Exhibit 3.1

CERTIFICATE OF DESIGNATION OF

11% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

OF FALCON’S BEYOND GLOBAL, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware (as amended, supplemented or restated from time to time, the “DGCL”), Falcon’s Beyond Global, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

WHEREAS, the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of up to 30,000,000 shares of preferred stock, par value $0.0001 per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the Board of Directors of the Corporation (the “Board”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series; and

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

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

1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

(a) “Accrued Dividends” has the meaning set forth in Section 4(a)(v).

(b) “Board” has the meaning set forth in the Recitals.

(c) “Business Day” means any day except any Saturday, any Sunday, any day which a federal legal holiday in the United States or on which banking institutions in the State of New York any day are authorized or required by law or other governmental action to close.

(d) “Capital Stock” means, with respect to any Person, any and all shares of, interests in, rights to purchase, warrants to purchase, options for, participations in or other equivalents of or interests in (however designated) stock issued by such Person.

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

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

(g) “Code” means the U.S. Internal Revenue Code of 1986, as amended.

(h) “Common Stock” means the Corporation’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and the Corporation’s Class B common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

(i) “Conversion Agent” means the Person, acting in its capacity as conversion agent for the Series B Preferred Stock, and its successors and assigns. The initial Conversion Agent shall be Continental Stock Transfer and Trust Company.

(j) “Conversion Shares” means the shares of Common Stock then issuable upon conversion of the Series B Preferred Stock in accordance with the terms of Section 9.

(k) “Corporation” has the meaning set forth in the Recitals.

(l) “DGCL” has the meaning set forth in the Recitals.

(m) “Dividend Payment Period” means, in respect of any share of Series B Preferred Stock, the period from (and including) the Original Issuance Date of such share to (but excluding) the next Dividend Payment Date and, subsequently, in each case the period from (and including) any Dividend Payment Date to (but excluding) the next Dividend Payment Date.

(n) “Dividend Payment Period” has the meaning set forth in Section 4(b)(i).

(o) “Dividend Rate” means 11% per annum.

(p) “Holder” means a holder of shares of Series B Preferred Stock.

(q) “Junior Securities” means, collectively, the Common Stock and any other class of securities currently existing or hereafter authorized, classified or reclassified by the Corporation, the terms of which expressly provide that such class or series is specifically designated as junior to the Series B Preferred Stock as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(r) “Original Issuance Date” of any share of Series B Preferred Stock means the date on which such share of Series B Preferred Stock was issued.

(s) “Original Issue Price” means $5.00 per share.

(t) “Parity Securities” means the Series A Preferred Stock and any class or series of Capital Stock of the Corporation currently existing or hereafter authorized, classified or reclassified by the Corporation, the terms of which expressly provide that such class or series is specifically designated as ranking on a parity basis with the Series B Preferred Stock as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(u) “Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind.

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

(w) “Requisite Holders” means Holders of more than fifty percent (50%) of the issued and outstanding shares of Series B Preferred Stock.

(x) “Securities Act” means the Securities Act of 1933, as amended.

(y) “Senior Securities” means any class or series of Capital Stock of the Corporation currently existing or hereafter authorized, classified or reclassified by the Corporation, the terms of which expressly provide that such class or series is specifically designated as senior to the Series B Preferred Stock as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(z) “Series A Preferred Stock” means the 8% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share.

(aa) “Trading Day” means any day on which shares of Common Stock are actually traded on the principal securities exchange or securities market on which shares of Common Stock are then traded.

(bb) “Transfer Agent” means the Person acting as registrar, transfer agent, paying agent for the Series B Preferred Stock and its successors and assigns. The initial Transfer Agent shall be Continental Stock Transfer and Trust Company.

2. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as 11% Series B Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and the number of authorized shares constituting the Series B Preferred Stock shall be 8,000,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The rights, preferences, powers, restrictions, and limitations of the Series B Preferred Stock shall be as set forth herein.

3. Ranking. The Series B Preferred Stock will, with respect to rights to receive dividends and to participate in distributions or payments upon liquidation, dissolution or winding up of the Corporation, rank (a) senior to the Common Stock and any Junior Securities, (b) junior to any Senior Securities, and (c) on parity with any Parity Securities.

4. Dividends.

(a) Dividends in General.

(i) On each Dividend Payment Date, the Corporation will pay all Accrued Dividends on each share of Series B Preferred Stock in cash or Dividend Shares, subject to and in accordance with Section 4(b).

(ii) Dividends shall be computed in respect of the quarterly periods ending March 31, June 30, September 30 and December 31.

(iii) In the case of a dividend declared on the Class A Common Stock, the Holders shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount equal to the product of (1) the dividend on each share of such Class A Common Stock and (2) the number of shares of Class A Common Stock issuable upon conversion of a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.

(iv) Dividends shall be paid to the Holders of shares of Series B Preferred Stock entitled thereto pro rata, based on the number of shares of Series B Preferred Stock held by each Holder.

(v) Dividends on each share of Series B Preferred Stock shall be cumulative and accrue on a quarterly basis from and including the Original Issuance Date of such share, whether or not declared and whether or not the Corporation has funds legally available to make payment thereof, at a rate equal to the Dividend Rate on the amount of the Liquidation Preference (such dividends, “Accrued Dividends”).

(vi) The amount of Accrued Dividends accruing with respect to each share of Series B Preferred Stock for any day shall be determined by multiplying (x) the Original Issue Price by (y) a fraction, the numerator of which is the Dividend Rate and the denominator of which is 365. The amount of Accrued Dividends accrued with respect to any share of Series B Preferred Stock for any Dividend Payment Period shall equal the sum of the daily Accrued Dividend amounts accrued in accordance with the prior sentence of this Section 4(a)(vi) with respect to such share during such Dividend Payment Period.

(b) Payment of Dividends.

