What changed in this filing

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Item 9A. Controls and Procedures

2025-04-11 compared with 2024-04-16 · 1569 added, 713 removed, 781 unchanged (75% of the section changed)

10 unchanged sentences

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

At the end of the period covered

by this Annual Report on Form 10-K, we conducted an evaluation, under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023,

the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our

Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls

as identified below under “Management’s Report on Internal Control Over Financial Reporting”.

control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

Our Chief Executive Officer

and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures.

upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the disclosure controls

and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was

recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below under

“Management’s Report on Internal Control Over Financial Reporting”.

Management’s Report on Internal Control

12 unchanged sentences

to financial statement preparation and presentation.

During the period covered by this filing, we conducted an evaluation,

under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,

of the effectiveness of the design and operation of our internal controls over financial reporting.

Due to the short time period between

the date of our acquisition of Amiga in October 2023 and our fiscal year end on December 31, 2023, we have excluded Amiga from the scope

of our assessment and from management's report on internal control over financial reporting.

Amiga is a small business and represents

5.0% of our 2023 revenues and 2.3% of our 2023 net loss.

There was no material change to its internal control over financial reporting

due to the acquisition.

During the period

covered by this filing, we conducted an evaluation, under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls

over financial reporting using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO).

Due to the short time period between the date of our acquisition of

Telcom in August 2024 and our fiscal year end on December 31, 2024, we have excluded Telcom from the scope of our assessment and

from management's report on internal control over financial reporting.

Telcom is a small business and represents 0.9% of our 2024

revenues and 0.2% of our 2024 net loss.

There was no material change to its internal control over financial reporting due to the

Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31,

31, 2023, we do not have sufficient internal controls over financial reporting and procedures to ensure that all the information required

to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

We identified the following

material weakness which existed as of December 31, 2023:

Carryforward material weakness:

The Company has a material weakness that was previously identified, that

has not yet been completely remediated.

The Company currently does not have sufficient controls in place to ensure that all inventory

is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current

processes and controls surrounding inventory.

This includes a manual process for completing an allocation of labor and overhead to our

products on a timely basis.

The Company implemented a NetSuite ERP system in Q4 2023 which we believe will remedy this deficiency.

NetSuite ERP system is continually undergoing additional configuration to effectively remediate the internal control weakness when fully

Material weaknesses identified at December 31, 2023:

During Q4 2023, the Company implemented NetSuite

ERP system to automate operations and accounting for the San Diego and Chicago locations.

We did not implement program change

management and user access controls to ensure that:

IT program and data changes affecting the Company’s financial IT applications & underlying accounting records are identified,

tested, authorized, and implemented appropriately, and

Appropriate segregation of duties that would adequately restrict user access and ensure adequate review of transactions.

Because we are a small company, many employees

have multiple job responsibilities, and during the implementation in Q4, the access was allowed for employees to access necessary tasks.

As we move forward into 2024, we will assign access to ensure the proper segregation of duties.

Additionally, we need to ensure the employees

are adequately trained and able to resolve issues timely.

The Company needs to establish appropriate procedures for change management

to ensure changes to the system are formally approved, properly restricted to appropriate personnel, and adequately tested.

In our review, we noted that the Company

did not implement adequate controls relating to documentation of the review and approval of reconciliations and other schedules prepared

internally to be included or disclosed in the financial statements.

Many of our reports and reconciliations are performed in Excel spreadsheets,

and we did not adequately validate the segregation of duties between the preparer and the approver with a signature and time stamp.

has many robust internal control features that can be configured and utilized to ensure workflow approvals are adhered to and integrated

into documentation.

Since these controls have

a pervasive effect across our financial statements, management has determined that these circumstances constitute a material weakness,

based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013 and as a result, we did not

maintain effective internal control over financial reporting as of December 31, 2023.

2024, we do not have sufficient internal controls over financial reporting and procedures to ensure that all the information

required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

The following material weaknesses

identified as of December 31, 2023 and continued to exist as of December 31, 2024.

These material weaknesses will not be considered to

be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through

testing, that these controls are operating effectively.

Material Weaknesses

· Ineffective design and implementation over Information Technology General Controls (“ITGCs”)

· The Company does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a

timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory.

· The Company did not maintain adequate controls relating to documentation of the review and approval of reconciliations and other

schedules prepared internally to be included or disclosed in the financial statements.

Many of our reports and reconciliations are performed

in Excel spreadsheets, and we did not adequately validate the segregation of duties between the preparer and the approver with a signature

and time stamp.

· Appropriate segregation of duties that would adequately restrict user

access and ensure adequate review of transactions.

Because we are a small company, many employees have multiple job responsibilities,

and during the implementation in Q4, the access was allowed for employees to access necessary tasks.

As we move forward into 2025, we

will assign access to ensure the proper segregation of duties.

Additionally, we need to ensure the employees are adequately trained and

able to resolve issues timely.

The Company needs to establish appropriate procedures for change management to ensure changes to the system

are formally approved, properly restricted to appropriate personnel, and adequately tested.

· The Company did not maintain sufficient controls related to Beam Europe

· The Company did not complete a Sarbanes-Oxley (SOX) Section 404A assessment

Remediation Efforts

To address the material weaknesses described above,

we have undertaken an action plan to strengthen internal controls and procedures including:

· Establishing policies and procedures in the information technology area to mitigate internal controls

· The Company implemented NetSuite ERP system to automate operations and accounting for the San Diego and

Chicago locations, we continue to implement additional configuration to utilize the internal controls features of the system fully;

· Implemented a manual process for completing an allocation of labor and overhead to our products on a timely

· Implemented a reconciliation and approval process that was active throughout 2024;

· Began to assign access to ensure the proper segregation of duties, despite being a small company where

many employees have multiple responsibilities.

currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material

weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.

