What changed in this filing

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Item 9A. Controls and Procedures

2026-04-16 compared with 2025-03-27 · 843 added, 1319 removed, 743 unchanged (74% of the section changed)

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goals under all potential future conditions.

of December 31, 2024, we conducted an evaluation, under supervision and with the participation of management, including the chief executive

officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant

to Rules 13a-15 and 15d-15 of the Exchange Act.

Based upon that evaluation, our chief executive officer and chief financial officer concluded

that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange

Act Rules 13a-15(f) and 14d-14(f).

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.

even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and

financial statement preparation and presentation.

In addition, projections of any evaluation of effectiveness to future periods are subject

to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures

may deteriorate.

assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

In making the assessment,

management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal

Control-Integrated Framework.

Based on its assessment, management concluded that, as of December 31, 2024, our Company’s internal

control over financial reporting was effective.

of December 31, 2025, we conducted an evaluation, under supervision and with the participation of management, including the chief

executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and

procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act.

Based upon that evaluation, our chief executive officer and

chief financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as

of December 31, 2025.

Annual Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and

15d-15(f) of the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

has conducted, with the participation of our Principal Executive Officer and our Principal Accounting Officer, an assessment, including

testing of the effectiveness, of our internal control over financial reporting as of Evaluation Date.

Management’s assessment of

internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework).

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control-Integrated Framework (2013 Framework).

Based on this assessment, Management identified the following three

material weaknesses that have caused management to conclude that, as of December 31, 2025, our disclosure controls and procedures, and

our internal control over financial reporting, were not effective at the reasonable assurance level:

We do not have a formal policy or written procedures for the approval, identification and reporting of related-party transactions.

controls are not adequate to ensure that all material transactions and developments with related parties will be properly identified,

approved and reported.

In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to

have policies and procedures for the identification, approval and reporting of related-party transactions and has concluded that the

control deficiency that resulted represented a material weakness.

We do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

In our assessment of our disclosure controls and

procedures, management evaluated the impact of our failure to have written documentation of our internal controls and procedures and

has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature,

segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible,

the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to have segregation of duties

and has concluded that the control deficiency that resulted represented a material weakness.

address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements

included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods

Accordingly, we believe that the financial statements included in this report are fairly present, in all material respects,

our financial condition, results of operations and cash flows for the periods presented.

of Material Weaknesses

remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm

to assist us in remedying this material weakness once resources become available.

also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order

to segregate duties in a manner that establishes effective internal controls once resources become available.

Limitations on Effectiveness of Controls

management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal

control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated,

can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements

due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

These inherent limitations

include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override

of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become inadequate because

of changes in conditions or deterioration in the degree of compliance with policies or procedures.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially

the fiscal quarter ended December 31, 2025, management identified a material weakness in our internal control over financial reporting,

as further described in Item 9A of this Annual Report.

This material weakness has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

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Our Board of Directors is currently comprised

of seven members, who are elected annually to serve for one year or until their successor is duly elected and qualified, or until their

of five members, who are elected annually to serve for one year or until their successor is duly elected and qualified, or until their

earlier resignation or removal.

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are as follows:

Farkas (Principal Executive Officer and Director)

Farkas is the founder and former Executive Chairman and CEO of Blink Charging Co.

BLNK), and is the founder and, since 1997,

managing director of The Farkas Group, a privately held investment firm.

Farkas has served as our Chief Executive Officer and Executive Chairman since February 2025.

He is the founder and former Executive

Chairman and CEO of Blink Charging Co.

BLNK), and is the founder and, since 1997, managing director of The Farkas Group, a

privately held investment firm.

In addition, Mr.

Farkas was also the Founder, Chairman and Chief

Executive Officer of the Atlas Group, where its subsidiary, Atlas Capital Services, a broker-dealer, successfully raised capital for

numerous public and private clients.

Farkas was also the Founder, Chairman and Chief Executive Officer of the Atlas

Group, where its subsidiary, Atlas Capital Services, a broker-dealer, successfully raised capital for numerous public and private

Over the last 32 years, Mr.

Farkas has established a successful track record as a principal investor

across a variety of industries.

Since 2016, Mr.

Farkas has established a successful track record as a principal investor across a variety of

From 2016 to 2025, Mr.

Farkas has served as CEO and director of Balance Labs Inc (OTC:

Kleiner (Principal Financial Officer, Principal Accounting Officer)

Kleiner has been the Chief Financial Officer of NextNRG since August 2024.

In 2025, he transitioned to chairman of the board.

Kleiner has been the Chief Financial Officer of NextNRG since February 2025.

From October 2021 to December 2022, Mr.

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Analyst at the Government of Israel Ministry of Finance Economic Mission in the US from July 2013 to July 2015 and served as an Accounting

Technician at the Securities and Exchange Commission from January 2013 to June 2013.

Kleiner is a Certified Public Accountant in

the state of New York.

Vaknin (Chief Technology Officer)

has extensive experience in developing startups and rapid growth in the technology market.

Vaknin holds a bachelor’s degree in

computer science from the Hebrew University in Israel.

After serving in the Israeli military, he worked at Intel Technology in Israel,

leading the training team and helping Intel Israel with the production of the Pentium CPU used in many devices today.

This experience

honed his skills in cybersecurity and technology and gave him invaluable experience in the semiconductor industry.

In 2004, Vaknin founded

Telx Technologies, a company specializing in advanced system design, cybersecurity, cloud computing, cloud telecom, and custom software

application programming.

