Brag House Holdings, Inc.

EX-3.1 · CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BRAG HOUSE HOLDI

EX-3.1
 2
 ea029357901ex3-1.htm
 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BRAG HOUSE HOLDINGS, INC

 Exhibit 3.1

 CERTIFICATE
OF AMENDMENT TO THE

 CERTIFICATE
OF INCORPORATION OF

 BRAG
HOUSE HOLDINGS, INC.

 Brag
House Holdings, Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify as follows:

 FIRST:
That the Corporation’s Certificate of Incorporation, as amended, is hereby amended by adding the following paragraph after the
first paragraph of Section 4 thereof:

 As
of 5:30am ET on June 1, 2026 (the “ Reverse Split Effective Time ”) pursuant to the Delaware General Corporation
Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each 8 shares of the
Corporation’s common stock, par value of $0.0001 per share (the “ Common Stock ”), issued and outstanding and
held of record by each stockholder of the Corporation or issued and held by the Corporation in treasury immediately prior to the
Reverse Split Effective Time (“ Old Common Stock ”) shall, automatically and without any action by the holder
thereof, be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock (“ New Common
Stock ”, with no corresponding reduction in the number of authorized shares of Common Stock (the “ Reverse
Split ”). No fractional shares of New Common Stock will be issued in connection with the Reverse Split. If, upon
aggregating all of the shares of New Common Stock held by a holder of New Common Stock immediately following the Reverse Split such
holder would otherwise be entitled to a fractional share of New Common Stock, the Corporation shall pay in cash (without interest)
to each such holder an amount equal to such fraction multiplied by the average of the closing sales prices of a share of Old Common
Stock on the Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the date
of the Reverse Split Effective Time (with such average closing sales prices proportionately adjusted to give effect to the Reverse
Split). Each holder of record of a certificate or certificates, if any, representing one or more shares of the Old Common Stock
shall be entitled to receive as soon as practicable following the Reverse Split Effective Time, upon surrender of such certificate,
a certificate or certificates representing the whole number of shares of New Common Stock to which such holder shall be entitled
pursuant to the Reverse Split as well as cash in lieu of any fractional shares of New Common Stock to which such holder may be
entitled. Any certificate representing one or more shares of the Old Common Stock not so surrendered shall from and after the
Reverse Split Effective Time, automatically and without the necessity of presenting the same for exchange, be deemed to represent
that number of whole shares of the New Common Stock into which the shares of the Old Common Stock previously represented by such
certificate have been combined (as well as the right to receive cash in lieu of fractional shares of New Common Stock after the
Reverse Split Effective Time upon the surrender thereof).”

 SECOND:
The Board of Directors of the Corporation, acting in accordance with the provisions of Section 242 of the DGCL, adopted resolutions authorizing
and approving this Certificate of Amendment. Thereafter, this Certificate of Amendment was submitted to the stockholders of the Corporation
for their approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.

 THIRD:
This Certificate of Amendment to the Certificate of Incorporation shall be effective upon filing with the Delaware Secretary of State.

 IN
WITNESS WHEREOF, BRAG HOUSE HOLDINGS, INC. has caused this Certificate to be executed by its duly authorized officer on this 29th day
of May, 2026.

 BRAG HOUSE HOLDINGS, INC.

 By:
 /s/ Lavell Juan Malloy,
II

 Name:
 Lavell Juan Malloy, II

 Title:
 President and Chief Executive Officer

EX-10.1 · AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE

EX-10.1
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 ea029357901ex10-1.htm
 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE

 Exhibit
10.1

 AMENDMENT
NO. 2 TO CONVERTIBLE PROMISSORY NOTE

 This
AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”) to the Convertible Promissory Note dated December 4, 2025,
as amended by that certain Amendment No. 1 to Convertible Promissory Note dated as of March 20, 2026 (as so amended, the “Note”),
is dated effective as of June 1, 2026, by and among Brag House Holdings, Inc., a Delaware corporation (“Brag House”), House
of Doge Inc., a Texas corporation (“House of Doge,” and together with Brag House, the “Issuers”), and YA II PN, LTD.,
a Cayman Islands exempted limited partnership (the “Holder,” and together with the Issuers, the “Parties”).

 RECITALS

 WHEREAS,
the Issuers, jointly and severally, issued the Note in favor of the Holder in the aggregate original principal amount of up to $11,000,000;

 WHEREAS,
on March 20, 2026, the Parties entered into Amendment No. 1 to Convertible Promissory Note (the “First Amendment”), which,
among other things, extended the Maturity Date to June 1, 2026 and reduced the aggregate principal amount available for advance under
the Note to $3,850,000;

 WHEREAS,
the Parties now desire to further amend the Note to, among other things, extend the Maturity Date by an additional sixty (60) days and
to provide for certain payments to be made by the Issuers to the Holder in connection with such extension; and

 WHEREAS,
the Parties have agreed to amend the Note as hereinafter provided.

 NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the Parties hereinafter expressed and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, each intending to be legally bound, agree
as follows:

 AGREEMENT

 1. Recitals.
 The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

 2. Capitalized
Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Note (as amended by the First
Amendment), except as otherwise specifically set forth herein.

 3. Conflicts.
In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the
Note (as amended by the First Amendment), the terms and provisions of this Amendment shall control, but only to the extent of any such
conflict or ambiguity.

 4. Extension
of Maturity Date. The Maturity Date of the Note is hereby amended and extended from June 1, 2026 to July 31, 2026. All references
in the Note and the First Amendment to the “Maturity Date” shall be deemed to refer to July 31, 2026.

 5. Payment
Upon Execution. As a condition to the effectiveness of this Amendment, simultaneously with the execution and delivery of this Amendment,
the Issuers shall pay to the Holder (i) an amount equal to One Hundred Thousand Dollars ($100,000), which payment shall be in consideration
of the extension set forth herein and other costs and expenses incurred by the Holder in connection with the Note, and (ii) an additional
amount equal to Two Hundred Thousand Dollars ($200,000) (the collectively, the “Execution Date Payments”) which payment shall
be applied to reduce the outstanding balance of the Note.

 6. Covenants
Regarding ClearCore Solutions, Inc. Stock . The Parties acknowledge and agree that as of the date hereof, the 9,000,000 shares
of Class B Common Stock of CleanCore Solutions, Inc. (“ZONE Shares”) in the name of Dogecoin Ventures, Inc. (“Dogecoin
Ventures”) have been deposited into a securities account with Revere Securities LLC (“Securities Intermediary”), and
Dogecoin Ventures has provided a power of attorney to the Securities Intermediary to act on its behalf in connection with the delivery
of any proceeds from the sale of ZONE Shares to the Holder in order to satisfy the obligations under the Note. For any and all sales
or trades of any of the ZONE Shares, the Issuers shall take all steps necessary to promptly cause the consideration received (net only
of customary brokerage commissions) to be immediately transferred to the Holder for payment of the obligations under the Note.

 7. Not
a Novation. This Amendment is a modification of the Note only and not a novation. Except as expressly modified hereby, all of the
terms, conditions, covenants and other provisions of the Note and the First Amendment shall remain in full force and effect and are hereby
ratified and confirmed in all respects.

 8. Effect
on Transaction Documents. The Amendment shall become effective on the date (such date, the “Effective Date”) when Holder
receives of a duly executed signature page from an authorized officer of each Issuer, the Holder signs this Amendment, and the Holder
received the Execution Date Payments. On and after the Effective Date, each reference in the Note and the other Transaction Documents
to the Note shall mean and be a reference to the Note as amended by this Amendment. This Amendment shall be deemed a “Transaction
Document” as defined in the Note.

 9. Joint
and Several Liability. The obligations of the Issuers under this Amendment, including without limitation the obligation to make the
Execution Date Payments, shall be joint and several.

 10. Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect
to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

 11. Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together,
shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by

 .pdf
format) shall be equally effective as delivery of a manually executed counterpart.

 12. Entire
Agreement. This Amendment, together with the Note, the First Amendment, and the other Transaction Documents, constitutes the entire
agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties,
commitments, offers, contracts and writings with respect to the subject matter hereof. Except as expressly amended by this Amendment,
all the terms and provisions of the Note are hereby ratified and affirmed in all respects.

 13. Representations
and Warranties . The Issuers hereby represent and warrant that (a) this Amendment is the legal, valid and binding obligation of such
Issuer, enforceable against the Issuer in accordance with its terms, (b) no breach, default, Event of Default or, to the Issuer’s
knowledge, a potential breach, default or Event of Default shall have occurred and be continuing and (c) the representations and warranties
set forth in the Note and in the other Transaction Documents are true and correct in all respects on and as of the Effective Date with
the same force and effect as if made on and as of the Effective Date (except to the extent that any such representation or warranty expressly
relates to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such
earlier date).

 [Remainder
of this page left blank intentionally; signature page(s) follow(s)]

 2

 IN
WITNESS WHEREOF , the Parties hereto have duly executed this Amendment as of the day and year first above written.

 ISSUERS:

 BRAG HOUSE HOLDINGS, INC.

 By:
 /s/ Lavell
 Juan Malloy, II

 Name:
 Lavell Juan Malloy, II

 Title:
 Chief Executive Officer

 HOUSE OF DOGE INC.

 By:
 /s/ Marco
 Margiotta

 Name:
 Marco Margiotta

 Title:
 Chief Executive Officer

 HOLDER:

 YA II PN, LTD.

 By: Yorkville Advisors Global, LP

 Its:
 Investment Manager

 By:
 Yorkville Advisors Global II, LLC

 Its:
 General Partner

 By:
 /s/
 Matt Beckman

 Name:
 Matt Beckman

 Title:
 Manager

 [Signature
Page to Amendment No. 2 to Convertible Promissory Note]

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