These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient

period of time and management has concluded, through testing, that these controls are operating effectively.

No Attestation Report by Independent Registered

3 unchanged sentences

Changes in Internal Controls Over Financial

During the three months ended

December 31, 2023, we implemented NetSuite ERP System for our San Diego and Chicago facilities.

This system provides automated functions

to assist with our inventory, purchasing and materials management processes as well as to simplify our accounting and reporting requirements.

During the quarter ended December

31, 2024, the Company actively engaged in remediation efforts to address the previously identified material weaknesses in its internal

control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over

financial reporting.

During the quarter ended December 31, 2024, we improved our accounting processes and documentation, introduced new

accounting procedures, and provided training to our accounting personnel.

Except for the remediation efforts described above, there have

been no significant changes in our internal control over financial reporting during the last period covered by this report that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

the year ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of

Regulation S-K.

the three months and the year ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

At Market Issuance Sales Agreement

On April 11, 2025, we entered into an At Market

Issuance Sales Agreement (the “Sales Agreement”) with B.

Riley Securities, Inc.

Riley”), pursuant to which

we may issue and sell shares of our common stock having an aggregate offering price of up to $8 million from time to time, at our option,

Riley as our sales agent, subject to certain terms and conditions.

Upon our delivery and B.

Riley’s acceptance of a placement

Riley will use commercially reasonable efforts to sell shares, consistent with its normal trading and sales practices, in transactions

deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means

of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by B.

Riley and us.

also sell the shares of common stock in negotiated transactions, subject to our prior approval.

Any shares sold will be sold pursuant

to our effective shelf registration statement on Form S-3 (File No.

333-272396), as supplemented by a prospectus supplement dated

April 11, 2025.

We will pay B.

Riley a commission of up to 3.0% of the gross proceeds of the sale of any shares sold through B.

To date, no shares have been sold under the Sales Agreement.

We are not obligated to make any sales under the Sales Agreement and no assurance

can be given that we will sell any shares under the Sales Agreement, or, if we do, as to the price or amount of shares that we will sell,

or the dates on which any such sales will take place.

We have provided B.

Riley with customary indemnification rights.

The foregoing description

of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of

which is filed as Exhibit 10 to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by

Item 10 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end

or will be included in an amendment to this Form 10-K.

The following table sets forth

information about our directors and executive officers as of December 31, 2024:

Desmond Wheatley

President, Chief Executive Officer, and Chairman of the Board of Directors

Chief Financial Officer

Chief Operating Officer

Anthony Posawatz

George Syllantavos

Below is a summary of the business experience

of each of our executive officers and directors:

Desmond Wheatley

has served as our president, chief operating officer, and secretary since September 2010.

Wheatley was appointed chief executive officer

and director in August 2011, and he became the chair of our board of directors in December 2016.

He is an inventor of the EV ARC™,

BeamTrak™, UAV ARC™ and EV Standard™.

Wheatley has two decades of senior international management experience in

technology systems integration, energy management, communications and renewable energy.

Prior to joining Beam Global, Mr.

a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC,

a Dubai based alternative energy and technology systems integration company from 2007 to 2009.

From 2000 to 2007, Mr.

Wheatley held a

variety of senior management positions at San Diego-based Kratos Defense and Security Solutions, formally known as Wireless Facilities,

with the last five years as president of ENS (Enterprise Network Solutions, a division of Wireless Facilities Inc (NASDAQ:

WFII now KTOS)),

then the largest independent security and energy management systems integrator in the United States.

Prior to forming ENS in 2002, Mr.

Wheatley held senior management positions in the cellular and broadband wireless industries, deploying infrastructure and lobbying in

Washington DC on behalf of major wireless service providers.

Wheatley’s teams led turnkey deployments of thousands of cellular

sites and designed and deployed broadband wireless networks in many MTAs across the United States.

Wheatley has founded, funded, and

operated four profitable start-up companies and was previously engaged in merger and acquisition activities.

Wheatley evaluated acquisition

opportunities, conducted due diligence and raised commitments of $500 million in debt and equity.

Lisa Potok has

served as our chief financial officer since December 2023.

Potok served as chief financial officer, treasurer, and secretary of Nice

North America LLC from 2022 to 2023.

Prior to that, Ms.

Potok held positions as the vice president of global finance, investor relations

and M&A for Newegg Inc.

NEGG) during 2021, vice president of global finance at Club Demonstration Services, (NASDAQ:

from 2019 to 2020, a product demonstration company, and vice president of finance/divisional chief financial officer at FTD, Inc.’s

Provide Commerce division (NASDAQ:

FTD) from 2016 to 2019 .

Potok is a CPA and holds a Bachelor of Arts in Accounting from Hillsdale

College, and a Master of Business Administration from The Paul Merage School of Business at the University of California.

Mark Myers has

served as our Chief Operating Officer since January 2024.

Prior to joining Beam Global, Mr.

Myers was the Senior Director of Operations

of Bilstein of America, a wholly owned subsidiary of thyssenkrupp (traded on Frankfurt Stock Exchange:

TKA) from 2021 to 2024, leading

manufacturing, supply chain, distribution, and quality for high-quality aftermarket shock absorbers and suspension systems.

Prior to that,

he was the Director of Manufacturing Operations for General Atomics Electromagnetic Systems from 2010 to 2021, a Management Consultant

at McKinsey & Co.

from 2007 to 2010 and served as a Nuclear Navy Officer for the United States Navy from 1998 - 2006.

a Master of Science in Executive Leadership from the University of San Diego, Master of Science in Engineering Management from Old Dominion

University and a Bachelor of Science in Naval Architecture and Marine Engineering from the Webb Institute.

Anthony Posawatz

has served as a director of the Company since February 2016.

He currently serves on our lead director and is a member of Compensation,

Nominating and Governance and Equity Oversight Committees.

Posawatz has been an automotive industry professional for over 40 years

and over 30 years in an executive capacity.

He currently serves as CEO of Fermata Energy and of his consulting advisory firm, Invictus

He has previously served as the president, chief executive officer, and a director of Fisker Automotive from August 2012 to

Posawatz worked for General Motors (“GM”) for more than 30 years.

As GM’s vehicle line director for

the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from concept

to production launch in 2010.

He currently serves on the boards of Zapp EV (NASDAQ:

ZAPP), Nanoramic Laboratories and Fermata Energy.

Posawatz is a licensed professional engineer (P.

E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State

University where he earned a Bachelor of Science degree in Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School

of Business where he earned a Master of Business Administration degree.

has served as director of the Company since December 2023.

She currently serves on our Audit, Compensation, Nominating and Governance

and Equity Oversight Committees.

Krandel currently serves as the CFO of Nephros, Inc (NASDAQ:

since November 2023.

served as the Chief Financial Officer of Recruiter.com Group, Inc.

RCRT) from June 2020 to September 2023.

From November 2016

until December 2019, she served as Chief Financial Officer, and then Senior Business Development Consultant for PeerStream, Inc.

March 2012 until November 2016, Mrs.

Krandel was the Portfolio Manager for Juniper Investment Company, a small-cap hedge fund.

spent the early part of her career as an equity analyst and portfolio manager focusing on small-cap public equities.

In the past, she

had served on the board of directors of Lincoln First Bancorp, Snap Interactive (NASDAQ:

PALT) and Cynergistek in the digital media and

healthcare cybersecurity industries.

She is a graduate of the Wharton School of Business of the University of Pennsylvania with a degree

in finance and the Booth School of Business of the University of Chicago with an MBA in finance and accounting.

George Syllantavos

has served as director of the Company since December 2023.

He currently serves on our Audit, Compensation, Nominating and Governance and

Equity Oversight Committees.

My Syllantavos has served as the Founder, Co-CEO and CFO of Stellar V Capital Inc.

since September 2022.

Syllantavos is a member of the Board of Directors, member and chairman of the Audit Committee, member of the Compensation Committee,

and member of the Nominating Committee of Cepton Inc.

CPTN) since February 2022, and Non-Executive Director of SevenSeas Investment

Fund since March 2019, Founder and Managing Director of Nautilus Energy Management since February 2013.

Previously, Mr.

Syllantavos was

the Founder, co-CEO and CFO of Growth Capital Acquisition Corp.

GCAC) from May 2020 to February 2022, has served as a board member

and the Chair of the audit committee of ITHAX Acquisition Corp.

ITHX) February 2021 to July 2022 and has served as a board member

of Phunware Inc.

PHUN) from December 2018 to December 2021.

Syllantavos holds a bachelor’s degree in industrial engineering

from Roosevelt University in Chicago, IL and a Masters of Business Administration in Operations Management, International Finance and

Transportation Management from the Kellogg Graduate School at Northwestern University, in Evanston, IL.

Each executive officer serves

at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or

her earlier resignation or removal.

There are no family relationships among any of our directors or executive officers.

Director Experience, Qualifications, Attributes

We believe that the backgrounds and qualifications

of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill

its responsibilities.

We believe that our Board is composed of a group of leaders in their respective fields.

All of the current directors

have executive experience at public companies, as well as experience serving on other companies’ boards, which provides an understanding

of different business processes, challenges and strategies facing other companies.

Further, our directors also have other experiences

that make them valuable members and provides insight into issues relevant to the Company.

following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the

Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals are qualified to serve on

Wheatley provides leadership and industry experience to the Board of Directors gained by being our chief executive officer since August

2011 and president since September 2010.

Wheatley has held numerous executive positions in international organizations including five

years as president of a publicly traded technology and energy management company.

Wheatley was the founding member of an international

consulting company with expertise in the renewable and energy sectors.

He has held various executive level positions in multiple infrastructure

deployment companies and has been involved in energy management and renewables since 2002.

Wheatley also provides the Board of Directors

with significant corporate finance experience.

provides leadership and industry experience to the Board of Directors gained by being the chief executive officer of several companies

and leading the development of several electric vehicle products including GM’s Chevrolet Volt.

Krandel provides leadership and industry

experience to the Board of Directors gained by executive level and board of director positions at other NASDAQ companies.

Krandel’s experience in investment management provides the company with additional expertise in capital markets and investor

provides leadership and industry experience to the Board of Directors gained by serving as a chief executive officer and chief financial

officer of a number of public and private companies in the fields of transportation, logistics, infrastructure and technology.

also brings on experience in transactions and mergers and acquisitions through his service in such executive positions and also contributes

his corporate governance experience pursuant to his service on the Board of a number of public companies.

Director Independence

Our Board of Directors currently

consists of four directors.