Arbour (Director)

Arbour has over 16 years of experience in building multi-disciplinary high performance work teams and working with board members to ensure

corporate and organizational deliverables are established.

From 2018 to 2022, Mr.

Arbour was the CEO of Shell TapUp, a mobile fueling

company, where he managed other executives and more than 300 employees in cross-functional roles.

Jack Leibler (Director)

Jack Leibler previously served as an adjunct professor at New York University.

Leibler graduated from Yale Law School and

was admitted to the state bar of New York in 1965.

Technician at the SEC from January 2013 to June 2013.

Kleiner is a Certified Public Accountant in the state of New York.

Sarwat has been the CTO of NextNRG since February

Sarwat is also a Professor and Eminent Scholar Chair in Electrical Engineering at Florida International University.

has worked at Florida international university since 2012, starting as an assistant professor.

Sarwat is a globally recognized expert

in smart grids, power systems, and energy resilience.

He serves as Director of the FPL-FIU Solar Research Facility, a flagship collaboration

with Florida Power & Light focused on advancing grid modernization and clean energy deployment.

With more than 15 years of academic

and industry experience, Dr.

Sarwat has played a leading role in the design and implementation of intelligent energy infrastructure.

Prior to joining FIU, he spent nine years at Siemens, advising large customers on advanced energy technologies, financial analysis, and

large-scale program execution.

Sarwat has led and advised multiple high-profile, U.S.

Department of Energy–funded smart grid

initiatives, among the largest grid modernization programs in the United States.

His work spans AI-driven energy systems, microgrids,

grid cybersecurity, and critical infrastructure protection, bridging advanced research with real-world deployment.

Arbour has served as a member of our Board of Directors since February 2023.

He has over 16 years of experience in building multi-disciplinary

high performance work teams and working with board members to ensure corporate and organizational deliverables are established.

2018 to 2022, Mr.

Arbour was the CEO of Shell TapUp, a mobile fueling company, where he managed other executives and more than 300 employees

in cross-functional roles.

Leibler has served as a Director since A ugust 2023 .

He previously served as an adjunct professor at New York University.

Leibler graduated from Yale Law School and was

admitted to the state bar of New York in 1965.

From 1965 to 1972, Mr.

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Leibler was employed at the Port Authority of New York and New Jersey, where he was involved in several large-scale programs.

Upon retiring

from the Port Authority of New York and New Jersey, Mr.

Leibler began a consulting company, consulting large private interests through

retiring from the Port Authority of New York and New Jersey, Mr.

Leibler began a consulting company, consulting large private

interests through 2013.

Since 2016, Mr.

Leibler has been retired.

Leibler’s term as a member of the Board will continue until its expiration

or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal.

Kurtz (Director)

Kurtz has been the president and chief executive officer of Kurtz Financial Group, a privately held venture capital/investment banking

firm, since July 2001.

Kurtz has been a Director since August 2023.

He has been president and chief executive officer of Kurtz Financial Group, a privately held

venture capital/investment banking firm, since July 2001.

From January 2020 to March 2023, Mr.

Kurtz was the CFO of First Phosphate Corp., he now serves as the chief administrative

Kurtz’s term as a member of the Board will continue until its expiration or renewal at the Company’s next annual

meeting of shareholders or until his earlier resignation or removal.

Oppen (Director)

Oppen has been a managing member of Strategic Exchange Management, LLC since 2002.

Oppen has experience in evaluating international

investment and lending opportunities in small to medium size businesses.

Kurtz was the CFO of First Phosphate Corp.,

he now serves as the chief administrative officer.

Oppen has been a member of our Board of Directors since August 2023.

He has also been a managing member of Strategic Exchange Management,

LLC since 2002.

Oppen has experience in evaluating international investment and lending opportunities in small to medium sized businesses.

Relationships and Other Arrangements

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in Certain Legal Proceedings

our knowledge, during the last ten years, none of our directors or executive officers (including those of our subsidiaries) have:

our knowledge, during the last 10 years, none of our directors or executive officers (including those of our subsidiaries) have:

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at

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or banking activities;

found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, or SEC, or the Commodities

Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,

suspended or vacated;

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization,

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or persons associated with a member.

Leibler, Bennet Kurtz, and Sean Oppen are each “independent” within the meaning of Nasdaq Rule 5605(b)(1).

definition of “independent director” included in the Stock Market Rules includes a series of objective tests, such as that

the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and

does not have an affiliation with an organization that has had specified business dealings with the Company.

Leibler, Kurtz, and Oppen is “independent” within the meaning of Nasdaq Rule 5605(b)(1).

definition of “independent director” included in the Nasdaq rules includes a series of objective tests, such as that the

director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and does

not have an affiliation with an organization that has had specified business dealings with the Company.

Consistent with the Company’s

corporate governance principles, the Board’s determination of independence is made in accordance with the Stock Market Rules, as

the Board has not adopted supplemental independence standards.

As required by the Stock Market Rules, the Board also has made a subjective

determination with respect to each director that such director has no material relationship with the Company (either directly or as a

partner, stockholder or officer of an organization that has a relationship with the Company), even if the director otherwise satisfies

the objective independence tests included in the definition of an “independent director” included in the Stock Market Rules.

corporate governance principles, the Board’s determination of independence is made in accordance with the Nasdaq rules, as the

Board has not adopted supplemental independence standards.

As required by the Nasdaq rules, the Board also has made a subjective determination

with respect to each director that such director has no material relationship with the Company (either directly or as a partner, stockholder

or officer of an organization that has a relationship with the Company), even if the director otherwise satisfies the objective independence

tests included in the definition of an “independent director” in the Nasdaq rules.

facilitate this determination, annually each director completes a questionnaire that provides information about relationships that might

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have a strict policy on whether these roles should be served independently or jointly.