(i) The Corporation shall pay the Accrued Dividends on each share of the Series B Preferred Stock on the next Business Day after the conclusion of each quarterly period ending March 31, June 30, September 30 and December 31 (each such date being a “Dividend Payment Date”), in each case when, as and if declared by the Board out of funds legally available therefor, as follows:

(A) Prior to January 1, 2027, Accrued Dividends per share of Series B Preferred Stock will be paid in the form of shares of Series B Preferred Stock (“Dividend Shares”) equal to: (1) the aggregate Accrued Dividends unpaid as of such Dividend Payment Date; divided by (2) the Original Issue Price; provided that (A) each Holder shall receive cash in lieu of fractional shares; (B) the Corporation may, with notice to Holders no later than two (2) Business Days prior to the applicable Dividend Record Date, pay the Accrued Dividend on account of the shares of Series B Preferred Stock for such Dividend Payment Period in cash and (C) if the payment of any dividend on the Series B Preferred Stock in Dividend Shares, in whole in part, would require the Corporation to obtain approval of its shareholders under applicable law (“Shareholder Approval”), then, to the extent Shareholder Approval has not been obtained, the Corporation shall pay such dividend (or portion thereof) in cash; and

(B) On and after January 1, 2027, all Accrued Dividends accrued after such date shall be paid in cash.

(ii) With respect to any Accrued Dividend that is not declared and paid in Dividend Shares or in cash, the dollar amount (expressed as an amount per share of Series B Preferred Stock) of Accrued Dividends on the Series B Preferred Stock will be added, effectively immediately before the close of business on the related Dividend Payment Date, to the Liquidation Preference of each share of Series B Preferred Stock outstanding as of such time. Such addition (if any) will occur automatically, without the need for any action on the part of the Corporation or any other Person.

(iii) All Accrued Dividends payable in cash hereunder shall be made in lawful money of the United States of America to each Holder in whose name the Series B Preferred Stock is registered as set forth on the books and records of the Corporation. Such payments shall be made by wire transfer of immediately available funds to the account such Holder may from time to time designate by written notice to the Corporation or by Corporation check or by credit to the account of such Holder through customary dividend payment processes, in each case, without any deduction, withholding or offset for any reason whatsoever except to the extent required by law.

(iv) When payable, dividends will be payable to holders of record of the Series B Preferred Stock as they appear on the books of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

(c) Additional Provisions. Except as otherwise permitted with the consent of the Requisite Holders:

(i) So long as any shares of Series B Preferred Stock are outstanding, except as described in the immediately following sentence and Section 5(d) of this Certificate of Designation, no dividends shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Securities for any period unless full cumulative dividends (including any accrued and unpaid dividends that have accreted pursuant to Section 4(a) and are reflected in the Liquidation Preference of the Series B Preferred Stock) have been declared and paid or are contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Stock for all prior dividend periods. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon the Series B Preferred Stock and all dividends authorized and declared upon any other series or class or classes of Parity Securities shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series B Preferred Stock and such Parity Securities. In the event that any dividends payable on Parity Securities are paid in cash, such cash shall be paid ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series B Preferred Stock and such Parity Securities.

(ii) So long as any shares of Series B Preferred Stock are outstanding, no dividends shall be authorized and declared or paid or set apart for payment on any series or class or classes of Junior Securities for any period, nor shall any Junior Securities be redeemed, purchased, or otherwise acquired for any consideration (other than dividends or distributions paid solely in Junior Securities of, or in options, warrants or rights to subscribe for or purchase, Junior Securities), unless full cumulative dividends (including any accrued and unpaid dividends that have accreted pursuant to Section 4(a) and are reflected in the Liquidation Preference of the Series B Preferred Stock) on all outstanding shares of Series B Preferred Stock and any Parity Securities at the time such dividends are payable shall have been paid or set apart for payment for all past dividend periods with respect to the Series B Preferred Stock and all past dividend periods with respect to such Parity Securities, other than:

(iii) Any dividend payment made on the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

5. Liquidation.

(a) Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), the Holders of each share of Series B Preferred Stock then outstanding shall be entitled to be paid a liquidation preference out of the assets of the Corporation available for distribution to its stockholders: (i) after payment, and subordinate to, the full payment then owed to the holders of Senior Securities then outstanding, if any; (ii) before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, and (iii) pari passu with the holders of shares of Parity Securities on a pro rata basis (as provided in Section 3 of this Certificate of Designation) in an amount per share equal the greater of (X) the Original Issue Price plus all unpaid Accrued Dividends pursuant to Section 4(a) (the “Liquidation Preference”) or (Y) the amount per share as would have been payable had all shares of Series B Preferred Stock been converted into shares of Class A Common Stock immediately prior to such Liquidation Event. The Corporation shall promptly issue a press release disclosing any Liquidation Event, and not less than fifteen (15) days prior to the payment date stated therein. After the payment in full of the amounts provided for in this Section 5, the Holders shall not be entitled to any further payments and will have no right or claim to any of the Corporation’s remaining assets in respect of their ownership of Series B Preferred Stock.

(b) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a Liquidation Event, nor shall the merger, consolidation, statutory exchange or any other business combination transaction of the Corporation into or with any other Person or the merger, consolidation, statutory exchange or any other business combination transaction of any other Person into or with the Corporation be deemed to be a Liquidation Event.

(c) Insufficient Assets. If upon any such Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the Holders the full amount to which they shall be entitled under Section 5(a) of this Certificate of Designation, the Holders shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series B Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(d) Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of Capital Stock of the Corporation upon any such Liquidation Event shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Board.

(e) Notice Requirement. In the event of any Liquidation Event, the Corporation shall, within ten (10) days of the date the Board approves such action, or no later than twenty (20) days of any stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each Holder written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the Holders upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each Holder of such material change. Failure to deliver such notice shall not affect the operation of this Section 5.

(f) No Rights After Payment. After the payment to any Holder of the full amount of the Liquidation Preference for each of such Holder’s shares of Series B Preferred Stock, such Holder shall have no right or claim to any of the remaining assets of the Corporation.

(g) No Obligation to Set Aside Funds. The Corporation shall not be required to set aside funds to protect the Liquidation Preference of the Series B Preferred Stock.