Three of our directors are “independent” as defined in Rule 4200 of FINRA’s listing standards

and the NASDAQ Capital Market criteria.

In accordance with the standards of the NASDAQ Capital Market, these directors are considered

“independent” because they are not employees or executive officers of the Company and have not been paid more than $120,000

of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period

during the past three years.

Furthermore, they have no family members being paid compensation by the Company, and they do not serve as

directors or officers of any companies that conduct business with the Company as outside vendors or service providers.

We plan to appoint

additional independent directors to our board of directors in the future.

Board Leadership Structure and Role in Risk Oversight

of Directors focuses on the most significant risks facing us and our general risk management strategy and also ensuring that risks undertaken

by us are consistent with the Board’s appetite for risk.

While the Board oversees our company’s risk management, management

is responsible for day-to-day risk management processes.

We believe this division of responsibilities is the most effective approach

for addressing the risks facing us and that our Board leadership structure supports this approach.

Board Diversity

The following matrix discloses, as of December

31, 2024, the gender and demographic backgrounds of our Board as self-identified by its members in accordance with Nasdaq Listing Rule

BOARD DIVERSITY MATRIX AS OF DECEMBER 31, 2024

Total Number of Directors

Demographic Background

Board Committees

of Directors currently has an audit committee, a compensation committee, a nominating and governance committee and an equity oversight

The composition and responsibilities of each of the committees of our Board of Directors are described below.

Members serve

on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee .

Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman of the

Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Judy Krandel is the Chairman

of the Audit Committee and our Audit Committee financial expert, and George Syllantavos and Anthony Posawatz are the other members of

the Audit Committee.

The Audit Committee's duties are to recommend to our Board of Directors the engagement of an independent registered

public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles.

Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors

and independent public accountants, including their recommendations to improve the system of accounting and internal controls.

Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship

that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated

financial statements and generally accepted accounting principles.

The charter of the Audit Committee is available on our website at www.beamforall.com.

Compensation Committee .

The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers

and recommends to the Board stock option grants for our executive officers.

George Syllantavos is the Chairman of the Compensation Committee,

and Anthony Posawatz and Judy Krandel and are the other directors who are members of the Compensation Committee.

Each of the members is

independent under NASDAQ’s independence standards for compensation committee members.

Our chief executive officer often makes recommendations

to the Compensation Committee and the Board concerning the compensation of other executive officers.

The Compensation Committee seeks

input on certain compensation policies from the chief executive officer.

The charter of the Compensation Committee is available on our

website at www.beamforall.com.

Nominating and Governance

The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company

and the nomination of members of the Board and committees thereof.

Anthony Posawatz is the Chairman of the Nominating and Governance Committee,

and George Syllantavos and Judy Krandel are the other director members of the Committee.

Each of the members is independent under NASDAQ’s

independence standards.

The charter of the Nominating and Governance Committee is available on our website at www.beamforall.com.

Equity Oversight Committee .

The Equity Oversight Committee is responsible for matters related to the offering of securities of the Company.

Anthony Posawatz, George

Syllantavos, and Judy Krandel are members of the Equity Oversight Committee.

Board Meetings and Director Communications

In 2024, the Board of Directors held 3 meetings

and each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the

period for which such person has been a director and (ii) the total number of meetings held by all committees of the Board of Directors

on which such person served during the periods that he or she served as a director.

Although we have no formal policy regarding director

attendance at annual meetings of stockholders, we encourage all directors to attend such meetings.

Stockholders and other interested parties may

communicate with the non-management members of the Board of Directors by mail sent to the Company’s Corporate Secretary, addressed

to the intended recipient and care of the Corporate Secretary.

The Corporate Secretary will review all incoming stockholder communications

(except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route

such communications as appropriate to member(s) of the Board of Directors.

For a more detailed description of stockholder communications,

see “Communications with Our Board of Directors.”

Considerations in Evaluating Director

Our nominating

and governance committee uses a variety of methods for identifying and evaluating director nominees.

In its evaluation of director candidates,

our nominating and governance committee will consider the current size and composition of our Board of Directors and the needs of our

Board of Directors and the respective committees of our Board of Directors.

Some of the qualifications that our nominating and governance

committee considers include, without limitation:

issues of character, integrity, and judgment;

independence;

diversity, including diversity

of experience;

experience in corporate management, operations, finance, business development, and mergers and acquisitions;

relevant to the Company’s industry;

experience as a board member or executive officer of another publicly held company;

and any other relevant qualifications, attributes, or skills.

Nominees also must have the ability to offer advice and guidance

to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and should be leaders in the

companies or institutions with which they are affiliated.

Director candidates must have sufficient time available in the judgment of

our nominating and governance committee to perform all Board of Directors’ responsibilities and responsibilities of those committees

on which they serve.

of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings.

Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee

may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders.

of our nominating and governance committee is to consider properly submitted stockholder recommendations for candidates for membership

on the Board.

In evaluating such recommendations, the nominating and governance committee will address the membership criteria set forth

After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full

Board of Directors the director nominees for selection.

our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should

be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences.

In making determinations

regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints.

Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee

Code of Business Conduct and Ethics

adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief

Executive Officer, Chief Financial Officer and other executive and senior financial officers.

A copy of our Code of Business Conduct

and Ethics is available in the Investors Relations section of our website at beamforall.com under “Governance Documents.”

Board Leadership Structure

has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board

or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee.

believes it is appropriate to retain discretion and flexibility to make these determinations from time to time as needed to provide appropriate

leadership for the Company.

