliates, designees,
or related parties) by the Company in connection with its role as strategic advisor, including the Strategic Advisor Warrants and any
similar instruments, shall not exceed five and eight-tenths percent (5.8%) of the aggregate number of (i) shares of common stock of the
Company, (ii) shares issuable upon exercise of Pre-Funded Warrants, and (iii) shares issuable upon exercise of Stapled Warrants, in each
case issued pursuant to those certain Securities Purchase Agreements, dated as of July 28, 2025, between the Company and each of the Purchasers
(as defined therein).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">7.
</FONT>Covenants of the Customer</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Customer hereby covenants
and agrees, for the benefit of the Advisor, as follows:</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">7.1 <B><U>Strategic
Committee Appointment</U></B>. The Customer shall use commercially reasonable efforts to procure that the Company establishes and maintains
a Strategic Committee in accordance with the AMA, and shall use best efforts to procure that the Advisor has the opportunity to nominate
one (1) member to such Strategic Committee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">7.2 <B>Treasury Strategy
and Investment Restrictions</B>. Unless otherwise agreed upon by Customer and Company, Customer shall procure that the Company adheres
to the BNB Treasury Strategy and agrees that:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(a) The Company&rsquo;s
treasury assets shall be primarily invested in BNB and BNB-related instruments, including, without limitation, staking, restaking, liquid
staking, and other on-chain strategies that generate yield within the BNB ecosystem;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(b) The Customer represents
that the assets managed under the AMA shall not include securities under U.S. law. Furthermore, the Customer shall ensure that the Company
and the Treasury Subsidiary shall not engage in trading or investment activities involving derivatives, synthetic instruments, or any
other structured products that may be deemed securities or may otherwise trigger investment adviser or broker-dealer registration requirements
under applicable U.S. securities laws;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(c) The Company may
hold Bitcoin or other digital assets only to the extent such assets are (i) necessary to support operational needs directly related to
the implementation or optimization of the BNB-focused strategy, or (ii) received as yield, rewards, or distributions resulting from the
holding or deployment of BNB assets; provided, however, that such other digital assets shall not be acquired or held for speculative or
treasury diversification purposes, and in no event shall such non-BNB assets exceed 10% of the Treasury Assets without the prior written
approval of the Strategic Committee (as defined in the AMA);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(d) The Treasury Assets
shall be held by a bankruptcy-remote Delaware limited liability company (CEA BRS LLC), wholly owned by the Company (the &ldquo;<B>Treasury
Subsidiary</B>&rdquo;), which shall be maintained at all times as a segregated, special-purpose vehicle solely for the custody, investment,
and management of Treasury Assets. The Customer shall procure that (i) the Treasury Assets are not commingled with any other assets of
the Company or its affiliates, (ii) the Treasury Subsidiary shall not incur any liabilities or indebtedness, (iii) the Treasury Subsidiary
shall not guarantee or cross-collateralize any liabilities of the Company or its other subsidiaries, and (iv) the Treasury Subsidiary
and the Treasury Assets are protected, to the fullest extent permitted by law, from claims of creditors of the Company and any other affiliated
entity. The Customer shall take all corporate and structural actions necessary to maintain the bankruptcy-remote and asset-protected status
of the Treasury Subsidiary at all times;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(e) US$5,000,000 of
the proceeds of the Capital Raise is considered to account for and represent the first 12 months of the operating budget of the Company
under the Asset Management Agreement, including the costs of being a public company</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">7.3 <B>Use of Proceeds
and Indebtedness.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(a) The Customer shall
use commercially reasonable efforts to procure that the majority of the capital raised by the Company shall be allocated to the BNB Treasury
Strategy.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">(b) The Customer shall
use commercially reasonable efforts to procure that the Treasury Subsidiary shall not incur any indebtedness outside of the ordinary course
of business and only to the extent required for fundraising purposes to make contributions to the BNB Treasury Strategy. For the avoidance
of doubt, the use of margin accounts shall constitute indebtedness within the ordinary course of business.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">7.4 <B>Asset Management
Agreement</B>. The Customer shall not, and shall procure that none of its affiliates shall, directly or indirectly amend, modify, waive,
terminate, or enter into any side arrangement (whether written or oral) with respect to the AMA that would reasonably be expected to adversely
affect the economic rights, interests, compensation, or entitlements of the Advisor or any of its affiliates, without the prior written
consent of the Advisor. This includes, without limitation, any changes to the fee structure, duration, or termination provisions of the
AMA.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">7.5 <B>Reporting and
Transparency</B>. The Customer shall cooperate in good faith with the Advisor in all matters related to the calculation, verification,
and payment of fees and entitlements under this Agreement, and respond promptly to reasonable information requests.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">7.6 <B>Preservation
of Rights</B>. The Customer shall not take, authorize, or permit any action, or omit to take any action, that could reasonably be expected
to frustrate, limit, or delay the exercise by the Advisor of any of its rights under this Agreement, including, without limitation, its
rights to receive Compensation or exercise consent rights. The Customer shall not agree to the appointment of any replacement, co-manager,
or delegate under the AMA that would reduce or dilute the Advisor&rsquo;s Compensation under this Agreement without the Advisor&rsquo;s
prior written consent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">7.7 <B>Restrictions
on Preferred Securities and Preferential Rights</B>. Dividends. The Customer shall use its commercially reasonable efforts to ensure that
the Company does not (i) authorize, issue, or grant (whether directly or indirectly) any equity securities or instruments of the Company
that carry preferred economic or governance rights, liquidation preferences, anti-dilution protections, or any other rights or privileges
that are senior to or pari passu with those held or entitled to be held by the Advisor (including equity-linked instruments such as warrants
or convertible securities), without the prior written consent of the Customer and the Advisor, (ii) declare or pay any dividends or other
distributions on any class of securities of the Company, whether in cash, securities, or other property.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-weight: normal">8.
</FONT>Miscellaneous</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">8.1 <B>Governing Law
and Dispute Resolution</B>. This Agreement shall be governed by the laws of Delaware. Any claim, dispute, or controversy (&ldquo;<B>Claim</B>&rdquo;)
arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by the courts of Abu Dhabi
Global Markets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">8.2 <B>Entire Agreement</B>.
This Agreement, including its Schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings,
and communications, whether written or oral, relating to the subject matter hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">8.3 <B>Amendments</B>.
This Agreement may only be amended in writing signed by both Parties.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">8.4 <B>Assignment</B>.
Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, whether by operation of law or
otherwise, without the prior written consent of the Party; provided, however, that either Party may assign this Agreement, without the
other Party&rsquo;s consent, to any of its affiliates, provided that such affiliate agrees in writing to be bound by the terms of this
Agreement. Any attempted assignment in violation of this Section shall be null and void. Any change of control of the Customer shall be
deemed an assignment requiring consent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">8.5 <B>Notices</B>.
All notices under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or email
(with confirmation of receipt).</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">8.6 <B>No Group Formation</B>.
Nothing in this Agreement shall be deemed to constitute the formation of a &lsquo;group&rsquo; (as defined in Section 13(d)(3) of the
Exchange Act) among the Parties. Each Party shall act independently with respect to its investment and voting decisions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">8.7 <B>Counterparts</B>.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>IN WITNESS WHEREOF</B>, the Parties have
executed this Agreement as of the Effective Date.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>10X Capital Management LLC</B></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>YZILabs Management Ltd.</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; border-bottom: Black 0.5pt solid">/s/ Hans Thomas</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; border-bottom: Black 0.5pt solid">/s/ Changpeng Zhao</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 6%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="width: 9%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Name:</TD>
    <TD STYLE="width: 35%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Hans Thomas</TD>
    <TD STYLE="width: 3%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="width: 6%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="width: 9%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Name:</TD>
    <TD STYLE="width: 32%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Changpeng Zhao</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Title:</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Chief Executive Officer</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Title:</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Director</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"></P>

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<SEQUENCE>3
<FILENAME>ex998to13d14678002_112625.htm
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: right">Exhibit 99.8</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">JOINT FILING AGREEMENT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">In accordance with Rule 13d-1(k)(1)(iii) under
the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.00001 par value of CEA Industries Inc. This Joint
Filing Agreement shall be filed as an Exhibit to such Statement.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font-size: 10pt; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 1.45pt; padding-left: 1.45pt">YZILabs Management Ltd.</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 1.45pt; padding-left: 1.45pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 5%; padding-right: 1.45pt; padding-left: 1.45pt; font: 10pt Times New Roman, Times, Serif">By:</TD>
    <TD STYLE="width: 45%; padding-right: 1.45pt; padding-left: 1.45pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; border-bottom: Black 0.5pt solid">/s/ Ling Zhang</P></TD>
    <TD STYLE="width: 50%; padding-right: 1.45pt; padding-left: 1.45pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 1.45pt; padding-left: 1.45pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 1.45pt; padding-left: 1.45pt">Ling Zhang, Authorized Signatory</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 1.45pt; padding-left: 1.45pt">Date:</TD>
    <TD COLSPAN="2" STYLE="font: 10pt Times New Roman, Times, Serif; padding-right: 1.45pt; padding-left: 1.45pt">11/26/2025</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="padding-right: 1.45pt; padding-left: 1.45pt">Changpeng Zhao</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="padding-right: 1.45pt; padding-left: 1.45pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 5%; padding-right: 1.45pt; padding-left: 1.45pt">By:</TD>
    <TD STYLE="width: 45%; padding-right: 1.45pt; padding-left: 1.45pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; border-bottom: Black 0.5pt solid">/s/ Changpeng Zhao</P></TD>
    <TD STYLE="width: 50%; padding-right: 1.45pt; padding-left: 1.45pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 1.45pt; padding-left: 1.45pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 1.45pt; padding-left: 1.45pt">Changpeng Zhao</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 1.45pt; padding-left: 1.45pt">Date:</TD>
    <TD COLSPAN="2" STYLE="padding-right: 1.45pt; padding-left: 1.45pt">11/26/2025</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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