Currently, we do not have anyone service as Chairman

of the Board.

Levy currently serves as our Interim CEO.

do not have a separate Lead Independent Director.

Currently, Mr.

Farkas serves as our Chief Executive

Officer and Executive Chairman.

We do not have a separate Lead Independent Director.

Board’s Role in Risk Oversight

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The Board of Directors has determined that each member of the

Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee meet the independence requirements under the

NASDAQ’s current listing standards and each member is free of any relationship that would interfere with his individual exercise

of independent judgment.

Audit Committee

Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee meet the independence requirements under Nasdaq’s

listing standards and each member is free of any relationship that would interfere with his individual exercise of independent judgment.

Audit Committee assists the Board of Directors in its oversight of the integrity of the Company’s accounting, auditing, and reporting

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and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section be included

in the Company’s Form 10-K and whether the Form 10-K should be filed with the SEC;

and to produce the audit committee report required

to be included in the Company’s proxy statement, (5) to review and discuss with the Company’s independent auditors and management

the Company’s quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” section to be included in the Company’s quarterly report on Form 10-Q before the Form

10-Q is filed;

and to review and discuss the Form 10-Q for filing with the SEC, (6) to review and discuss with management and the Company’s

independent auditors, the Company’s earnings press releases, and (7) to establish and oversee the Company’s anonymous complaint

policy contained within the Company’s Code of Business Conduct and Ethics regarding the confidential, anonymous submission by employees

of reports regarding questionable accounting practices, internal accounting controls or auditing matters and the investigation, disposition

and retention of such reports.

in the Company’s Annual Report on Form 10-K and whether the Annual Report on Form 10-K should be filed with the SEC;

and to produce

the audit committee report required to be included in the Company’s proxy statement, (5) to review and discuss with the Company’s

independent auditors and management the Company’s quarterly financial statements and the disclosure under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” section to be included in the Company’s quarterly

report on Form 10-Q before the Form 10-Q is filed;

and to review and discuss the Form 10-Q for filing with the SEC, (6) to review and

discuss with management and the Company’s independent auditors, the Company’s earnings press releases, and (7) to establish

and oversee the Company’s anonymous complaint policy contained within the Company’s Code of Business Conduct and Ethics regarding

the confidential, anonymous submission by employees of reports regarding questionable accounting practices, internal accounting controls

or auditing matters and the investigation, disposition and retention of such reports.

Audit Committee is comprised of three directors appointed by the Board of Directors:

Each of the committee members who are currently

serving, Messrs.

Leibler, Kurtz, and Oppen, satisfy the independence and financial management expertise requirements of NASDAQ’s

Audit Committee Policy.

Kurtz (Chairman), Leibler and Oppen.

of the Audit Committee members satisfies the independence and financial management expertise requirements of Nasdaq’s listing standards.

Board of Directors has determined that Mr.

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see his biographical information above.

Compensation Committee

Board formed a Compensation Committee comprised of members who are “Non-Employee Directors” within the meaning of Rule 16b-3

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “outside directors” within the

meaning of Section 162(m) of the Code.

They are also “independent” directors within the meaning of Nasdaq Rule 5605(b)(1).

under the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code.

They are also “independent”

directors within the meaning of Nasdaq Rule 5605(b)(1).

The Compensation Committee’s responsibilities include:

(1) to review and approve all corporate goals and objectives applicable

to the compensation of the CEO, evaluate annually the CEO’s performance in light of those goals and determine and approve the CEO’s

compensation level based on its evaluation, (2) to review and approve compensation of all other executive officers, (3) to review, approve

incentive compensation and equity based plans and administer the Company’s incentive compensation and equity based plans, (4) to

review and discuss with management the Company’s compensation discussion and analysis and recommend inclusion in the Company’s

annual report and proxy statement, (5) to review and approve any employment agreements, severance agreements or plans for the CEO and

other executive officers, (6) to determine stock ownership guidelines for the CEO or other executive officers and monitor compliance

with such guidelines, (7) to review and recommend to the Board for approval the frequency with which the Company will conduct Say-on-Pay

Votes and review and approve the proposals regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included in the

Company’s proxy statement, and (8) to review all director compensation and benefits.

Oppen serves as Chairman of the Compensation Committee and is joined by Messrs.

Leibler and Kurtz.

(1) to review and

approve all corporate goals and objectives applicable to the compensation of the CEO, evaluate annually the CEO’s performance in

light of those goals and determine and approve the CEO’s compensation level based on its evaluation, (2) to review and approve

compensation of all other executive officers, (3) to review, approve incentive compensation and equity based plans and administer the

Company’s incentive compensation and equity based plans, (4) to review and discuss with management the Company’s compensation

discussion and analysis and recommend inclusion in the Company’s annual report and proxy statement, (5) to review and approve any

employment agreements, severance agreements or plans for the CEO and other executive officers, (6) to determine stock ownership guidelines

for the CEO or other executive officers and monitor compliance with such guidelines, (7) to review and recommend to the Board for approval

the frequency with which the Company will conduct say-on-pay votes and review and approve the proposals regarding the say-on-pay vote

and the frequency of the say-on-pay vote to be included in the Company’s proxy statement, and (8) to review all director compensation

and benefits.

Kurtz, Leibler and Oppen (Chairman) serve as members of the Compensation Committee.