At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer,

along with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this

The combined role fosters open communication between the Board and management team, provides both groups with unified leadership

and promotes efficient development and execution of the Company’s strategic plan.

The board appointed Anthony Posawatz as its lead

independent director on April 16, 2021.

The independent

directors meet as frequently as they desire, but at least once per year, in an executive session.

Board’s Role in Risk Oversight

to the responsibilities performed by our audit committee, the Board of Directors plays an active role in overseeing management of the

Company’s risks.

The Board of Directors focuses on the most significant operational risks facing our Company related to our business,

assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related

Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate

for the Company and the achievement of its business objectives and strategies.

The Board of Directors recognizes that risk management

and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically.

The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management.

Non-Employee Director Compensation

The following table summarizes compensation paid

to our non-employee directors during the year ended December 31, 2024.

Directors who are also our employees receive no additional compensation

for their service as a director.

During the year ended December 31, 2024, Mr.

Wheatley, our current President and Chief Executive Officer,

was an employee.

Compensation for Mr.

Wheatley is discussed in “Executive Compensation.”

Fees Earned or Paid in Cash (1)

Restricted Stock

Anthony Posawatz

Peter Davidson

George Syllantavos

Represents the cash quarterly

retainer and the meeting attendance fees earned by the non-employee directors.

Non-Employee Director Compensation Policy

Cash Compensation

Each non-employee director received a quarterly

cash retainer of $15,000 for serving on our Board of Directors.

The retainer is payable in arrears, subject to such director’s continued

service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter.

In addition, each non-employee director receives an additional amount based on the committee position held per quarter as follows:

$10,000 lead director (ii) $5,000 audit chair (iii) $3,750 compensation chair and (iv) $2,500 nominating and governance chair.

All directors are reimbursed for reasonable expenses

incurred in connection with attendance at board or committee meetings.

Equity Compensation

In January of each year, each

non-employee director are granted a certain number of shares of restricted common stock equal to $125,000 divided by the average daily

closing price of our common stock for the preceding month and rounded up to the nearest 100.

The restricted common stock vests quarterly

in four (4) equal installments.

Insider Trading Policy

We have adopted an Insider

Trading Policy (the “Insider Trading Policy”) containing policies and procedures governing the purchase, sale and/or other

dispositions of our securities by Company Insiders (including officers and directors as well as certain other employees identified pursuant

to the Insider Trading Policy), or by us.

Such policies and procedures are reasonably designed to promote compliance with insider trading

laws, rules and regulations, and any listing standards applicable to us.

A copy of our Insider Trading Policy is filed as an Exhibit to

this annual report on Form 10-K.

In addition, it is our practice to comply with applicable laws and regulations relating to insider trading.

Delinquent Section 16(a) Reports

Section 16(a)

of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes

in ownership with the SEC.

Based upon a review of filings with the SEC and/or written representations that no other reports were required,

we believe, except as set forth below, that all reports for the Company’s officers and directors that were required to be filed

under Section 16 of the Exchange Act were timely filed in 2024:

· Form 3 reporting the initial securities ownership of Mark Myers for shares granted in January 2024.

· Form 4 reporting stock award granted to Mark Myers in January 2024.

EXECUTIVE COMPENSATION.

The information required by

Item 11 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end,

or will be included in an amendment to this Form 10-K.

The following table sets forth

all compensation awarded, earned or paid for services rendered in all capacities to the Company during the years ended December 31, 2024

and 2023 to (i) each person who served as the Company’s chief executive officer during fiscal 2024, (ii) the two most highly

compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal 2024 and whose

total compensation for such year exceeded $100,000, and (iii) up to two additional individuals for whom disclosures would have been provided

in this table but for the fact that such persons were not serving as executive officers as of the end of 2024 (sometimes referred to collectively

as the “Named Executive Officers”).

Name and Principal Position

Deferred Compensation

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan

Compensation ($)

All Other Compensation

Desmond Wheatley

President and Chief

Executive Officer

Chief Financial Officer

Chief Operating Officer

Sandra Peterson

VP of Sales and Marketing

Officers as a Group

Wheatley’s all other compensation reflects RSA’s and RSU’s vested.

Peterson’s all other compensation reflects commission income.

Peterson resigned from the company as of December 31, 2024.

Executive Employment Arrangements

Desmond Wheatley.

9, 2021, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Desmond Wheatley,

the Company’s president and Chief Executive Officer.

The Employment Agreement amends and restates Mr.

Wheatley’s prior employment

agreement effective as of January 1, 2016, and as amended on July 24, 2018.

The Employment Agreement is on substantially the same terms

and conditions as Mr.

Wheatley’s prior employment agreement and extends the term of the Employment Agreement to December 31, 2025.

Pursuant to the Employment Agreement, on April 1, 2021, the Company granted Mr.

Wheatley 2,806 shares of restricted common stock.

percent of the shares of restricted common stock vest in three (3) equal quarterly installments at the end of each calendar quarter following

the grant date.

The remaining fifty percent of the restricted stock vest in eleven (11) equal amounts at the end of each calendar quarter

following the grant date.

In addition, on January 1, 2022, the Company granted Mr.

Wheatley 7,436 shares of restricted common stock equal

to $150,000 based on the closing price of the Company’s common stock on such date.

Fifty percent of the shares of restricted stock

vest in four (4) equal quarterly installments at the end of each calendar quarter following the grant date.

