EXHIBIT 4.1

CERTIFICATE OF DESIGNATION OF 

SERIES B CONVERTIBLE PREFERRED STOCK OF  

RELIANT HOLDINGS, INC.

A Nevada Corporation

Section 1. Designation and Amount. The shares of the Class of Preferred Stock hereby and herein created shall have a par value of one-tenth of a cent ($0.001) per share and shall be designated as Series B Preferred Stock (the "Series B Preferred Stock") with a face value of one thousand dollars ($1,000) per share (the “Face Value”), and the number of shares constituting the Series B Preferred Stock shall be ten thousand (10,000).

Section 2. Rank. The Series B Preferred Stock shall rank: (i) junior to the Series C Preferred Stock of the Company ("Series C Preferred Stock"); (ii) senior to any other class or series of outstanding Preferred Shares or classes of capital stock of the Company not explicitly ranked higher herein; (iii) prior to all of the Company's Common Stock ("Common Stock"); (iv) prior to any other class or series of capital stock of the Company hereafter created not explicitly ranked higher herein ("Junior Securities"); and in each case as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (all such distributions being referred to collectively as “Distributions”).

Section 3. Dividends. The holders of the Series B Preferred Stock shall be entitled to receive quarterly dividends at the rate of two percent (2%) of the total value of any Series B Preferred Stock calculated by multiplying the total number of shares of Series B Preferred Stock held by the Face Value. Dividends shall be paid in Series B Preferred Stock, Common Stock valued at the Volume Weighted Average Price (“VWAP”) for the ten (10) days prior to the dividend date, or cash, or any combination of the same, at the discretion of the Holder. The Holder shall notify the Company of the form of dividends to be received no less than five (5) days following the end of any fiscal quarter of the Company. All such dividends shall be fully cumulative and shall be prior and in preference to any declaration or payment of any dividend (payable in Common Stock, Series B Preferred Stock, or cash) or other distribution on any other class or series of preferred stock or the common stock of the corporation.

Section 4. Conversion of Preferred Shares to Common. The Series B Preferred Stock shall be convertible into shares of Common Stock of the Company as follows:

Section 5. Voting Rights. The Holders of Series B Preferred Stock shall have no voting rights except in matters relating solely to the Holders of Series B Preferred. This means they cannot vote on issues such as the election of directors, company mergers, or general corporate policy changes unless these matters specifically affect them. However, they do have voting rights in matters that relate solely to their class of stock. This includes decisions or changes that directly impact the rights, privileges, or preferences of the Series B Preferred Stock. These matters include, but are not limited to, changes to the terms or conditions of their stock, the issuance of additional Series B Preferred Stock, or any amendments to the company's charter that would negatively affect their rights or preferences.

Section 6. Status of Converted Stock. Once the shares of Series B Preferred Stock shall be converted or canceled pursuant to the receipt of a Conversion Notice pursuant to Section 5(a) hereof, the shares shall be canceled and shall return to the status of authorized but unissued Preferred Stock of no designated class and shall not be issuable by the Company as Series B Preferred Stock.

EXHIBIT A

NOTICE OF CONVERSION

The undersigned (“Holder”) hereby irrevocably elects to convert their Series B Preferred Shares (Certificate No. ______ or book-entry position) into shares of Common Stock of Reliant Holdings, Inc. (the “Issuer”)

The Issuer shall cause the Issuer’s transfer agent to issue one or more certificates as directed by Holder for the number of shares of Common stock set forth below (which numbers are based on the holder’s calculation below) in the name(s) specified immediately below:

Holder’s Name: _________________________________________

Holder’s SSN/Tax ID #: ___________________________________

Holder’s Address:

______________________________________________________________________________________________

The Holder represents and warrants that all offers and sales by the Holder of the securities issuable to the Holder upon conversion of the Series B Preferred Stock shall be made pursuant to registration of the securities under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

Date to Effect Conversion: ________________

Conversion Ratio: As described in Section 4(a) of the Certificate of Designation.

Number of shares of Preferred Stock being converted: _____________

Number of shares of Common Stock to be issued: __________________

Please send the common stock certificate to _________________________________________________________________.