Governance and Nominating Committee

Board formed a Corporate Governance and Nominating Committee.

Board has established a Corporate Governance and Nominating Committee.

The committee is required to be comprised of entirely “independent”

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a CEO succession plan.

Leibler currently serves as the Chairman of the Corporate Governance and Nominating Committee and is joined on the committee by Messrs.

Oppen and Kurtz.

Kurtz, Leibler (Chairman) and Oppen serve as members of the Corporate Governance and Nominating Committee.

Chair and members of each committee of the Board are summarized in the table below:

Governance and Nominating Committee

Governance and

Kurtz – (Independent)

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of Being a Controlled Company

Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq.

Chief Executive Officer of NextNRG, is the holder (through NextNRG) and the beneficial owner of approximately 65.1% of the Company’s

Company is a “controlled company” within the meaning of the applicable rules of Nasdaq.

Farkas, our Chief Executive

Officer and Executive Chairman, is the holder and the beneficial owner of approximately 48.7% of the Company’s

common stock and therefore controls a majority of the voting power of the Company’s outstanding common stock and accordingly, he

has the ability to determine all matters requiring approval by stockholders.

After the closing of this offering and the closing of the

acquisition of NextNRG, Mr.

Farkas will control approximately 75.2% of the voting power of our outstanding common stock, and, therefore

will control a majority of the voting power of the Company’s outstanding common stock and accordingly, he will have the ability

to determine all matters requiring approval by stockholders.

Additionally, at the closing of the acquisition of NextNRG, the Company

has agreed to appoint Mr.

Farkas to the board of directors as Executive Chairman and to appoint him as the Chief Executive Officer of

Accordingly, after the closing of this offering and the closing of the acquisition of NextNRG, we will continue to be a

“controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from

certain corporate governance requirements.

If the Company relies on these exemptions, which it does not intend to do, its stockholders

will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Under these rules, a

company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is

a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

As a “controlled company” within the meaning

of the applicable rules of Nasdaq, we qualify for exemptions from certain corporate governance requirements.

If the Company relies on

these exemptions, which it does not intend to do, its stockholders will not have the same protections afforded to stockholders

of companies that are subject to such requirements.

Under these rules, a company of which more than 50% of the voting power for the election

of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with

certain corporate governance requirements, including the requirements:

a majority of the board consists of independent directors;

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corporate governance requirements.

Company has adopted a Code of Conduct, which is available on our website at https://ir.ezfl.com/governance-documents/ .

Company has adopted a Code of Conduct, which is available on our website at https://investors.nextnrg.com/governance/documents.

Section 16(a) Reports

16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class

of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and

other equity securities.

Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with

copies of all Section 16(a) forms they file.

the Company’s knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations

that no other reports were required, during the fiscal year ended December 31, 2024 all Section 16(a) filing requirements applicable

to the Company’s officers, directors and holders of more than 10% of the Company’s common stock were satisfied

16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered

class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and are required to

furnish copies to the Company.

Based solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed

with the Securities and Exchange Commission, the following persons filed the following number of transactions on Section 16 beneficial

ownership disclosure filings late for transactions:

Daniel Arbour filed one Form 4 late with respect to three transactions.

Jack Liebler filed one Form 4 late with respect to one transaction.

Farkas filed one Form 4 late with respect to one transaction.

Executive Compensation

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of the Company.

We have granted options as well as restricted stock under our 2022 plan and 2020 Stock Incentive Plan.

Stock awards also

provide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the business.

Moreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although this may

vary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers and

other participants.

Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each executive

officer, and additional awards are considered based upon the executive’s past performance, as well as anticipated future performance,

of the executive officer.

The Compensation Committee continues to believe that equity compensation should be an important element of

the Company’s compensation package.

We have granted options as well as restricted stock under our 2023 Equity Incentive Plan .

also provide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the

Moreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although

this may vary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers

and other participants.

Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each

executive officer, and additional awards are considered based upon the executive’s past performance, as well as anticipated future

performance, of the executive officer.

The Compensation Committee continues to believe that equity compensation should be an important

element of the Company’s compensation package.

we have awarded stock options and restricted stock to executives upon joining the Company and thereafter grants may be at the discretion

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Generally, options are priced at the

closing price of the Company’s common stock on the date of each grant, or, in the case of new employees, on such later date as

closing price of the Company’s common stock on the date of each grant, or, in the case of new employees, on such a later date as

the employee joins the Company.

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and Other Personal Benefits

on Deduction of Compensation Paid to Certain Executive Officers

162(m) of the Internal Revenue Code, or Section 162(m) limits the Company deduction for federal income tax purposes to no more than $1

million of compensation paid to each of the named executive officers in a taxable year.

of Chief Executive Officer

Levy was appointed as the Company’s interim CEO on April 24, 2023 by the Board.

For his position as interim CEO, Mr.

receive an annual base salary of $200,000, and subject to periodic review.

He is eligible for additional cash and equity incentive compensation

at the discretion of the Compensation Committee.

Levy received a salary of $201,539 during the year ended December 31, 2024.

Compensation Table

162(m) of the Internal Revenue Code limits the Company deduction for federal income tax purposes to no more than $1 million of compensation

paid to each of the named executive officers in a taxable year.

Summary Compensation Table

following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and

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All Other Compensation (2)

Interim Chief Executive Officer (3)

Michael McConnell

Former Chief Executive Officer

Michael Handelman

Chief Financial Officer (4)

Arthur Levine

Former Chief Financial Officer

Avishai Vaknin

Chief Executive Officer (3)

Chief Technology Officer (4)

Former Chief Commercial Officer

Michael DeVoe

Former Chief Operating Officer

Represents the aggregate grant date fair value of stock options, accounted for in accordance with ASC 718.

The assumptions made in the

valuations of these option awards are included in the accompanying consolidated financial statements.

During the year ended December 31, 2024 and 2023, the Company paid medical, dental, and vision benefits as well as made matching 401(k)

Chief Financial Officer (5)

Former Interim Chief Executive

the aggregate grant date fair value of stock options, accounted for in accordance with ASC 718.

The assumptions made in the valuations

of these option awards are included in the accompanying consolidated financial statements.

the year ended December 31, 2025 and 2024, the Company paid medical, dental, and vision benefits as well as made matching 401(k)

contributions on behalf of the named executives herein.

Levy became the Company’s interim Chief Executive Officer on April 24, 2023, prior to this, Mr.

Levy served as the Company’s

Vice President of Operations In connection with the common control merger on February 13, 2025, Mr.

Levy resigned his position.

Handelman became the Company’s Chief Financial Officer on August 1, 2023.

There is no formal agreement with Mr.

Handelman, however,

he is paid $5,560 per quarter.

In connection with the common control merger on February 13, 2025, Mr.

Handelman resigned his position.

Vaknin became the Company’s Chief Technology Officer on April 19, 2023.

During 2023, in connection with Mr.

Vaknin’s employment

agreement, the Company granted 130,000 shares of common stock having a fair value of $832,000 ($6.40/share), based upon the quoted

closing trading price.

This award is subject to various vesting provisions over time.

Farkas became the Company’s Chief Executive Officer and Executive Chairman on February of 2025.

Sarwat became the Company’s Chief Technology Officer on February of 2025.

Kleiner became the Company’s Chief Financial Officer on February of 2025.

Levy ceased to be the Company’s Interim Chief Executive Officer on February 13, 2025.

Equity Awards at 2025 Fiscal Year-End

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unearned shares

Avishai Vaknin (1)

Joel Kleiner (1)

April 9, 2025

Company granted 130,000 shares.

At December 31, 2023, 80% or 104,000 shares were fully vested.

The balance of 26,000 shares are expected to vest in 2025 (10%) and 2026 (10%) ratably in

April of each year which is the employment anniversary.

The grant date fair value of these

shares was $832,000.

During the year ended December 31, 2023, the Company recognized an expense

of $665,600, the remaining $166,400 is expected to be recognized in 2025 ($83,200) and 2026

($83,200), respectively.

have entered into employment agreements with each of the named executive officers.

These agreements include the named executive officer’s

initial base salary, an indication of eligibility for an annual cash incentive award opportunity and an opportunity for annual equity

In addition, each of our named executive officers has executed a form of our standard confidential information and invention

assignment agreement.

Vaknin (Chief Technology Officer)

April 19, 2023, Avishi Vaknin was appointed as the Company’s Chief Technology Officer (“CTO”).

Vaknin will act

as CTO for three years.

On April 19, 2023, the Company entered into an employment agreement with Mr.

Vaknin (the “Agreement).

lieu of a cash salary, Mr.

Vaknin will be entitled to Performance Based Restricted Stock Units (“PBRS”).

The amount of PBRS

issued to Mr.

Vaknin will be up to 1,040,000 shares of the Company’s restricted common stock, which issuance is subject to the

availability of such shares under the Company’s Equity Incentive Plan.

Vesting of the PBRS will be based on achievement of the

performance indicators (“Performance Indicators”) identified in Schedule I of the Agreement.

Vesting will be deemed to occur

once the Board of Directors (the “Board”) certifies the achievement of each Performance Indicator.

The Performance Indicators

must be achieved according to the timeline set forth in Schedule I or the portions of the PBRS attributable to those Performance Indicators

will be forfeited.

Vaknin is eligible to participate in all of the Company’s benefit plans.

the first anniversary of Mr.

Vaknin’s employment, he will begin to receive a salary of $150,000 per year.

On the second anniversary

Vaknin’s employment, this amount will increase to $200,000 per year.

No cash salary will be paid unless he meets all “time-based”

Performance Indicators set forth in Schedule I of the Agreement within the first year of employment with the Company.

Upon presentation

of the appropriate documentation in accordance with the Company’s expense reimbursement policies, the Company will reimburse Mr.

Vaknin for the reasonable business expenses incurred in connection with his employment.

on the six-month anniversary of Mr.

Vaknin’s employment start date (“Employment Start Date”), upon meeting pre-determined

periodic Key Performance Indicators (“KPIs”) every calendar year, he will be eligible for a target annual cash bonus of up

to $150,000, as adjusted from time to time (pro-rated for the first year of employment).

These KPIs will be mutually agreed upon between

the Board, or a committee thereof, and Mr.

Vaknin within two months of the six-month anniversary of his Employment Start Date and within

two months of the beginning of each year thereafter (the “Cash Performance Bonus”).

To qualify for the Cash Performance Bonus,

Vaknin must meet all or part of the KPI’s.

A partial cash bonus will be available if some but not all KPIs are achieved or

other achievements outside of the KPIs are deemed to justify a cash bonus.

The KPIs will be separate from the Performance Indicators

set forth in Schedule I of the Agreement.

on the six-month anniversary of his Employment Start date as a “C” level executive of the Company, provided the Company has

sufficient available securities, Mr.

Vaknin will be entitled to receive equity awards under the Company’s Incentive Plan, (the

“Incentive Plan”).