6. Reorganization Events.

(a) Reorganization Events. Subject to Section 9(c), in the event of:

(i) any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Corporation with or into another Person, in each case, pursuant to which at least a majority of the Class A Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another Person; or (ii) any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Class A Common Stock into other securities, in each case, other than the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (each of which is referred to as a “Reorganization Event”), each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event in all cases will, without the consent of the Holders and subject to Section 6(d) and Section 7(b), become convertible into, in accordance with Section 9, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distributions on such Exchange Property which have a record date that is prior to the Automatic Conversion Date) that the Holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B Preferred Stock into the applicable number of shares of Class A Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event. The rights, preferences, privileges and voting power of the Series B Preferred Stock immediately prior to the effective date of a Reorganization Event shall not be affected by such Reorganization Event.

This provision shall not apply unless all of the holders of pari passu and subordinated equity instruments of the Corporation are entitled to receive the same form of consideration upon the occurrence of a Reorganization Event. If each share of Class A Common Stock, or pari passu or subordinated equity instrument, as the case may be, is entitled to receive a mix of kind or amount of securities, cash and/or other property upon such Reorganization Event, the Holders shall be entitled to receive the same mix and form of consideration. For the avoidance of doubt, any Reorganization Event as defined in this section shall not be considered a Liquidation Event as defined in Section 5.

(b) Successive Reorganization Events. The above provisions of this Section 6 shall similarly apply to successive Reorganization Events and the provisions of Section 9(b) shall apply to any shares of Capital Stock (as though such Capital Stock were Class A Common Stock) received by the holders of the Class A Common Stock in any such Reorganization Event.

(c) Reorganization Event Notice. The Corporation (or any successor) shall, no less than thirty (30) days prior to the anticipated effective date of any Reorganization Event, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 6.

(d) Reorganization Event Agreements. The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 6, and (ii) to the extent that the Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

7. Voting Rights and Consent Rights.

(a) General Voting Rights and Consent Rights.

(i) On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each Holder shall (A) be entitled to cast the number of votes equal to the number of whole shares of Class A Common Stock into which the shares of Series B Preferred Stock held by such Holder are convertible as of the record date for determining stockholders entitled to vote on such matter (subject to the conversion limitations hereunder), (B) be entitled to notice of any stockholders’ meeting and (C) vote together with the holders of shares of Class A Common Stock and all other securities of the Corporation with the right to vote at any meeting of the stockholders of the Corporation, on an as converted basis, as a single class. Except as otherwise set forth in this Section 7 or as may otherwise be required by law, the Series B Preferred Stock shall not have any voting powers. In all cases where Holders have the right to vote separately as a class, such Holders shall be entitled to vote for each such share held by them respectively.

(ii) Whenever Holders of Series B Preferred Stock are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by the Holders of outstanding shares of Series B Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Series B Preferred Stock entitled to vote thereon were present and voted. Notice of taking such action shall be given promptly to each Holder of Series B Preferred Stock that would have been entitled to vote thereon at a meeting of stockholders and that did not consent thereto in writing.

(b) Series B Protective Provisions. For as long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or action by written consent of the Requisite Holders, take any of the following actions:

(i) alter or change the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation or the Certificate of Incorporation, bylaws or any similar document of the Corporation, in any such case, in a manner that is adverse to the Holders of the Series B Preferred Stock in any material respect, other than for an amendment approved by the stockholders of the Corporation (even if such amendment is adverse to the Holders of the Series B Preferred Stock) that is not disproportionately adverse to rights of the Holders of the Series B Preferred Stock; for the avoidance of doubt, neither (x) an adverse effect on the rights, preferences, privileges or voting power of the Common Stock or (y) the authorization or issuance of any Junior Securities of the Corporation, shall, in either case, be deemed to have an adverse effect on the powers, preferences or rights of the Series B Preferred Stock;

(ii) during the period that the Accrued Dividend of the Series B Preferred Stock has not been paid, redeem or repurchase any shares of the Corporation’s Capital Stock, other than: (x) shares of any Senior Securities or (y) Common Stock pursuant to employee or consultant agreements giving the Corporation the right to repurchase shares at the original cost thereof upon the termination of services and provided that such repurchase is approved by the Corporation’s Board of Directors; (iii) enter into any agreement with respect to any of the foregoing; or

(iv) enter into any agreement, amend or modify any existing agreement or obligation, or issue any security that prohibits, conflicts or is inconsistent with, or would be breached by, the Corporation’s performance of its obligations hereunder.

8. Not Redeemable Series B Preferred Stock is not redeemable by the Holder or the Corporation.

9. Conversion Rights.

(a) Definitions. For the purposes of this Section 9 of this Certificate of Designation, the following term shall have the following meaning:

(i) “Conversion Rate” means the number of shares of Class A Common Stock equal to the quotient of (A) the Liquidation Preference for such shares of Series B Preferred Stock subject to conversion by divided by (B) $5.00, subject to adjustment as provided in Section 9(b) of this Certificate of Designation.

(b) Conversion Rate Adjustments. The Conversion Rate set forth above shall be appropriately adjusted for any of the following transactions as provided in this Section 9(b) of this Certificate of Designation:

(i) Stock Splits and Combinations. If the Corporation shall at any time subdivide its outstanding shares of Class A Common Stock, including by any stock split or stock dividend of Class A Common Stock, into a greater number of shares, the Conversion Rate in effect immediately prior to any such dividend, distribution, or subdivision shall be proportionately reduced and the number of Conversion Shares issuable upon conversion of the Series B Preferred Stock shall be proportionately increased. If the Corporation at any time combines (by combination, reverse stock split, or otherwise) its outstanding shares of Class A Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased and the number of Conversion Shares issuable upon conversion of the Series B Preferred Stock shall be proportionately decreased. Any adjustment under this section shall become effective at the close of business on the date the subdivision or combination becomes effective.

(ii) Reclassification, Exchange and Substitution. If the Class A Common Stock issuable upon the conversion of the Series B Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for by clause (i) of this Section 9(b)), the shares of Class A Common Stock that will be issued upon any such conversion of the Series B Preferred Stock shall be equal to that number of shares of Class A Common Stock that would have been issued if the shares of Series B Preferred Stock were converted immediately prior to such transaction and such Holder also then received such other shares as a result of such transaction.

