Amendment No. 2 to the 2021 Equity Incentive Plan 12 million shares

Exhibit 4.1

Amendment No.2 to the

BTCS Inc.

2021 Equity Incentive Plan

Section 4 of the BTCS Inc. 2021 Equity Incentive Plan (the “Plan”) is hereby amended by deleting Section 4.1 and replacing it with the following:

4.1 Subject to adjustment in accordance with Section 11 and 4.2 below, Shares authorized for Awards granted under the Plan on and after the Effective Date shall not exceed 12,000,000 shares. No more than 12,000,000 shares of Common Stock may be granted as Incentive Stock Options. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner.