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APPLIFE DIGITAL SOLUTIONS, INC.

AppLife Digital Solutions, Inc., a Nevada corporation (the “Company”), pursuant to the appropriate provisions of Nevada General Corporation Law, does hereby make this Certificate of Designation and does hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Company by the Articles of Incorporation of the Company, the Board of Directors, without any shareholder action, which action was not required to be taken, duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

RESOLVED, that, pursuant to Article Four of the Articles of Incorporation of the Corporation, the Board of Directors hereby authorizes the issuance of, and fixes the designation and preferences and relative, participating, optional, and other special rights, and qualifications, limitations and restrictions, of a series of Preferred Stock consisting of twenty thousand (20,000) shares, with par value of $0.001, to be designated "Series B Convertible Preferred Stock" (the "Series B Stock").

RESOLVED, that the Series B Stock shall be subject to the following terms and provisions:

1.Preference on Liquidation. 

Series B Preferential Amount. In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Corporation the holders of shares of Series B Stock shall be entitled to receive payment of their pro rata share of the total value of the assets and funds of the Corporation to be distributed, assuming the conversion of Series B Stock into Common Stock.

2.Voting. 

(a)General Rights. Except as otherwise provided herein or as required by law, the Series B Stock shall be voted equally with the shares of the Common Stock of the Corporation and not as a separate class, at any annual or special meeting of shareholders of the Corporation, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: the holder of the shares of Series B Stock shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Series B Stock are convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent. 

3.Conversion Rights.  The holders of the Series B Stock shall have the following rights with respect to the conversion of the Series B Stock into shares of Common Stock (the "Conversion Rights"): 

(a)Conversion.  Subject to and in compliance with the provisions of this Section 3, any shares of Series B Stock may, at any time, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock (a "Voluntary Conversion".) The number of shares of Common Stock to which a holder of Series B Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the "Series B Stock Conversion Rate" then in effect (determined as provided in Section 3(b)) by the number of shares of Series B Stock being converted. 

(b)Series B Stock Conversion Rate.  The conversion rate in effect at any time for conversion of the Series B Stock (the "Series B Stock Conversion Rate") shall be the product of one share of Series B shall convert into $100 of common stock on the date of conversion based upon the previous day’s closing price of the common stock of the Company. 

(d)Adjustment for Reclassification, Exchange and Substitution.  If at any time or from time to time after the Common Stock issuable upon the conversion of the Series B Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a transaction provided for elsewhere in this Section 3), in any such event each holder of Series B Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Series B Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. 

(e)Reorganizations, Mergers, Consolidations or Sales of Assets.  If at any time or from time to time after the date of issuance of the Series B Stock, there is a capital reorganization of the Common Stock (other than a transaction provided for elsewhere in this Section 3), as a part of such capital reorganization, provision shall be made so that the holders of the Series B Stock shall thereafter be entitled to receive upon conversion of the Series B Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof. 

(f)Notices of Record Date.  Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series B Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up. 

(g)Fractional Shares.  Any fractional share resulting from the conversion of the Series B Stock shall be rounded up to the nearest whole share. 

(h)Reservation of Stock Issuable Upon Conversion.  The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Stock, such number of its shares of Common Stock as shall from time to time be sufficient to affect the conversion of all outstanding shares of the Series B Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to affect the conversion of all then outstanding shares of the Series B Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. 

(j)No Impairment.The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holder of the Series B Stock against impairment. 

4.Dividends.  The Series B Preferred shall not be entitled to any dividend unless a dividend is declared for common stockholders. If such an event takes place the Series B Preferred shall participate with the Common Stock on an as-converted basis. 

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This Certificate of Designation has been executed and adopted on behalf of the Corporation as of May 23, 2025.