______________________________

(Holder’s Signature)

Print name: ___________________________

Phone: _______________________________

E-mail: _______________________________

EXHIBIT 4.2

AMENDED 

CERTIFICATE OF DESIGNATION OF 

SERIES C CONVERTIBLE PREFERRED STOCK OF 

RELIANT HOLDINGS, INC.

A Nevada Corporation

Section 1. Designation and Amount. The shares of the Class of Preferred Stock hereby and herein created shall have a par value of one-tenth of a cent($0.001) per share and shall be designated as Class C Preferred Stock (the "Class C Preferred Stock") with a face value of one thousand dollars ($1,000) per share (“Face Value”), and the number of shares constituting the Class C Preferred Stock shall be six thousand five hundred seventy (6,570).

Section 2. Rank. The Series C Preferred Stock shall rank: (i) senior to the Series B Preferred Stock of the Company ("Class B Preferred Stock"); (ii) senior to all of the Company's Common Stock ("Common Stock"); (iii) senior to any other class or series of capital stock of the Company hereafter created not explicitly ranked higher herein ("Junior Securities"); (iv) junior to any class or series of Preferred Stock of the Company ranked higher than Series C Preferred Stock ("Senior Securities"); (v) and in each case as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (all such distributions being referred to collectively as “Distributions”).

Section 3. Dividends. The holders of the Series C Preferred Stock shall not be entitled to any dividends.

Section 4. Liquidation/Merger Preference.

____________________________

¹ A Liquidation Event shall include (a) any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary; (b) a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which shareholders of the Company immediately prior to the transaction retain a majority of the voting power in the surviving entity; (c) a sale, lease, transfer, or other disposition of all or substantially all of the Company's assets; or (d) any other transaction or series of related transactions that result in the transfer of a majority of the voting power of the Company.

Section 5. Conversion of Preferred Shares to Common. The Class C Preferred Stock shall be convertible into shares of Common Stock of the Company as follows:

Stock Dividends and Stock Splits. If the Company, at any time while the Class C Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately on the payment date with respect to a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

Section 6. Voting Rights. Holders of Series C Preferred Stock shall have no voting rights in general matters. This means they cannot vote on issues such as the election of directors, company mergers, or general corporate policy changes unless these matters specifically affect them. However, they do have voting rights in matters that relate solely to their class of stock. This includes decisions or changes that directly impact the rights, privileges, or preferences of the Series C Preferred Stock. These matters include, but are not limited to, changes to the terms or conditions of their stock, the issuance of additional Series C Preferred Stock, or any amendments to the company's charter that would negatively affect their rights or preferences.

Section 7. Status of Converted Stock. Once the shares of Class C Preferred Stock shall be converted or canceled pursuant to the receipt of a Conversion Notice pursuant to Section 5(a) hereof, the shares shall be canceled and shall return to the status of authorized but unissued Preferred Stock of no designated class and shall not be issuable by the Company as Class C Preferred Stock.

EXHIBIT A

NOTICE OF CONVERSION

The undersigned (“Holder”) hereby irrevocably elects to convert their Series C Preferred Shares (Certificate No. ______ or book-entry position) into shares of Common Stock of Reliant Holdings, Inc. (the “Issuer”)

The Issuer shall cause the Issuer’s transfer agent to issue one or more certificates as directed by Holder for the number of shares of Common stock set forth below (which numbers are based on the holder’s calculation below) in the name(s) specified immediately below:

Holder’s Name: _________________________________________

Holder’s SSN/Tax ID #: ___________________________________

Holder’s Address:

______________________________________________________________________________

The Holder represents and warrants that all offers and sales by the Holder of the securities issuable to the Holder upon conversion of the Series C Preferred Stock shall be made pursuant to registration of the securities under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

Date to Effect Conversion: ________________

Conversion Ratio: 33,334 Share of Common Stock for Each 1 Share of Series C Preferred Stock

Number of shares of Preferred Stock being converted: _____________

Number of shares of Common Stock to be issued: __________________

Please send the common stock certificate to ________________________________________________.