(iii) Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Corporation to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share).

(iv) When No Adjustment Required.

(v) Successive Adjustments. After an adjustment to the Conversion Rate under this Section 9(b), any subsequent event requiring an adjustment under this Section 9(b) shall cause an adjustment to each such Conversion Rate as so adjusted.

(vi) Notice of Adjustments. Whenever any event of the type described in this Section 9 has occurred, the Corporation shall as soon as reasonably practicable following the occurrence of an event (but no later than ten (10) Business Days thereafter) that requires such adjustment (or if the Corporation is not aware of such occurrence, as soon as reasonably practicable after becoming so aware):

(c) Automatic Conversion.

(i) Following the date that is the third anniversary of the Original Issuance Date, if at any time the volume weighted average sale price of one share of Class A Common Stock as reported on Nasdaq (or the exchange on which the shares of Class A Common Stock are then listed) (such price, the “VWAP”) equals or exceeds $10.00 (as adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into Class A Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to Class A Common Stock, as determined by the Board (or a committee thereof) in good faith) for a period of at least twenty-one (21) Trading Days out of thirty (30) consecutive Trading Days ending on the Trading Day immediately prior to the date of determination (an “Automatic Conversion Event”), all of the shares of Series B Preferred Stock shall automatically be converted, without any action on the part of Holders, into shares of Class A Common Stock at the applicable Conversion Rate, on the date of the determination of the Automatic Conversion Event (the “Automatic Conversion Date”).

(ii) As promptly as practicable after the Automatic Conversion Event, the Corporation shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and non-assessable shares of Class A Common Stock to which the Holders of shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have occurred at 5:30 p.m. (New York City time), on the Automatic Conversion Date, at which time the rights of the Holder as to the shares of Series B Preferred Stock shall cease except for the right to receive the conversion value and, if applicable, the Person entitled to receive shares of Class A Common Stock shall be treated for all purposes as having become the record holder of those shares of Class A Common Stock at that time on that date.

(d) Reservation of Shares. The Corporation shall at all times reserve and keep available, free from preemptive rights out of the Corporation’s authorized but unissued shares of Capital Stock, for issuance upon the conversion of shares of Series B Preferred Stock, a number of the Corporation’s authorized but unissued shares of Class A Common Stock that shall from time to time be sufficient to permit the conversion of all outstanding shares of Series B Preferred Stock.

(e) Compliance with Laws; Validity, etc., of Class A Common Stock. Before the delivery of any securities upon conversion of shares of Series B Preferred Stock, the Corporation shall comply with all applicable federal and state laws and regulations. All shares of Class A Common Stock delivered upon conversion of shares of Series B Preferred Stock shall, upon delivery, be duly and validly issued, fully paid and non-assessable, free of all liens and charges, not subject to any preemptive rights.

(f) Payment of Dividends upon Conversion.

(i) Upon the conversion of any shares of Series B Preferred Stock, such Series B Preferred Stock shall cease to cumulate dividends as of the end of the Automatic Conversion Date, and the Holder shall not receive any payment in an amount equal to accrued and unpaid dividends on the shares of Series B Preferred Stock, except in those limited circumstances discussed below in this Section 9(f). Except as provided below in this Section 9(f), the Corporation shall make no payment for accrued and unpaid dividends, whether or not in arrears, on shares of Series B Preferred Stock that have been converted.

(ii) If the Automatic Conversion Date occurs before the close of business on a Dividend Record Date, the Holder shall not be entitled to receive any Accrued Dividend in respect of such Dividend Record Date.

(iii) If the Automatic Conversion Date occurs after the Dividend Record Date but prior to the corresponding Dividend Payment Date, the Holder on the Dividend Record Date shall be entitled to receive on such Dividend Payment Date such Accrued Dividends, notwithstanding the conversion of such shares of Series B Preferred Stock prior to the applicable Dividend Payment Date.

10. Transfer Agent, Conversion Agent, Registrar and Paying Agent. The duly appointed Transfer Agent, Conversion Agent, registrar and paying agent for the Series B Preferred Stock shall be Continental Stock Transfer and Trust Company. The Corporation may, in its sole discretion, appoint any other Person to serve as Transfer Agent, Conversion Agent, registrar or paying agent for the Series B Preferred Stock and thereafter may remove or replace such other Person at any time. Upon any such appointment or removal, the Corporation shall send notice thereof to the Holders.

11. Certificates.

(a) The Series B Preferred Stock shall be uncertificated, provided that the Board by resolution may provide that some or all of the shares of Series B Preferred Stock shall be represented by certificates. Certificates for the shares of Series B Preferred Stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every Holder represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The chairperson or vice chairperson of the Board, the president, vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.

(b) The Corporation may issue a new certificate of Series B Preferred Stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

12. Taxes.

(a) Withholding. The Corporation and any applicable withholding agent shall be entitled to deduct or withhold on all applicable payments made to the relevant Holder such amounts as the Corporation or such withholding agent reasonably determines are required to be deducted or withheld therefrom under any provision of applicable law (and, to the extent such amounts are paid to the relevant taxing authority in accordance with applicable law, such amounts will be treated for all purposes of this Certificate of Designation as having been paid to the Person in respect of which such withholding was made). The Corporation and any applicable withholding agent shall have the right to take any actions or measures they determine to be necessary or appropriate to comply with such withholding requirements, including, without limitation, (i) gathering of necessary withholding information from the Holders, (ii) withholding and applying a portion of any cash distribution to be made with respect to the Series B Preferred Stock to pay applicable withholding taxes, (iii) selling or liquidating property of the applicable Holders held by the Corporation or such withholding agent in its custody or over which it has control, and (iv) taking any other action as are necessary or appropriate to make the Corporation whole for any previously-paid “cashless” withholding in respect of the Series B Preferred Stock.

