Strategy Inc

(d)Conversion Procedures.

(i)Requirements for Holders to Exercise Conversion Right.

(1)* Global Certificates*. To Convert a beneficial interest in a Global Certificate, the owner of such beneficial interest must (x) comply with the Depositary Procedures for Converting such beneficial interest (at which time

• 33 - such Early Conversion will become irrevocable);and(y**) if applicable, pay any declared Regular Dividend payable on the next Regular Dividend Payment Date pursuant to Section 10(c)(ii); and (z**) if applicable, pay any documentary or other taxes pursuant toSection 11(c).

(2)* Physical Certificates*. To Convert any share of Perpetual Strike Preferred Stock represented by a Physical Certificate, the Holder of such share must (v) complete, manually sign and deliver to the Conversion Agent the Conversion Notice attached to such Physical Certificate or a facsimile of such Conversion Notice; (w) deliver such Physical Certificate to the Conversion Agent (at which time such Conversion will become irrevocable); (x) furnish any endorsements and transfer documents that the Company or the Conversion Agent may require;and(y**) if applicable, pay any declared Regular Dividend payable on the next Regular Dividend Payment Date pursuant to Section** 10(c)(ii); and (z) if applicable, pay any documentary or other taxes as pursuant toSection 11(c).

(ii)When Converting Holders Become Stockholders of Record of the Shares of Class A Common Stock Issuable Upon Conversion. The Person in whose name any share of Class A Common Stock is issuable upon Conversion of any Perpetual Strike Preferred Stock will be deemed to become the holder of record of such share as of the Close of Business on the Conversion Date for such Conversion.

(iii)Conversions of Fractional Shares Not Permitted. Notwithstanding anything to the contrary in this Certificate of Designations, in no event will any Holder be entitled to Convert a number of shares of Perpetual Strike Preferred Stock that is not a whole number.