______________________________

(Holder’s Signature)

Print name: ___________________________

Phone: _______________________________

E-mail: _______________________________

EXHIBIT 4.3

CERTIFICATE OF DESIGNATION OF 

SERIES D CONVERTIBLE PREFERRED STOCK OF 

RELIANT HOLDINGS, INC.

A Nevada Corporation

Section 1. Designation and Amount. The shares of the Class of Preferred Stock hereby and herein created shall have a par value of one-tenth of a cent($0.001) per share and shall be designated as Class D Preferred Stock (the "Class D Preferred Stock") with a face value of one thousand dollars ($1,000) per share (“Face Value”), and the number of shares constituting the Class D Preferred Stock shall be one hundred (100).

Section 2. Rank. The Series D Preferred Stock shall rank: along side of the Common Stock of the Company as if fully converted.

Section 3. Dividends. The holders of the Series D Preferred Stock shall receive no dividends.

Section 4. Liquidation/Merger Preference.  The holders of Series D Preferred Stock shall have no liquidation preferences.

Section 5. Conversion of Preferred Shares to Common. The Class D Preferred Stock shall be convertible into shares of Common Stock of the Company as follows:

Section 6. Voting Rights. Holders of Series D Preferred Stock shall have voting rights equal to seven hundred fifty thousand (750,000) votes per share of Series D Preferred Stock held.  

Section 7. Status of Converted Stock. Once the shares of Class D Preferred Stock shall be converted or canceled pursuant to the receipt of a Conversion Notice pursuant to Section 5(a) hereof, the shares shall be canceled and shall return to the status of authorized but unissued Preferred Stock of no designated class and shall not be issuable by the Company as Class D Preferred Stock.

EXHIBIT A

NOTICE OF CONVERSION

The undersigned (“Holder”) hereby irrevocably elects to convert their Series D Preferred Shares (Certificate No. ______ or book-entry position) into shares of Common Stock of Reliant Holdings, Inc. (the “Issuer”)

The Issuer shall cause the Issuer’s transfer agent to issue one or more certificates as directed by Holder for the number of shares of Common stock set forth below (which numbers are based on the holder’s calculation below) in the name(s) specified immediately below:

Holder’s Name: _________________________________________

Holder’s SSN/Tax ID #: ___________________________________

Holder’s Address:

______________________________________________________________________

The Holder represents and warrants that all offers and sales by the Holder of the securities issuable to the Holder upon conversion of the Series D Preferred Stock shall be made pursuant to registration of the securities under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

Date to Effect Conversion: ________________

Conversion Ratio: 750,000 Shares of Common Stock for Each 1 Share of Series D Preferred Stock

Number of shares of Preferred Stock being converted: _____________

Number of shares of Common Stock to be issued: __________________

Please send the common stock certificate to ________________________________________________.

______________________________

(Holder’s Signature)

Print name: ___________________________

Phone: _______________________________

E-mail: _______________________________

EXHIBIT 10.1 

CONTRIBUTION AGREEMENT

This contribution agreement (this "Agreement") dated as of June 18, 2024, by and between the members HLDCO, LLC, a Delaware limited liability company ("HLDCO") and the members of HLDCO referred to collectively as the (“Members”) and Reliant Holdings, Inc., a Nevada corporation ("Pubco").

WHEREAS, the Members and Pubco desire to enter into this Agreement pursuant to which Members desire to transfer 100% of the ownership of HLDCO to Pubco, on the terms and subject to the conditions set forth in this Agreement (the "Contribution").

WHEREAS, it is intended that the Contribution be a tax-free transfer under Section 351 of the Internal Revenue Code.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I. CONTRIBUTION.

Section 1.1. Contribution of Membership Interests.

Section 1.2. Assumption of Liabilities. Subject to the terms of this Agreement, Pubco hereby assumes and shall perform, pay, and discharge when due the following liabilities and obligations of HLDCO and its subsidiaries (the "Assumed Liabilities"):

Section 1.3. Excluded Liabilities. Notwithstanding any provision of this Agreement or of any Conveyance Document (as defined below) to the contrary, Pubco is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of HLDCO and its subsidiary holdings or whatever nature whether presently in existence or arising hereafter and all such other liabilities and obligations shall be retained by and shall remain liabilities of HLDCO (all of such liabilities and obligations not being assumed hereinafter referred to as the "Excluded Liabilities").