The remaining fifty percent

of the restricted stock vest in twelve (12) equal amounts at the end of each calendar quarter following the grant date.

On November 10, 2022, the

Board approved a stock grant under the Company’s 2021 Equity Incentive Plan, consisting of (i) a one-time grant of 142,500 restricted

stock units (“RSUs”) and (ii) a target number of 142,500 performance restricted stock units (“PRSUs”) to further

incentivize and align Mr.

Wheatley’s interest with the Company.

For the RSUs, 50% vested upon the grant date, 25% will vest on February

1, 2024 and 25% will vest on February 1, 2025.

The PRSUs are tied to three year revenue and gross margin goals for the company and will

vest upon determination of performance by the Compensation Committee during January or February 2025.

On December 15, 2022, the Board

approved an increase in Mr.

Wheatley’s annual cash compensation from $300,000 to $400,000 and his target bonus was increased from

25% to 100% of his base pay effective January 1, 2022.

Company’s Chief Financial Officer, and the Company agreed to an offer letter dated November 10, 2023, whereby the Company agreed

Potok an annual salary of $310,000 per year.

Potok is eligible for an annual bonus up to 50% of her base salary subject

to performance metrics established by the Company.

Potok’s appointment as its Chief Financial Officer, the Company also

Potok an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price equal to $5.50 which

vests over a four-year period.

Sandra Peterson.

the Company’s former VP of Sales and Marketing, and the Company agreed to an offer letter dated December 16, 2019 whereby the Company

agreed to pay Ms.

Peterson an annual salary of $195,000 per year.

Peterson is eligible for an annual bonus up to 20% of her base salary

subject to performance metrics established by the Company as well as commission compensation equal to one half percent of the total, or

portion of the total sales price actually received by the Company of any sale of our products after achieving an annual target of $10,000,000

Peterson’s appointment, the Company also granted Ms.

Peterson an option to purchase up to 49,104 shares of

the Company’s common stock at an exercise price equal to $4.57 which vested over a four-year period.

The Company additionally granted

Peterson 50,000 shares of the Company’s common stock on Jan 2, 2024, at an exercise price equal to $6.31 which vests over a

four-year period.

Peterson resigned from the Company effective as of December 31, 2025.

Company’s Chief Operating Officer, and the Company agreed to an offer letter dated December 19, 2023, whereby the Company agreed

Myers an annual salary of $250,000 per year.

Myers was eligible for an annual bonus up to 50% of his base salary subject

to performance metrics established by the Company.

Myers’s appointment as its Chief Operating Officer, the Company also

Myers an option to purchase up to 50,000 shares of the Company’s common stock at an exercise price equal to $5.90 which

vests over a four-year period.

Severance and Change in Control Agreements

Wheatley’s employment agreement with

the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons other than

mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement.

On February 9, 2021, the Board

adopted a Change in Control Severance Benefit Plan.

The Plan provides severance benefits to eligible participants upon selected terminations

of service in connection with a change of control of the Company.

The Plan provides that upon termination of service of a participant

by voluntary resignation of employment by the participant for good reason (which good reason occurred within the three (3) months prior

to or twelve (12) months following the effective date of a change of control), or by the Company without cause, and the satisfaction of

certain other requirements, the participant may receive certain (i) cash severance payments;

(ii) bonus severance payments;

insurance premium payments;

or (iv) acceleration of vesting of outstanding options or other equity awards as provided in the Plan.

Company’s Chief Financial Officer, Lisa Potok, the Company’s VP of Sales and Marketing, and the Company’s Chief Operating

Officer, Mark Myers, are participants under the Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets

forth information regarding outstanding stock options held by our named executive officers as of December 31, 2024.

Option Awards

Name and Principal Position

Number of securities underlying unexercised options (#) exercisable (1)

Number of securities underlying unexercised options (#) unexercisable

Option exercise price ($)

Option expiration date

Desmond Wheatley

President and Chief Executive Officer

Chief Financial Officer

Chief Operations Officer

Sandra Peterson

VP of Sales and Marketing

Stock options to purchase our common stock were granted pursuant to our 2021 Stock Incentive Plan except for Ms.

Peterson’s grant of 49,104 options and Mr.

Wheatley’s grant of 87,000 options, which was granted pursuant to our 2011 Equity Incentive Plan.

1,563 of these stock options vest monthly and will be fully vested on November 30, 2027.

1,042 of these stock options vest monthly and will be fully vested on December 31, 2027.

Peterson resigned from the company as of December 31, 2024 and her stock options expire on 12/31/2025.

Equity Benefit and Stock Plans

Stock Incentive Plan

On August 10, 2011, in order to provide an incentive

to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a

sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company adopted

the 2011 Stock Incentive Plan (the "2011 Plan"), pursuant to which 600,000 shares plus annual increases as provided in the 2011

Plan for a total of 30,000 shares as of December 31, 2019, were reserved for issuance as awards to employees, directors, consultants and

other service providers.

Under the 2011 Plan, we were authorized to issue incentive stock options intended to qualify under Section 422

of the Code and non-qualified stock options.

The 2011 Plan is administered by our Board of Directors until such time as such authority

has been delegated to a committee of the Board of Directors.

The 2011 Plan was ratified by our shareholders in 2012 and expired in 2021.

On June 9, 2021, the Company’s stockholders

approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s

common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to

the 630,000 shares previously reserved under the Beam Global 2011 Stock Incentive Plan.

