Certificate of Designations with respect to Convertible Preferred Stock

Exhibit 4.1

STRYVE FOODS, INC.

STATEMENT OF PREFERENCES, RIGHTS AND LIMITATIONS

OF

SERIES A-1 PREFERRED STOCK

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 6(e).

“Board” means the Board of Directors of the Corporation.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Certificate of Designations” means this Certificate of Designations, as amended or supplemented from time to time.

“Class A Common Stock” means the Corporation’s Class A Common Stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

“Close of Business” means 5:00 p.m., Central time.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company” or “Corporation” means Stryve Foods, Inc., a Delaware corporation.

“Conversion Date” shall have the meaning set forth in Section 6(a).

“Conversion Price” shall have the meaning set forth in Section 6(c).

“Conversion Shares” means, collectively, the shares of Class A Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Holder” means a record holder of a share of Preferred Stock.

“Liquidation” shall have the meaning set forth in Section 5.

“Mandatory Redemption” shall have the meaning set forth in Section 8(a)(i).

“Mandatory Redemption Date” means the date fixed, pursuant to Section 8(a)(iii), for the settlement of the redemption of the Preferred Stock by the Company pursuant to a Redemption.

“Mandatory Redemption Notice” has the meaning set forth in Section 8(a)(v).

“Mandatory Redemption Notice Date” means, with respect to a Mandatory Redemption of the Preferred Stock, the date on which the Company sends the related Mandatory Redemption Notice pursuant to Section 8(a)(v).

“Mandatory Redemption Price” means the consideration payable by the Company to redeem any Preferred Stock upon its Redemption, calculated pursuant to Section 8(a)(iv).

“Mandatory Redemption Price Premium” means 102%.

“Notice of Conversion” shall have the meaning set forth in Section 6(a).

“Original Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred Stock” shall have the meaning set forth in Section 2.

“Purchase Agreement” means Purchase Agreement, dated as of January 30, 2025, among the Corporation and the Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Redemption” means a Mandatory Redemption.

“Sale Transaction” shall have the meaning set forth in Section 9.

“Securities” means the Preferred Stock and the Underlying Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 6(d).

“Stated Value” shall have the meaning set forth in Section 2 (subject to proportionate adjustments for stock dividends, stock splits).

“Subsidiary” means any subsidiary of the Corporation and shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Purchase Agreement.

“Texas Courts” shall have the meaning set forth in Section 10(d).

“Trading Day” means a day on which the principal Trading Market is open for business.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transaction Documents” means this Certificate of Designations and the Purchase Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement.

“Transfer Agent” means Continental Stock Transfer & Trust Company, and any successor transfer agent of the Company.

“Underlying Shares” means the shares of Class A Common Stock issued and issuable upon conversion of the Preferred Stock.

“Wholly-Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding capital stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly-Owned Subsidiaries of such Person.

Section 2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series A-1 Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 935,000. Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $10.7122 (subject to proportionate adjustments for stock dividends, stock splits and similar transactions) (the “Stated Value”).

Section 3. Dividends.

Section 4. Voting Rights; Limitations. Except as required by applicable law, each share of Preferred Stock will have the right to vote together as a single class with the holders of the Common Stock on each matter submitted for a vote or consent by the holders of the Common Stock. Each share of Preferred Stock will be entitled to one vote on all such matters (subject to adjustment for stock splits and similar events). In no event shall (i) the aggregate voting power of the Preferred Stock exceed 19.99% of the outstanding shares of Common Stock of the Company as of the Original Issue Date without stockholder approval or (ii) any Holder have the right to vote shares of Preferred Stock to the extent the voting of such shares of Preferred Stock, when combined with shares of Common Stock beneficially owned, is in excess of 19.99% of the combined voting power of the Preferred Stock and Common Stock. In addition, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of 66% or more of the then outstanding shares of the Preferred Stock, alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designations, or (b) enter into any agreement with respect to any of the foregoing.

Section 5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount in cash equal to the greater of (i) the aggregate Stated Value of all Preferred Stock held by such holder, plus all unpaid accrued and accumulated dividends on all such Preferred Stock (whether or not declared) and (ii) the amount that such Holder would have received with respect to such share of Preferred Stock based on its Stated Value if all shares of Preferred Stock had been converted at their Stated Value, plus all unpaid accrued and accumulated dividends on all such Preferred Stock (whether or not declared) (regardless of whether they were actually converted and without regard to any limitations on convertibility or to whether sufficient shares of Class A Common Stock are available out of the Company’s authorized but unissued stock for the purpose of effecting such conversion) into shares of Class A Common Stock immediately prior to the Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder. For avoidance of doubt, a Sale Transaction shall not be considered a Liquidation.

Section 6. Conversion.

Section 7. Certain Adjustments.

Section 8. Right of Company to Redeem the Preferred Stock.

Section 9. Sale of the Company. If, at any time while shares of Preferred Stock are outstanding, the Company effects any merger or consolidation, sale or other disposition of all or substantially all of its assets or other similar business combination (but excluding any financing transaction or business acquisitions) (a “Sale Transaction”), then the Holder shall have the right to receive an amount in cash equal to the greater of (i) the aggregate Stated Value of all Preferred Stock held by such holder, plus all unpaid accrued and accumulated dividends on all such Preferred Stock (whether or not declared) and (ii) the amount that such Holder would have received with respect to such share of Preferred Stock based on its Stated Value if all shares of Preferred Stock had been converted at their Stated Value, plus all unpaid accrued and accumulated dividends on all such Preferred Stock (whether or not declared) (regardless of whether they were actually converted and jwwithout regard to any limitations on convertibility or to whether sufficient shares of Class A Common Stock are available out of the Company’s authorized but unissued stock for the purpose of effecting such conversion) into shares of Class A Common Stock immediately prior to the Sale Transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Sale Transaction, then the Holder shall be given the same choice as to the consideration it receives upon such Sale Transaction.

Section 10. Miscellaneous.