FiEE, Inc.

APPENDIX A

CERTIFICATE OF AMENDMENT

OF

SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS,

PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE

PREFERRED STOCK

OF

FiEE, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. Section 1 of the Second Amended and Restated Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation (the “Certificate of Designations”) is hereby amended by deleting the definition of “Beneficial Ownership Limitation” in its entirety.

2. Section 4 of the Certificate of Designations is hereby amended by deleting the phrase “, without taking into account for such purposes the Beneficial Ownership Limitation as then in effect” from the first sentence thereof.

3. Section 6(c) of the Certificate of Designations is hereby amended by deleting the text and title thereof in its entirety and inserting the following in lieu thereof:

“Intentionally Omitted.”

4. Section 7(b) of the Certificate of Designations is hereby amended to delete the phrase “(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)” from the first sentence thereof.

5. Section 7(b) of the Certificate of Designations is hereby amended to delete the phrase “(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation)” from the first sentence thereof.

6. Section 7(c) of the Certificate of Designations is hereby amended to delete the phrase “(without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation)” from the first sentence of thereof.

7. Section 7(c) of the Certificate of Designations is further amended to delete the phrase “(provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation)” from the first sentence thereof.

8. The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Second Amended and Restated Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Preferred Stock to be executed by its duly authorized officer on this day of , 2026.