(b) Tax Treatment. It is intended that the Series B Preferred Stock shall not be treated as “preferred stock” for purposes of Section 305(b)(4) Code and the Treasury Regulations promulgated thereunder, and neither the Corporation nor a Holder shall take any position contrary to such treatment in any audit or other proceeding or otherwise unless required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

13. Other Limitations. Notwithstanding anything herein to the contrary, the restrictions and limitations on the Corporation’s discretion to undertake transactions involving or with respect to the Class A Common Stock as set forth in this Certificate of Designation shall not apply to prevent the Corporation from complying with its obligations under the amended and restated limited liability company agreement of Falcon’s Beyond Global, LLC.

14. Miscellaneous.

(a) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, shall be in writing and delivered personally, by facsimile or e-mail attachment, or sent by a nationally recognized overnight courier service, to the office of the Corporation at 1768 Park Center Drive, Orlando, FL 32835, Attention: Bruce A. Brown, e-mail address notices@falconsbeyond.com; or such other e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 14. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile or e-mail attachment, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Corporation, or by issuing a press release in a public medium that is customary for such press release. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the e-mail address set forth in this Section 14 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the e- mail address set forth in this Section 14 on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

(b) Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and Accrued Dividends, as applicable, on the shares of Series B Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

(c) Lost or Mutilated Series B Preferred Stock Certificate. If a Holder’s Series B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series B Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.

(d) Facts Ascertainable. When the terms of this Certificate of Designation refer to a specific agreement or other document to determine the meaning or operation of a provision hereof, the Secretary of the Corporation shall maintain a copy of such agreement or document at the principal executive offices of the Corporation and a copy thereof shall be provided free of charge to any Holder who makes a request therefor. The Secretary of the Corporation shall also maintain a written record of the Original Issuance Date, the number of shares of Series B Preferred Stock issued to a Holder and the date of each such issuance, and shall furnish such written record free of charge to any Holder who makes a request therefor.

(e) Amendments; Waiver. This Certificate of Designation may be amended or any provision of this Certificate of Designation may be waived by the Corporation solely with the affirmative vote at a duly held meeting or written consent of the Requisite Holders. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders, except that a waiver by the Requisite Holders will constitute a waiver of all Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

(f) Severability. If any provision or provisions of this Certificate of Designation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Designation (including, without limitation, each portion of any section or paragraph of this Certificate of Designation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.

(g) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by the undersigned on this 8th day of September, 2025.

[Signature Page to Certificate of Designation]

Exhibit 10.1

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 8, 2025, between Falcon’s Beyond Global, Inc., a Delaware corporation (the “Company”), and the subscriber party hereto (“Subscriber”).

WHEREAS, the Company has authorized a new series of preferred stock of the Company designated as 11% Series B Cumulative Convertible Preferred Stock, $0.0001 par value, the terms of which are set forth in the certificate of designation for such series of preferred stock (the “Certificate of Designation”) in the form attached hereto as Exhibit A (the “Preferred Stock”), which Preferred Stock shall be convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock,” and such shares of Class A Common Stock issuable upon conversion of the Preferred Stock pursuant to the terms of the Certificate of Designation, the “Conversion Shares,” and, together with the Preferred Stock, the “Securities”), in accordance with the terms of the Certificate of Designation;

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Subscriber, and Subscriber desires to purchase from the Company, the Preferred Stock; and

WHEREAS, the Company and Subscriber are executing and delivering this Subscription Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase on a private placement basis, and the Company hereby agrees to issue and sell to Subscriber, the number of shares of Preferred Stock as is set forth on the signature page of this Subscription Agreement (the “Subscribed Shares”) for a purchase price of $5.00 per Subscribed Share (which, as further described in Section 2(b) below, may be satisfied by forgiving an equal amount of debt that is owed to Subscriber by the Company or its subsidiaries (such subscription and issuance, the “Subscription”).

Section 2. Closing; Payment.

(a) The closing of the sale of Securities contemplated hereby (the “Closing,” and the date on which the Closing actually occurs, the “Closing Date”) shall occur substantially concurrent with the execution and delivery of this Subscription Agreement by the Company and Subscriber.

(b) The aggregate amount to be paid for the Subscribed Shares purchased hereunder, as specified below Subscriber’s name on the signature page of this Subscription Agreement and next to the heading “Subscription Amount” (the “Subscription Amount”), shall be payable by wire transfer of immediately available funds in U.S. Dollars to an account designated in writing at least one Business Day in advance of the Closing Date by the Company.

(c) In lieu of paying the Subscription Amount by wire transfer of immediately available funds for the Subscription pursuant to Section 1 hereof, Subscriber may, at is option, elect to satisfy the Subscription Amount by forgiving an equal amount of debt that is owed to the Subscriber by the Company or its subsidiaries. In order to validly make such election, Subscriber must indicate on the signature page to this Subscription Agreement (i) the amount of such debt it is electing to forgive and (ii) the agreements or instruments evidencing such debt, and shall execute and deliver to the Company such other documents and instruments that the Company determines are necessary or desirable to effectuate such forgiveness.

(d) Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall issue the Subscribed Shares to Subscriber and the Closing shall occur at the offices of White & Case LLP, New York, New York, or such other location as the parties shall mutually agree, including taking place remotely by electronic transfer of the Closing documentation. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York.

(e) The Closing shall be subject to the satisfaction, or valid waiver by each of the parties hereto, of the condition that, on the Closing Date, no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby.

(f) The obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date; and

(ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, including delivery of the Subscription Amount to the Company payable by wire transfer of immediately available funds in U.S. Dollars to the account designated in advance of the Closing Date by the Company.

(g) The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date; and (ii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

(h) Prior to or at the Closing, Subscriber shall deliver all such other information and execute and deliver all documents as reasonably requested by the Company in order for the Company to issue the Securities to Subscriber.

Section 3. Company Representations and Warranties. The Company represents and warrants to Subscriber that:

(a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (ii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of organization) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (ii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together as a whole (on a consolidated basis), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the Securities.

(b) As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable, and will be issued free and clear of all liens, claims or other restrictions, other than (i) those provided in the Transaction Documents and (ii) any transfer restrictions under federal and state securities laws. As of the Closing Date, the Conversion Shares have been duly authorized and, when issued in accordance with the terms of the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable, and will be issued free and clear of all liens, claims or other restrictions, other than (i) those provided in the Transaction Documents and (ii) any transfer restrictions under federal and state securities laws.