The number of shares reserved for issuance under

the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate

number of outstanding shares of the Company’s common stock as of the preceding December 31, or a lesser number as may be determined

by our board of directors or compensation committee.

We provide the following discussion of the

timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K.

Equity awards are discretionary, and our Compensation Committee did not take material nonpublic information into account when determining

the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the

purpose of affecting the value of executive compensation.

Incentive Plan Awards

From January 1, 2024 through

December 31, 2024, the Company granted a total of 358,700 stock options under the 2021 Plan, which were granted to 76 of its employees.

The following table sets forth

certain information regarding our 2011 and 2021 Plan as of December 31, 2024:

Number of Securities to be issued upon exercise of outstanding stock options

Weighted-average exercise price of outstanding stock options

Number of securities remaining available for future issuance under equity compensation plans

Limitation of Liability and Indemnification

Under Nevada General Corporation

Law and our articles of incorporation, our directors and officers will have no personal liability to us or our stockholders for monetary

damages incurred as the result of the breach or alleged breach by a director or officer of his “duty of care.” This provision

does not eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional misconduct or a

knowing violation of law or (ii) the payment of dividend in violation of Section 78.300 of the Nevada Revised Statutes.

This provision

would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our articles of

incorporation is to eliminate the rights of Beam Global and our stockholders (through stockholder’s derivative suits on behalf of

Beam Global) to recover monetary damages against a director or officer for breach of his fiduciary duty of care (including breaches resulting

from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (ii) above.

This provision does

not limit or eliminate the rights of Beam Global or any stockholder to seek non-monetary relief such as an injunction or rescission in

the event of a breach of a director’s or officer’s duty of care.

Nevada General Corporation Law grants corporations the right

to indemnify their directors, officers, employees and agents in accordance with applicable law.

Our bylaws provide for indemnification

of such persons to the full extent allowable under applicable law.

These provisions will not alter the liability of the directors under

federal securities laws.

We intend to enter into agreements to indemnify

our directors and officers, in addition to the indemnification provided for in our bylaws.

These agreements, among other things, indemnify

our directors and officers for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts incurred by

any such person in any action or proceeding, including any action by or in the right of Beam Global, arising out of such person’s

services as a director or officer of Beam Global, any subsidiary of Beam Global or any other company or enterprise to which the person

provides services at the request of Beam Global.

We believe that these provisions and agreements are necessary to attract and retain qualified

directors and officers.

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted to directors, officers, or persons controlling Beam Global pursuant to the foregoing provisions,

Beam Global has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by

Item 12 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end,

or will be included in an amendment to this Form 10-K.

The following table sets

forth information regarding beneficial ownership of our common stock as of March 28, 2025 by:

(1) each person or group of affiliated persons known by us to be the

beneficial owner of more than 5% of our common stock;

(2) each of our named executive officers;

(3) each of our directors;

(4) all of our executive officers and directors as a group.

We have determined beneficial

ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other

Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment

power with respect to all shares that they beneficially own, subject to community property laws where applicable.

To our knowledge, no

person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the

close of business on March 28, 2025.

Under SEC rules, the calculation

of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both

outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that

person that are currently exercisable or exercisable within 60 days of March 28, 2025.

Shares subject to those options or warrants for

a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock on 15,043,048 shares of our common stock outstanding as of March 28, 2025.

Unless otherwise indicated,

the address of each beneficial owner listed in the table below is c/o Beam Global, 5660 Eastgate Drive, San Diego, California 92121.

Name of Beneficial Owner

Number of Shares Beneficially Owned

Percent of Shares Outstanding

Named Executive Officers, Directors and Director Nominees:

Desmond Wheatley (1)

Lisa Potok (2)

Sandra Peterson (3)

Mark Myers (4)

Anthony Posawatz (5)

Peter Davidson (6)

Judith Krandel (7)

George Syllantavos (8)

All current executive officers and directors as a group (8 persons) (9)

5% Stockholders:

Represents beneficial ownership of less than 1%

of the outstanding shares of our common stock.

Wheatley is our President, Chief Executive Officer and Chairman of our Board of Directors.

His beneficial ownership consists of 87,000 shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025.

Potok is our Chief Financial Officer.

Her beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025.

Peterson was our VP of Sales and Marketing.

Her beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable by December 31, 2025.

Peterson resigned from the company as of December 31, 2024.

Myers is our Chief Operating Officer.

His beneficial ownership consists of shares of common stock issuable pursuant to stock options exercisable within 60 days after March 28, 2025.

Posawatz serves as a member of our Board of Directors.

His beneficial ownership consists of 130,534 shares that have been issued pursuant to RSAs.

Davidson serves as a member of our Board of Directors.

His beneficial ownership consists of 63,190 shares that have been issued pursuant to RSAs.

Krandel serves as a member of our Board of Directors.

Her beneficial ownership consists of 61,442 shares that have been issued pursuant to RSAs.

Syllantavos serves as a member of our Board of Directors.

His beneficial ownership consists of 61,206 shares that have been issued pursuant to RSAs.

Beneficial ownership consists of 132,834 shares of common stock subject

to options exercisable within 60 days of March 28, 2025, in each case beneficially owned by our current executive officers and directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by

Item 13 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end,

or will be included in an amendment to this Form 10-K.

In addition to the director and executive officer compensation arrangements

and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive

Compensation,” since January 1, 2022, we have not been a party to any transactions in which the amount involved exceeded

or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock,

or entities affiliated with them, had or will have a direct or indirect material interest, other than compensation described above in

“Non-Employee Director Compensation” and “EXECUTIVE COMPENSATION”.