Section 1.4. Conveyance. Members and Pubco shall each execute such documents evidencing the conveyance of the Membership Interests and Contributed Assets and the assumption of the Assumed Liabilities as the Members shall reasonably request, including but not limited to stock powers, a bill of sale and other assignment and/or assumption documents (collectively, the "Conveyance Documents").

Section 1.5. Consideration. In consideration of the Contribution, upon increasing the number of authorized common stock Pubco shall issue, exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.0001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.0001 per share, and exactly 100 shares of newly designated Series D Preferred Stock to the Members (collectively, the "Shares"). The Shares shall be issued to the Members in the amounts indicated on the signature page.

Section 1.6. Closing.

ARTICLE II. REPRESENTATIONS AND WARRANTIES.

Section 2.1. Representations and Warranties of the Members.

Section 2.2. Representations and Warranties of Pubco.

ARTICLE III. COVENANTS.

Section 3.1. Indemnification. From and after the closing of the Contribution, (i) Pubco shall indemnify, defend, and hold harmless the Members, its affiliates, and their respective successors and assigns from, against and in respect of any damages, losses, claims or liabilities (including but not limited to reasonable attorney's fees and expenses) relating to or arising out of the ownership or operation of the Contributed Assets or the conduct of the Transferred Business, and (ii) the Members shall indemnify, defend and hold harmless Pubco, its affiliates, and their respective successors and assigns from, against and in respect of any damages, losses, claims or liabilities (including but not limited to reasonable attorney's fees and expenses) relating to or arising out of the Excluded Liabilities.

Section 3.2. Survival. The representations and warranties of each of the Members and Pubco contained herein or in any certificate or other document delivered pursuant hereto will not survive the closing.

Section 3.3. Further Assurances. Members and Pubco shall each execute all documents and instruments of transfer, assignment, assumption, or novation and perform such other acts as may be reasonably necessary or expedient to further the purposes of this Agreement and the transactions contemplated hereby.

Section 3.4. Financial Statements. The Members undertake to obtain PCAOB audited and unaudited financial statements for HLDCO in the time and as required by the Securities and Exchange Commission.

ARTICLE IV. DEFINITIONS.

Section 4.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

"Governmental Authority" means any national, state, local, domestic, foreign, or international government or any judicial, legislative, executive, administrative, or regulatory authority, tribunal, agency, body, entity or commission, or other governmental, quasi-governmental, or regulatory authority or agency, domestic or foreign or international.

"Intellectual Property" means and includes (i) patents, applications for patents (including divisions, provisionals, continuations, continuations in-part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; (ii) inventions, discoveries and ideas, whether patentable or not in any jurisdiction; (iii) trademarks, service marks, brand names, certification marks, trade dress, assumed names, domain names, trade names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; (iv) nonpublic information, trade secrets, know-how, formulas, processes, procedures, research records, records of invention, test information, market surveys, and confidential information, whether patentable or not in any jurisdiction and rights in any jurisdiction to limit the use or disclosure thereof by any Person; (v) writings and other works, whether copyrightable or not in any jurisdiction, and any renewals or extensions thereof; any similar intellectual property or proprietary rights; (vi) software, including all types of computer software programs, operating systems, application programs, software tools, firmware (including all types of firmware, firmware specifications, mask works, circuit layouts and hardware descriptions) and software imbedded in equipment, including both object code and source code, and all written or electronic data, documentation and materials that explain the structure or use of software or that were used in the development of software, including software specifications, or are used in the operation of the software (including logic diagrams, flow charts, procedural diagrams, error reports, manuals and training materials, look-up tables and databases), whether patentable or not in any jurisdiction and rights in any jurisdiction to limit the use or disclosure thereof and registrations thereof in any jurisdiction, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; and (vii) any claims or causes of action (pending, threatened or which could be filed) arising out of any infringement or misappropriation of any of the foregoing.

"Law" means any statute, law, ordinance, rule, regulation, or requirement of a Governmental Authority.

"Lien" means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer, and security interests of any kind or nature whatsoever.

"Order" means any order, judgment, writ, decree, or injunction issued by any court, agency, or other Governmental Authority.

"Permitted Liens" means

(i) Liens for taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting procedures ("GAAP") have been established;

(ii) mechanics', carriers', workmen, repairmen, material, and other Liens arising by operation of Law;

(iii) Liens or security interests that arise or are incurred in the ordinary course of business relating to obligations not yet due on the part of HLDCO or its subsidiaries or secure a liquidated amount that is being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established;

(iv) pledges or deposits to secure obligations under workers' compensation Laws or similar Laws or to secure public or statutory obligations;

(v) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds, and other obligations of a similar nature, in each case in the ordinary course of business;

(vi) easements, encroachments, declarations, covenants, conditions, reservations, limitations, and rights-of-way (unrecorded and of record) and other similar restrictions or encumbrances of record, zoning, building, and other similar ordinances, regulations, variances, and restrictions, and all defects or irregularities in the title, including any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection;

(vii) pledges or deposits to secure the obligations under the existing indebtedness of HLDCO or its subsidiaries;

(viii) all Liens created or incurred by any owner, landlord, sublandlord, or other Person in title; and

(ix) any other Liens that do not materially interfere with HLDCO's use and enjoyment of real property or materially detract from or diminish the value thereof.

"Person" means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority.

ARTICLE V. MISCELLANEOUS.

Section 5.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party shall assign its rights under this Agreement without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.

Section 5.2. Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall be construed to confer upon any other Person any legal or equitable right, benefit, remedy or claim of any nature whatsoever by reason of this Agreement.

Section 5.3. Governing Law. This Agreement shall be governed and construed in accordance with the Laws of the State of Nevada 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.

Section 5.4. Severability. If any term, condition, or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other terms, conditions, and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.

Section 5.5. Entire Agreement. This Agreement (including the schedules hereto) constitutes the entire agreement and supersedes all oral agreements and understandings and all written agreements prior to the date hereof between or on behalf of the parties with respect to the subject matter hereof.

Section 5.6. Amendment. This Agreement may be amended only by a writing signed by each of the parties, and any amendment shall be effective only to the extent specifically set forth in that writing.

Section 5.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. At the closing of the Contribution, signature pages of counterparts may be exchanged by electronic transmittal of scanned images thereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the party providing a scanned image and that party's counsel.

Section 5.8. Notice. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid, or by reputable overnight courier service, or by electronic mail with acknowledgment of receipt of complete transmission further confirmed by a copy sent by reputable overnight courier service. Any notice or other communication so given shall be validly given hereunder upon receipt if delivered by hand, upon receipt if sent by registered or certified mail or by overnight courier service, and upon return receipt, if sent by electronic mail to the addresses set forth below or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

If to the Members:

Mount Olympus Ventures, Inc.

8605 Santa Monica Blvd.

PMB 36522

Los Angeles, CA 90069

Apollo Capital Corp.

8605 Santa Monica Blvd.

PMB 36522

Los Angeles, CA 90069

M2B Funding Corp.

8605 Santa Monica Blvd.

PMB 36522

Los Angeles, CA 90069

With a copy (which will not constitute notice to Members) to:

Smith Eilers, PLLC

149 South Lexington Ave.

Asheville, NC 28803

Email: [email protected]

Attention: William Eilers

If to Pubco, to:

Reliant Holdings, Inc.

8605 Santa Monica Blvd.

PMB 36522

Los Angeles, CA 90069

Rejection or other refusal to accept or the inability for delivery to be affected because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

[This space left intentionally blank signature page to follow]

HLDCO, LLC 351 Contribution Agreement – Signature Page

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

MEMBERS

Mount Olympus Ventures, Inc.

Apollo Capital Corp.

M2B Funding Corp.

RELIANT HOLDINGS, INC.