(c) (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement and the Transaction Documents (as defined below) and to issue the Securities in accordance with the terms thereof and otherwise to carry out the transactions contemplated by the Transaction Documents; (ii) the execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated therein has been duly authorized by all necessary action, and no further consent or authorization of the Company is required; and (iii) assuming the due authorization, execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. The Certificate of Designation in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended. For the purposes of this Subscription Agreement, “Transaction Documents” means, collectively, this Subscription Agreement, the Certificate of Designation, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

(d) Assuming the accuracy of the representations and warranties of Subscriber, the execution and delivery of this Subscription Agreement and the Transaction Documents, the issuance and sale of the Securities and the compliance by the Company with all of the provisions of this Subscription Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational documents of the Company, including the Company’s certificate of incorporation and bylaws; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material Adverse Effect.

(e) Assuming the accuracy of the representations and warranties of Subscriber, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement and the Transaction Documents (including, without limitation, the issuance of the Securities), other than (i) filings required by applicable state securities laws, and (ii) the filing of a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (“Commission”) under Regulation D of the Securities Act, if applicable, and (iii) the failure of which to obtain would not be reasonably likely to have a Company Material Adverse Effect.

(f) Since January 1, 2024, as of their respective dates, or if amended prior to the date of this Subscription Agreement, as of the date of such amendment, which shall be deemed to supersede such original filing, each report, form, statement, schedule, prospectus, proxy, registration statement and other document required to be filed by the Company with the Commission (such reports, the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder as in effect as of the time of filing; (ii) none of the SEC Reports, when filed, or if amended prior to the date of this Subscription Agreement, as of the date of such amendment, which shall be deemed to supersede such original filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Company has filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission. A copy of each SEC Report is available to Subscriber via the Commission’s EDGAR system.

(g) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to Subscriber.

(h) Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities.

(i) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Securities to Subscriber.

Section 4. Subscriber Representations and Warranties. Subscriber represents and warrants to the Company that:

(a) Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement.

(b) This Subscription Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(c) The execution and delivery of this Subscription Agreement, the purchase of the Securities and the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Securities.

(d) Subscriber (i) is (x) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (y) an “accredited investor” under Rule 501(a)(5) or (a)(6), if Subscriber is a natural person, or under Rule 501(a)(3), (7), (8), (9) or (12), if Subscriber is an entity (within the meaning of Rule 501(a) under the Securities Act), in either case, satisfying the applicable requirements set forth on Annex A, (ii) is acquiring the Securities only for its own account and not for the account of others, or if Subscriber is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or an accredited investor and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Company with the requested information on Annex A following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Securities. Subscriber’s Subscription Amount (and, if Subscriber is a legal entity accredited solely from the accredited investor status of all of its equity owners, the Subscription Amount of each of Subscriber’s equity owners) is not financed in whole or in part by any third party for the specific purpose of making this particular investment in the Company or the Securities.

(e) Subscriber understands that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Securities have not been registered under the Securities Act. Subscriber understands that the Securities will be “restricted securities” and may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the applicable states and other jurisdictions of the United States, that the Securities will bear a restrictive legend until publicly sold, and as a result of these transfer restrictions, Subscriber may not be able to readily resell the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Subscriber understands that there is currently no established trading market for the Subscribed Shares and no assurance can be given that any market for the Subscribed Shares will ever develop or be maintained.

(f) Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities.

(g) Subscriber understands and agrees that Subscriber is purchasing the Securities directly from the Company. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by the Company, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives, or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Subscription Agreement.

(h) In making its decision to purchase the Securities, Subscriber has relied solely upon independent investigation made by Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Securities, including with respect to the Company and its subsidiaries. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities.

(i) Subscriber became aware of this offering of the Securities solely by means of direct contact between Subscriber and the Company, or their respective representatives or affiliates, and the Securities were offered to Subscriber solely by direct contact between Subscriber and the Company, or their respective affiliates. Subscriber did not become aware of this offering of the Securities, nor were the Securities offered to Subscriber, by any other means. Subscriber acknowledges that the Company represents and warrants that the Securities (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(j) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those described in the SEC Reports. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision.

(k) Subscriber has adequately analyzed and fully considered the risks of an investment in the Securities, including those described in the SEC Reports, and determined that the Securities are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total loss exists.

(l) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment.

(m) Subscriber is not, and is not owned or controlled by or acting on behalf of, a Sanctioned Person. Subscriber is not a non-U.S. shell bank or providing banking services to a non-U.S. shell bank. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required by applicable law, it maintains, either directly or through the use of a third-party administrator, policies and procedures reasonably designed for the screening of any investors against Sanctions-related lists of blocked or restricted persons. Subscriber further represents and warrants that the funds held by Subscriber and used to purchase the Securities are derived from lawful activities. For purposes of this Agreement, “Sanctioned Person” means at any time any person or entity: (a) listed on any Sanctions-related list of designated or blocked or restricted persons; (b) that is a national of, the government of, or any agency or instrumentality of the government of, or resident in, or organized under the laws of, a country or territory that is the target of comprehensive Sanctions from time to time (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, Russia, Belarus and the Crimea, the Donetsk People’s Republic and the Luhansk People’s Republic regions of Ukraine); or (c) owned or controlled by or acting on behalf of any of the foregoing. “Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the U.S. Department of the Treasury, Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), (b) the European Union and enforced by its member states, (c) the United Nations and (d) His Majesty’s Treasury.

(n) Subscriber does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Company. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

(o) Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(p) No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase and sale of Securities hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of Securities hereunder.

(q) Subscriber at the Closing will have sufficient funds to pay the Subscription Amount pursuant to Section 2.

(r) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Securities to Subscriber.

(s) The Subscriber acknowledges and understands that certain founders, insiders and/or affiliates have purchased or will purchase (or may in the future have the right to purchase) securities of the Company at a purchase price lower than that offered to the Subscriber in the Subscription. The Subscriber acknowledges that certain managers, members, and officers of the Company, and their respective affiliates, have conflicts of interests and fully understands such conflicts of interests.