Policies and Procedures for Related Party Transactions

Our audit committee charter

states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction

between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed or will exceed the lesser of

(i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which a related

person has or will have a direct or indirect interest.

Our audit committee has adopted policies and procedures for review of, and standards

for approval of, such a related party transaction.

For purposes of these policies and procedures, a related person is defined as an executive

officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% our

common stock, in each case since the beginning of the most recently completed year.

Prior to the creation of our audit committee, our

full Board of Directors reviewed related party transactions, with any directors abstaining from matters in which the director had an interest.

It is our intention to ensure that all future transactions

between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board

of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by

Item 14 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end,

or will be included in an amendment to this Form 10-K.

The following table sets forth

all fees accrued or paid for audit and tax fees for the years ended December 31, 2024, and 2023:

Year Ended December 31,

Audit Fees (1)

Audit Related Fees (2)

All Other Fees

(1) Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated

financial statements, including audited financial statements and services that are normally provided by the independent registered public

accountants in connection with statutory and regulatory filings or engagements for those fiscal years.

(2) Audit Related Fees consist of professional services related to issuance

of consent letters.

Pre-approval Policy .

Under our audit

committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is

required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in

order to ensure that the provision of such services does not impair the public accountants’ independence.

In the years ended

December 31, 2024 and 2023, all fees identified above under the captions “Audit Fees,” and “All Other Fees”

that were billed and were approved by the audit committee in accordance with SEC requirements.

In the year ended December 31,

2024, there were no other professional services provided by Marcum LLP, other than those listed above, that would have required our audit

committee to consider their compatibility with maintaining the independence of Marcum LLP.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

6 unchanged sentences

Incorporated by Reference

Purchase Agreement By and Between Beam Global and All Cell Technologies, LLC dated February 16, 2022

Exhibit Description

Asset Purchase Agreement By and Between Beam Global and All Cell Technologies, LLC dated February 16, 2022

Share Sale and Purchase Agreement dated October 6, 2023

of Incorporation

to Articles of Incorporation dated December 23, 2016

of Change to Articles of Incorporation dated April 11, 2019

of Amendment to Articles of Incorporation dated September 14, 2020

Amendment to Share Sale and Purchase Agreement dated February 16, 2024

Share Sale and Purchase Agreement dated August 30, 2024

Articles of Incorporation

Amendment to Articles of Incorporation dated December 23, 2016

Certificate of Change to Articles of Incorporation dated April 11, 2019

Certificate of Amendment to Articles of Incorporation dated September 14, 2020

Certificate of Amendment to Articles of Incorporation dated July 19, 2021

of Registrant

Certificate of Correction to the Amendment After Issuance of Stock, filed December 15, 2023

Bylaws of Registrant

Amendment to Bylaws

Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

of Investor Warrant

Agency Agreement by and between Envision Solar International, Inc.

Form of Investor Warrant

Warrant Agency Agreement by and between Envision Solar International, Inc.

and Corporate Stock Transfer, Inc.

of Representative Warrant

of Warrant issued to bridge lender on August 27, 2018

of Warrant for Bridge Refinance Convertible Secured Promissory Note

Form of Representative Warrant

Form of Warrant issued to bridge lender on August 27, 2018

Form of Warrant for Bridge Refinance Convertible Secured Promissory Note

Opinion of Weintraub Tobin Chediak Coleman Grodin

2011 Stock Incentive Plan of Envision Solar International, Inc., dated as of August 10, 2011

of Restricted Stock Agreement

of Stock Option Agreement

Agreement -Purchase Order Financing, dated September 18, 2017

Agreement – Convertible Secured Promissory Note, dated September 18, 2017

Note for bridge loan, dated August 27, 2018

Purchase Agreement for the bridge loan, dated August 27, 2018

Note for Deferred Compensation of Desmond Wheatley, dated effective January 15, 2016

to Promissory Note with SFE VCF, LLC, dated December 1, 2018

letter to Katherine H.

McDermott, dated July 12, 2019

in Control Severance Benefit Plan

Agreement – 5660 Eastgate Dr.

Form of Restricted Stock Agreement

Form of Stock Option Agreement

Change in Control Severance Benefit Plan

Lease Agreement – 5660 Eastgate Dr.

2021 Beam Global Equity Incentive Plan

Stock Purchase Agreement

Rights Agreement

Stock Unit Award Agreement

Common Stock Purchase Agreement

Registration Rights Agreement

Restricted Stock Unit Award Agreement

Performance Stock Unit Award Agreement

Binding Letter of Intent Agreement dated June 12, 2023

Offer Letter to Lisa Potok dated November 15, 2023

Offer Letter to Mark Myers dated December 19, 2023

Departure of VP of Sales Sandra Peterson Dated October 1, 2024

Amended and Restated Lease Agreement dated February 1, 2024

Consulting agreement with Kathy McDermott

At Market Issuance Sales Agreement with B.

Riley Securities, Inc.

dated as of April 11, 2025

Beam Global Insider Trading Compliance Policy

List of Subsidiaries of the Registrant

of Independent Registered Public Accounting Firm (Marcum LLP)

Consent of Independent Registered Public Accounting Firm (RSM US LLP)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Consent of Independent Registered Public Accounting Firm (Marcum LLP)

Consent of Weintraub Tobin Chediak Coleman Grodin (included in Exhibit 5.1 )

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Clawback Policy

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