EXHIBIT 2.5

ARTICLES OF AMENDMENT TO

ARTICLES OFINCORPORATION OF

BYZEN DIGITAL, INC.

DESIGNATING

SERIES C CONVERTIBLE PREFERRED STOCK

Pursuant to Chapter 78.195 of the of the Nevada Revised Statutes, Byzen Digital, Inc., a Nevada corporation (the “Corporation”), does hereby certify:

TheArticlesofIncorporationoftheCorporation(the“Charter”)conferupontheBoardofDirectors of the Corporation (the “Board of Directors”) the authority to provide for the issuance, from time to time, in one or more series, of shares of preferred stock and, in the resolution or resolutions providing for such issue,establishforeachsuchseriesthenumberofshares,thedesignations,powers,privileges,preferences and rights, if any, of the shares of such series, and the qualifications, limitations and restrictions, if any, of such series, to the fullest extent permitted by the Nevada Revised Statutes as the same exists or may hereafter be amended. On February 9, 2021, the Board of Directors duly adopted the following resolutioncreatingaseriesofpreferredstockdesignatedastheSeriesC ConvertiblePreferred Stock,comprisedof 2,000,000 authorizedshares,andsuchresolutionhasnotbeenmodified and is in full force and effect on the datehereof:

RESOLVEDthat,pursuanttotheauthorityvestedintheBoardofDirectorsinaccordancewiththe provisions of the Charter, a series of the class of authorized preferred stock, par value $0.001 per share, of the Corporation is hereby created and that the designation and number of shares thereof and the powers, preferencesandrightsofthesharesofsuchseries,andthequalifications,limitationsandrestrictionsthereof are asfollows:

FIRST:

These Articles of Amendment were adopted by the Board of Directors on February 9, 2021 in the manner prescribed by Chapter 78.195 of the of the Nevada Revised Statutes (“NRS”). Shareholder action was not required.

SECOND:

That pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Articles of Incorporation, as amended, of the Corporation (the “Articles of Incorporation”), the Board of Directors adopted the following resolutionon February 9, 2021 designating 2,000,000sharesoftheCompany’sauthorized preferred stock as “Series C Convertible Preferred Stock”:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Articles of Incorporation, a series of Preferred Stock, having a par valueof$0.001pershare,oftheCorporationbeandherebyiscreated,andthatthedesignationandnumber ofsharesthereof,andthevotingandotherpowers,preferencesandrelative,participating,optionalorother rightsofthesharesofsuchseries,andthequalifications,limitationsandrestrictionsthereof,areasfollows:

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TERMS OF SERIES “C” CONVERTIBLE PREFERRED STOCK

Two Million (,2,000,000) shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series C Convertible Preferred Stock” with the following rights, preferences, powers, privileges, restrictions, qualifications, and limitations.

1.    Fractional Shares. Series C Convertible Preferred Stock may be issued in fractional shares.

2.    Dividends. Series C Convertible Preferred Stock shall be treated pai passu with Common Stock and Series B Convertible Non-Voting Preferred Stock except that the dividend on each share of Series C Convertible Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate.

3.    Liquidation, Dissolution, or Winding Up. Payments to Holders of Series C Preferred Stock shall be treated pari passu with Common Stock and the Series B Convertible Non-Voting Preferred Stock except that the payment on each share of Series C Preferred Stock shall be equal to the amount of the payment on each share of Common Stock multiplied by the ConversionRate.

4.    Voting. The holders of the Series C Convertible Preferred Stock shall vote together with the holders of the Common Stock of the Corporation as a single class on all matters submitted to a vote of the stockholders with each share of Series C Convertible Preferred Stock entitled to 100 votes and shall be entitled to notice of any stockholders meeting in accordance with the Bylaws of the Corporation.

5.    Conversion Rate and Adjustments.   (a)    ConversionRate.TheConversionRateshallbe10sharesofCommonStock(asadjustedpursuant to this Section 5) for each share of Series C Convertible PreferredStock.   (b)    Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the issuance of the Series C Convertible Preferred Stock effect a subdivision of the outstanding Common Stock, the Conversion Rate then in effect immediately before that subdivision shallbeproportionatelyincreased.IftheCorporationshallatanytimeorfromtimetotimeaftertheissuance oftheSeriesCConvertiblePreferredStockcombinetheoutstandingsharesofCommonStock, theConversionRatethenineffectimmediatelybeforethecombinationshallbeproportionatelydecreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomeseffective.   (c)   Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization,reclassification,consolidation,ormergerinvolvingtheCorporationinwhichtheCommon Stock (but not the Series C Convertible Preferred Stock) is converted into or exchanged for securities,cash,orotherproperty,then,followinganysuchreorganization,recapitalization,reclassification, consolidation, or merger, each share of Series C Convertible Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind andamountofsecurities,cashorotherpropertythataholderofthenumberofsharesofCommonStockof theCorporationissuableuponconversionofoneshareofSeriesCConvertiblePreferredStock immediatelypriortosuchreorganization,recapitalization,reclassification,consolidation,ormergerwould have been entitled to receive pursuant to suchtransaction.

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6.    AutomaticConversion.The Series C Convertible Preferred Stock shall not be convertible prior to January1,2023 and shall be automatically convertible on such dateunless such date is extended ifunanimouslyapprovedtobeextendedbythe Series C Convertible Preferred stockholders ofrecord.

7.    Anti-Dilution Provision.   (a)TheholdersoftheSeriesCConvertiblePreferredStockshallhaveanti-dilutionrights (the“Anti-DilutionRights”)duringthetwo-yearperiodaftertheSeriesCConvertiblePreferred has been converted into shares of Common Stock at its then effective Conversion Rate. The anti-dilution rights shall be pro- rata to the holder’s ownership of the Series C Convertible Preferred Stock. The Company agrees to assure that the holders of the Series C Convertible Preferred Stock shall have and maintain at all times, full ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 20%,calculatedonafullydilutedbasis.IntheeventthattheCompanyissuesanysharesofcommonstock, preferred stock or any security convertible into or exchangeable for common stock or preferred stock to any person or entity, the Company agrees to undertake all necessary measures as may be necessary or expedient to accommodate its performance under this Series C Convertible Preferred Stock Designation, including, without limitation, the amendment of its articles of incorporation to the extent necessarytoprovideforasufficientnumberofsharesofauthorizedcommonstockorpreferredstockto be issuedtoSeriesC ConvertiblePreferredStockholderssoastomaintaininSeriesC Convertible Preferred Stock holders, a 20% interest in the common stock and preferred stock of the Company, calculated on a fully-diluted basis.  

8.    Waiver. Any of the rights, powers, or preferences of the holders of Series C Convertible Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series C Convertible Preferred Stock thenoutstanding.

RESOLVED, FURTHER, that any executive officer of the Corporation be and he hereby is authorized and directed to prepare and file a Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Nevada law.

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INWITNESSWHEREOF,theundersignedhaveexecutedtheseArticlesofAmendmentthis9^th day of February, 2021.

	/s/ Dan Bates
Name:	Dan Bates
Title:	Chief Executive Officer

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