Section 5. Covenants and Other Agreements of the Parties.

(a) Subscriber understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws, and the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(b) Following the Closing Date, the Company will use commercially reasonable efforts to obtain and maintain a listing of the Preferred Stock on the Trading Market on which the Class A Common Stock is listed or quoted following the effectiveness of the Registration Statement (as defined below). For purposes of this Subscription Agreement, “Trading Market” means any of the following markets or exchanges on which the Class A Common Stock are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

(c) The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the Class A Common Stock on the Trading Market on which it is currently listed and, following the Closing, shall apply to list or quote the Conversion Shares on such Trading Market.

(d) As of the Closing Date, the Company has reserved, and the Company shall continue to reserve and keep available at all times, a sufficient number of shares of Class A Common Stock for the purpose of enabling the Company to issue Conversion Shares upon conversion of the Preferred Stock.

(e) The Company shall file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares and the Conversion Shares and naming the Subscriber as a selling stockholder thereunder (the “Registration Statement”) no later than November 30, 2025 (such deadline the “Filing Deadline”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will review the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, and (ii) the 7th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed or will not be subject to further review (such deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness Deadline falls on Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next Business Day on which the Commission is open for business, provided, further, however, that the Company’s obligations to include Subscriber’s Subscribed Shares and Conversion Shares in the Registration Statement are contingent upon Subscriber furnishing a completed questionnaire in customary form to the Company that contains the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares and the Conversion Shares (which shall be limited to non-underwritten public offerings) (collectively, the “Subscriber Information”) as shall be reasonably requested by the Company to effect the registration of the Subscribed Shares and the Conversion Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Subscribed Shares or the Conversion Shares. Any failure by the Company to file the Registration Statement by the Filing Deadline or to cause the effectiveness of such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or cause the effectiveness of the Registration Statement as set forth above in this Section 5. Upon notification by the Commission that any Registration Statement has been declared effective by the Commission, and within two Business Days thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act.

(f) The Company will provide a copy of such portions of the draft of the Registration Statement that include Subscriber Information to Subscriber for review and comment in advance of filing the Registration Statement, provided, that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. With respect to the Subscriber Information, the Company shall request such information at least five Business Days prior to the anticipated initial filing date of the Registration Statement.

(g) In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement, it being understood that such withdrawal shall not relieve the Company of its obligation to register for resale the Subscribed Shares and the Conversion Shares at a later date.

(h) The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will use its commercially reasonable efforts to, at its expense, cause such Registration Statement to remain effective with respect to Subscriber, keep any qualification, exemption or compliance under state securities laws which the Company determines to obtain continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of (i) four years from the issuance of the Subscribed Shares, (ii) the date on which all of the Subscribed Shares shall have been sold, or (iii) the first date on which the undersigned can sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale, the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company and which notice shall not be subject to any duty of confidentiality) (A) of the occurrence of any Suspension Event during the period that the Registration Statement is effective or (B) that, as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will promptly discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144 or any other applicable exemption to the registration requirements under the Securities Act) until Subscriber receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales (which notice shall not contain any material non-public information regarding the Company and which notice shall not be subject to any duty of confidentiality). If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares and Conversion Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares and the Conversion Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary herein, the Company shall use its commercially reasonable efforts to cause its transfer agent to deliver unlegended shares of Preferred Stock or Class A Common Stock to a transferee of the Subscriber in connection with any sale of Subscribed Shares or Conversion Shares, respectively, with respect to which the Subscriber has entered into a contract for sale, prior to the Subscriber’s receipt of the notice of a Suspension Event and for which the Subscriber has not yet settled.

(i) If the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Subscribed Shares and the Conversion Shares by Subscriber, any other shares by any other subscribers or shares by any other selling stockholder named in the Registration Statement, the Company will promptly notify Subscriber of such event, and such Registration Statement shall register for resale such number of shares which is equal to the maximum number of Subscribed Shares and Conversion Shares as is permitted by the Commission. In such event, the number of shares to be registered for Subscriber, such other subscriber or other selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders (or as otherwise directed by the Commission) and as promptly as practicable after being permitted to register additional Subscribed Shares under Rule 415 under the Securities Act, the Company shall use commercially reasonable efforts to amend the Registration Statement or file with the Commission and cause to be declared effective, as promptly as allowed by the Commission, one or more registration statements to register the resale of the Subscribed Shares or Conversion Shares, as applicable, that were not registered on the initial Registration Statement, as so amended and to cause such amendment or Registration Statement to become effective as promptly as practicable. Any such amended or new registration statement(s) shall be deemed to be a “Registration Statement” and all provisions of Section 5 shall apply with respect thereto.

(j) In the case of a registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration. The Company shall advise Subscriber as promptly as practicable, but in no event later than five Business Days following or such earlier date as indicated:

 (i) when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information with respect to the Subscriber;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose within two Business Days of the Company’s notice of such event;

(iv) within two Business Days of the receipt by the Company of any notification with respect to the suspension of the qualification of the Subscribed Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Company other than to the extent that providing notice to Subscriber of the occurrence of the events listed in clauses (i) through (v) above may constitute material, non-public information regarding the Company.

(k) The Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable.

(l) Except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement as contemplated by this Subscription Agreement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Subscribed Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(j) The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Subscribed Shares required hereby and to provide all customary and reasonable cooperation necessary to enable Subscriber to resell the Subscribed Shares pursuant to the Registration Statement.

(k) For purposes of this Section 5, “Subscribed Shares” shall be deemed to include, as of any date of determination, the Subscribed Shares and any equity security issued or issuable with respect to such Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “Subscriber” shall mean the Subscriber or any affiliate of the Subscriber or other person to whom the rights under this Section 5 shall have been assigned.

Section 6. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof upon the mutual written agreement of the parties hereto to terminate this Subscription Agreement; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach.

Section 7. Miscellaneous.

(a) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, on the date of transmission to such recipient; provided, that such notice, request, demand, claim or other communication is also sent to the recipient pursuant to clauses (i), (iii) or (iv) of this Section 7(a), (iii) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 7(a). A courtesy electronic copy of any notice sent by methods (i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 7(a) Subscriber acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects. Subscriber acknowledges and agrees that the purchase by Subscriber of Securities from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase. The Company acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly notify Subscriber if either becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Company set forth herein are no longer accurate in all material respects.

(b) Each of the Company and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(c) Subscriber shall pay all of its own expenses in connection with the Transaction Documents and the transactions contemplated thereby.

(d) Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Securities acquired hereunder, if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned (provided, that, for the avoidance of doubt, the Company may transfer the Subscription Agreement and its rights hereunder to another entity under the control of, or under common control with, the Company). Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber) or, with the Company’s prior written consent, to another person, provided that no such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations.

(e) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(f) The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Securities and Subscriber shall provide such information as may be reasonably requested. Subscriber acknowledges that the Company may file a copy of this Subscription Agreement with the Commission as an exhibit to a current or periodic report of the Company or a registration statement of the Company.

(g) This Subscription Agreement may not be amended, modified or waived in any material respect, except with the written consent of the Company and Subscriber. Upon the effectuation of such waiver, modification or amendment in conformance with this Section 7(g), such amendment, modification or waiver shall be binding on the Subscriber and effective as to this Subscription Agreement.

(h) This Subscription Agreement entered into by the parties hereto constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

(i) Except as otherwise provided herein, this Subscription Agreement and the other Transaction Documents are intended for the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. Except as set forth in Section 7(d), and this Section 7(i) with respect to the persons specifically referenced therein, this Subscription Agreement nor any other Transaction Documents shall confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of the Transaction Documents for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.

(j) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to specifically enforce Subscriber’s obligations to fund the Subscription Amount and the provisions of the Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 7(j) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate. In connection with any proceeding for which the Company is being granted an award of money damages, the Subscriber agrees that such damages, to the extent payable by such party, shall include, without limitation, damages related to the consideration that is or was to be paid to the Company under this Subscription Agreement and such damages are not limited to an award of out-of-pocket fees and expenses related to this Subscription Agreement.

(k) In any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument or certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby and, if the adjudicating body determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the adjudication and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby or thereby.

(l)  If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(m) No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

(n) This Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(o) This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

(p) EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.

(q) The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State of New York and the federal courts of the United States of America located in the State of New York (collectively, the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 7(a) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.

(r) This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties or third party beneficiaries hereto and then only with respect to the specific obligations set forth herein with respect to such party or third party beneficiary. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Subscription Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

(s) Subscriber hereby consents to the publication and disclosure in any press release issued by the Company and any Form 8-K filed by the Company with the Commission in connection with the execution and delivery of this Subscription Agreement or any other Transaction Documents or the transactions contemplated herein or therein (and, as and to the extent otherwise required by the federal securities laws, exchange rules, the Commission or any other securities authorities or any rules and regulations promulgated thereby, any other documents or communications provided by the Company to any governmental entity or to any securityholders of the Company) of Subscriber’s identity and beneficial ownership of the Securities and the nature of Subscriber’s commitments, arrangements and understandings under and relating to the Transaction Documents and, if deemed appropriate by the Company, a copy of this Agreement, all solely to the extent required by applicable law or any regulation or stock exchange listing requirement. Subscriber will promptly provide any information reasonably requested by the Company for any regulatory application or filing made or approval sought in connection with the transactions contemplated by this Subscription Agreement (including filings with the Commission). For the avoidance of doubt, nothing in this Subscription Agreement shall require or be deemed to require the Company to make public or disclose any material, non-public information that the Company has provided to Subscriber.

[Signature pages follow.]

IN WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above.

[Signature Page to Subscription Agreement]

[Signature Page to Subscription Agreement]

ANNEX AELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Annex A should be completed and signed by Subscriber
and constitutes a part of the Subscription Agreement.

*** OR ***

*** AND ***

SUBSCRIBER:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

“QUALIFIED INSTITUTIONAL BUYER” STATUS

The Subscriber is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):

Rule 501(a) under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

Exhibit A

Certificate of Designation

[Attached].

Exhibit 10.2

AGREEMENT

TO

CONVERT DEBT TO EQUITY

This Agreement to Convert Debt to Equity (the “Conversion Agreement”) is entered into as of September 8, 2025, by and between Infinite Acquisitions Partners LLC (the “Creditor”) and Falcon’s Beyond Global, Inc. (the “Company”), on behalf of its subsidiaries.

RECITALS:

WHEREAS, the Creditor has entered into (i) a loan agreement, dated September 30, 2024 (the “2024 Loan Agreement”), in the amount of $14,961,663.00, with Katmandu Group, LLC, a subsidiary of the Company (“Katmandu Group”), of which $14,961,663.00 remains outstanding as of the date of this agreement; and (ii) an amended and restated credit agreement, effective as of September 30, 2024 (the “2024 Credit Agreement”), providing a line of credit loan in the amount of $15,000,000, with Falcon’s LLC, of which $10,524,146.04 remains outstanding as of the day of this Conversion Agreement.

WHEREAS, the Creditor and the Company wish to convert $14,961,663.00 of the 2024 Loan Agreement and $5,500,000 of the 2024 Credit Agreement (collectively, the “Converted Debt”) into shares of Series B Cumulative Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Stock”) to fund the Creditor’s subscription of Series B Preferred Stock pursuant to that certain Subscription Agreement between the Creditor (as subscriber under the Subscription Agreement, the “Subscriber”) and the Company, dated as of September 8, 2025 (the “Subscription Agreement”);

WHEREAS, the Creditor and the Company have agreed that such conversion of the debt into equity shall be consummated at a purchase price of $5.00 per share of Series B Preferred Stock, with cash paid in lieu of fractional shares; and

WHEREAS, the Creditor and the Company have agreed that upon the conversion of the debt into equity, the parties will treat such conversion as if the equity was purchased pursuant to Section 2(c) of the Subscription Agreement.

NOW, THEREFORE, for good and valuable consideration, the parties hereby agree to the following:

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have entered into this Conversion Agreement as of the date first written above.

Exhibit A