The aggregate annual award value under the Incentive Plan will be equal to a target of up to $350,000

worth of Equity Awards, as adjusted from time to time, (the “Grant”), which will be pro-rated for the first year.

Grant will be possible if some but not all KPIs are achieved or other achievements outside of the KPIs are deemed to justify a Grant.

Twenty-five percent (25%) of such Grant will be in the form of Restricted Common Stock (the “RCSs”) and the remaining seventy-five

percent (75%) of such Grant will be in the form of options to purchase the Company’s common stock (the “Stock Options”).

The number of Stock Options shall be calculated in accordance with the Company’s option valuation practices.

The RCSs will vest

on the first anniversary of the day they were granted.

The Stock Options will vest in equal one-third (1/3) increments on each anniversary

of the day they were granted.

All Equity Awards will be granted to Mr.

Vaknin, provided that:

(1) at the end of each applicable vesting

date, he is still employed by the Company and (2) to the extent he satisfies any KPIs or other performance criteria established by the

Incentive Plan.

All Stock Options that will be granted to you shall expire 5 years following their vesting.

The KPIs will be separate

from the Performance Indicators set forth in Schedule I.

Agreement may be terminated for Cause (defined below) by the Company before the expiration of the Term if, during the Term of the Agreement,

Vaknin (i) materially violates the provisions of the Non-Competition Agreement or the Confidentiality Agreements;

(ii) is convicted

of, or pleads nolo contendere to, any crime involving misuse or misappropriation of money or other property of the Company or any felony;

(iii) exhibits repeated willful or wanton failure or refusal to perform his duties in furtherance of the Company’s business interest

or in accordance with the Agreement, which failure or refusal is not remedied by him within thirty (30) days after notice from the Company;

(iv) commits an intentional tort against the Company, which materially adversely affects the business of the Company;

(v) commits any

flagrant act of dishonesty or disloyalty or any act involving gross moral turpitude, which materially adversely affects the business

of the Company;

(vi) exhibits immoderate use of alcohol or drugs which, in the opinion of an independent physician selected by the Company,

impairs his ability to perform his duties hereunder;

or (vii) materially fails to meet the timelines on the pre-determined Performance

Indicators on Schedule I (all of the foregoing clauses (i) through (vi) constituting reasons for termination for “Cause”),

provided that unsatisfactory business performance of the Company, or mere inefficiency, or good faith errors in judgment or discretion

Vaknin will not constitute grounds for termination for Cause.

In the event of a termination for Cause, the Company, may, by written

notice, immediately terminate his employment and, the Company will be obligated only to pay Mr.

Vaknin the compensation due to him up

to the date of termination, all accrued, vested or earned benefits under any applicable benefit plan and any other compensation to which

he is entitled up to and ending on the date of his termination.

Company may terminate Mr.

Vaknin’s employment without Cause.

Should termination without cause occur by the Company or for Good

Reason by Mr.

Vaknin, the Company will (i) continue payment of his base salary for 3 months (which shall not be adjusted for any remaining

employment term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is

terminated or eligibility for benefits with another employer.

Good Reason (including following a change in control) means (i) reduction

in his base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring Mr.

Vaknin to relocate more

than 50 miles from the Company’s executive office.

the event of any termination of the Agreement with or without cause, all further vesting of Mr.

Vaknin’s outstanding equity awards

or bonuses, as well as all payments of compensation by the Company to him will terminate immediately (except as to amounts already earned

Upon a termination without cause by the Company, 25% of the outstanding unvested PBRS will immediately vest.

Levy (Former Interim Chief Executive Officer)

April 24, 2023, Yehuda Levy was appointed as the Company’s interim Chief Executive Officer (“CEO”).

Levy will act

as interim CEO until his successor is duly appointed.

Levy is the founder of EzFill FL, LLC, which was sold to the Company in 2019.

Since then, Mr.

Levy has served in various roles at the Company;

most recently, he acted as the Company’s Vice-President of Operations.

On April 24, 2023, the Company entered into an employment agreement (the “Levy Agreement”) with Yehuda Levy.

the Levy Agreement, Mr.

Levy will act as the Company’s interim CEO for an initial term of one year (“Term”), which

may be extended by the company and Mr.

Levy in writing, if not extended then the term shall continue on a month-to-month basis.

full time CEO is chosen, Mr.

Levy’s title shall be converted to Chief Operating Officer for the remainder of the term at the same

For his position as interim CEO, Mr.

Levy will receive an annual base salary of $200,000, less applicable taxes, deductions,

and withholdings, and subject to periodic review (“Base Salary”).

Upon presentation of appropriate documentation in accordance

with the Company’s expense reimbursement policies, the Company will reimburse Mr.

Levy for the reasonable business expenses incurred

in connection with his employment.

He is eligible to participate in all of the Company’s benefit plans, at no cost to Mr.

meeting pre-determined periodic Key Performance Indicators (“KPIs”) every calendar year, Mr.

Levy will be eligible for a

target annual cash bonus of up to $50,000, as adjusted from time to time, which will be pro-rated for the first year.

KPIs will be mutually agreed upon the Board, or a committee thereof, and Mr.

Levy within two months of the six-month anniversary of his

Employment Start Date and within two months of the beginning of each year thereafter (the “Cash Performance Bonus”).

for the Cash Performance Bonus, Mr.

Levy must meet all or a part of the KPIs.

A partial cash bonus will be possible if some but not all

KPIs are achieved or other achievements outside of the KPI’s are deemed to justify a cash bonus.

a “C” level executive of the Company, and provided the Company has sufficient available securities Mr.

Levy will be entitled

to receive equity awards under the Company’s Incentive Plan (the “Incentive Plan”).

The aggregate annual award value

under the Incentive Plan will be equal to a target of up to $50,000 worth of Equity Awards, as adjusted from time to time, (the “Grant”),

which will be pro- rated for the first year.

A partial Grant will be possible if some but not all KPIs are achieved or other achievements

outside of the KPIs are deemed to justify a Grant.

Twenty-five percent (25%) of such Grant will be in the form of Restricted Common Stock

(the “RCSs”) and the remaining seventy-five percent (75%) of such Grant will be in the form of options to purchase the Company’s

common stock (the “Stock Options”).

The number of Stock Options shall be calculated in accordance with the Company’s

option valuation practices.

The RCSs will vest on the first anniversary of the day they were granted.

The Stock Options will vest in

equal one-third (1/3) increments on each anniversary of the day they were granted.

All Equity Awards will be granted to Mr.

Levy, provided

(1) at the end of each applicable vesting date, he is still employed by the Company;

and (2) to the extent he satisfy any KPIs

or other performance criteria established by the Incentive Plan.

All Stock Options that will be granted to Mr.

Levy will expire 5 years

following their vesting.

Levy Agreement may be terminated for Cause (as defined below) by the Company before the expiration of the Term provided for herein if,

during the Term of the Levy Agreement, Mr.

Levy (i) materially violates the provisions of the Non-Competition Agreement or the Confidentiality

(ii) is convicted of, or pleads nolo contendere to, any crime involving misuse or misappropriation of money or other property

of the Company or any felony;

(iii) exhibits repeated willful or wanton failure or refusal to perform his duties in furtherance of the

Company’s business interest or in accordance with the Levy Agreement, which failure or refusal is not remedied by Mr.

thirty (30) days after notice from the Company;

(iv) commits an intentional tort against the Company, which materially adversely affects

the business of the Company;

(v) commits any flagrant act of dishonesty or disloyalty or any act involving gross moral turpitude, which

materially adversely affects the business of the Company;

or (vi) exhibits immoderate use of alcohol or drugs which, in the opinion of

an independent physician selected by the Company, impairs Mr.

Levy’s ability to perform his duties hereunder (all of the foregoing

clauses (i) through (vi) constituting reasons for termination for “Cause”), provided that unsatisfactory business performance

of the Company, or mere inefficiency, or good faith errors in judgment or discretion by Mr.

Levy shall not constitute grounds for termination

for Cause hereunder.

In the event of a termination for Cause, the Company may by written notice immediately terminate his employment

and, in that event, the Company will be obligated only to pay the compensation due to him up to the date of termination, all accrued,

vested or earned benefits under any applicable benefit plan and any other compensation to which Mr.

Levy is entitled up to and ending

on the date of his termination.

Company may terminate Mr.

Levy’s employment without Cause.

Upon Termination Without Cause by the Company or for Good Reason by

Levy, the Company will (i) continue payment of his Base Salary for 3 months (which shall not be adjusted for any remaining employment

term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated

or eligibility for benefits with another employer.

Good Reason (including following a change in control) shall mean (i) reduction in

Levy’s base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring relocation more than

50 miles from the Company’s executive office.

the event of any termination of the Levy Agreement with or without cause, all further vesting of Mr.

Levy’s outstanding equity

awards or bonuses, as well as all payments of compensation by the Company to him thereunder will terminate immediately (except as to

amounts already earned and vested).

Made Upon Termination

Vaknin’s employment with the Company is terminated without cause occur by the Company or for Good Reason by Mr.

Company will (i) continue payment of his base salary for 3 months (which shall not be adjusted for any remaining employment term) and

(ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated or eligibility

for benefits with another employer.

Good Reason (including following a change in control) means (i) reduction in his base salary, (ii)

material reduction in responsibilities or job title, or (iii) Company requiring Mr.

Vaknin to relocate more than 50 miles from the Company’s

executive office.

Levy’s employment with the Company is terminated without cause occur by the Company or for Good Reason by Mr.

Vaknin by Mr.

Levy, the Company will (i) continue payment of his Base Salary for 3 months (which shall not be adjusted for any remaining employment

term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated

or eligibility for benefits with another employer.

Good Reason (including following a change in control) shall mean (i) reduction in

Levy’s base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring relocation more than

50 miles from the Company’s executive office.

and Termination

Vaknin’s employment agreement, Mr.

Vaknin will serve as the Company’s Chief Technology Officer for a term of three years

commencing on April 19, 2023.

Levy’s employment agreement, Mr.

Levy will serve as the Company’s interim Chief Executive Officer for a term of one year,

which may be extended by the company and Mr.

Levy in writing, if not extended then the term shall continue on a month-to-month basis.

Upon the closing of the Share Exchange, Mr.

Levy will resign as CEO and director, and his title shall be converted to Chief Operating

Officer for the remainder of the term at the same salary.

by the Company for Cause

Levy may be terminated by the Company immediately and without notice for “Cause.” “Cause” shall mean:

(i) materially

violates the provisions of the Non-Competition Agreement or the Confidentiality Agreements;

(ii) is convicted of, or pleads nolo contendere

to, any crime involving misuse or misappropriation of money or other property of the Company or any felony;

(iii) exhibits repeated willful

or wanton failure or refusal to perform his duties in furtherance of the Company’s business interest or in accordance with the

agreement, which failure or refusal is not remedied by the Employee within thirty (30) days after notice from the Company;

an intentional tort against the Company, which materially adversely affects the business of the Company;

(v) commits any flagrant act

of dishonesty or disloyalty or any act involving gross moral turpitude, which materially adversely affects the business of the Company;

or (vi) exhibits immoderate use of alcohol or drugs which, in the opinion of an independent physician selected by the Company, impairs

the Employee’s ability to perform his duties thereunder.

Without Cause or for Good Reason (including following Change in Control)

Company may terminate Mr.

Levy’s employment without Cause.

Upon Termination Without Cause by the Company or for Good Reason by

Levy, the Company will (i) continue payment of his Base Salary for 3 months (which shall not be adjusted for any remaining employment

term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated

or eligibility for benefits with another employer.

Good Reason (including following a change in control) shall mean (i) reduction in

Levy’s base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring relocation more than

50 miles from the Company’s executive office.

the event of voluntary resignation on Mr.

Levy’s part, all further vesting of his outstanding equity awards or bonuses, as well

as all payments of compensation by the Company to him thereunder will terminate immediately (except as to amounts already earned and

and Disability

the event of death during the Term, employment shall terminate immediately.

If, during the Term, the executive shall suffer a “Disability”

within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, the Company may terminate employment.

In the event employment

is terminated due to death or Disability, the executive (or the executive’s estate in case of death) shall be eligible to receive

the separation benefits (in lieu of any severance payments):

all unpaid Base Salary amounts and any earned and unpaid bonus, and all

fully vested equity awards.

The Company granted 1,143,000 options.

At December 31, 2025, 285,750 shares

were fully vested.

The balance of 857,250 shares are expected to vest over the next 3 years.

COMPENSATION PLAN INFORMATION

following table contains summary information as of December 31, 2024 and 2023 concerning the Company’s 2022 Equity Incentive Plan

and 2023 Equity Incentive Plan.

All of the Plans were approved by the stockholders.

Equity Compensation Plans Approved by Security

of securities to be issued upon exercise

outstanding options, warrants and rights

Weighted-average exercise price of

outstanding options, warrants and rights

of shares remaining available

future issuance under equity compensation plan

following table contains summary information as of December 31, 2025 concerning the Company’s 2022 Equity Incentive Plan and 2023

Equity Incentive Plan.

All of the Plans were approved by the stockholders.

Equity Compensation Plans Approved by Security Holders

Number of securities to be issued upon exercise

of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of shares remaining available

for future issuance under equity compensation plan

2023 Equity Incentive Plan

Compensation Table

Director Compensation Table

following table provides the total compensation for each person who served as a non-employee member of our Board of Directors during

fiscal year 2024 and 2023, including all compensation awarded to, earned by or paid to each person who served as a non-employee director

for some portion or all of fiscal year 2024 and 2023:

the fiscal year ended December 31, 2025, including all compensation awarded to, earned by or paid to each person who served as a non-employee

director for some portion or all of fiscal year 2025.

Fees earned or

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Bennett Kurtz

Represents amounts accrued that remained unpaid as of December 31, 2024.

These stock awards had a grant date fair value of $130,000 each, payable in common stock.

amounts accrued that remained unpaid as of December 31, 2025.

stock awards had a grant date fair value of $385,000 each, payable in common stock.

All awards were fully vested on the grant date.

The valuation of these awards was determined at the annual board meeting.

pertains to stock based awards, the members shall not sell any shares of the Company’s common stock they receive for six-months (6)

it pertains to stock based awards, the members shall not sell any shares of the Company’s common stock they receive for six-months

(6) from receipt of such shares.

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with the performance of the director’s duties as a member of the board.

We do not provide any deferred compensation, health or other

personal benefits to our directors.

We reimburse each director for reasonable out-of-pocket expenses incurred to attend Board and

Committee meetings.

Additionally, members are paid for their participation on various committees as follows:

We do not provide any deferred compensation, health

or other personal benefits to our directors.

We reimburse each director for reasonable out-of-pocket expenses incurred to attend

Board and Committee meetings.

Additionally,

members are paid for their participation on various committees as follows:

Bennett Kurtz

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following table sets forth certain information regarding the ownership of the Company’s common stock, Series A Convertible Preferred

Stock, and Series B Convertible Preferred Stock as of March 25, 2025 by:

Stock, and Series B Convertible Preferred Stock as of April 15, 2026 by:

(i) each executive officer and director;

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officers and directors of the Company as a group;

and (iii) all those known by the Company to be beneficial owners of more than five

percent (5%) of its Common Stock.

and (iii) all those known by the Company to be beneficial owners of more than 5% of

its common stock.

otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that

each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially

Applicable percentages are, as adjusted per requirements by rules promulgated by the SEC, based on as of March 25, 2025:

(i) 111,998,644

shares of Common Stock issued and outstanding;

Applicable percentages are, as adjusted per requirements by rules promulgated by the SEC, based on as of April 15, 2026:

(i) 156,654,973 shares of common stock issued and outstanding;

(ii) 280,000 shares of Series A convertible preferred stock issued and outstanding;

(iii) 140,000 shares of Series B Convertible Preferred Stock issued and outstanding.

of Common Stock Beneficially Owned

A Preferred Stock

B Preferred Stock

Equivalent Shares

and (iii) 140,000 shares of Series B convertible preferred stock issued and outstanding.

Shares of Common Stock Beneficially Owned

Series A Preferred Stock

Series B Preferred Stock

Total Equivalent Shares

Beneficial owners of more than 5%

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All Officers and Directors as a Group (7 persons)

address of each of the officers and directors is 7 NW 183rd St., Miami, Florida 33169;

address of Michael D.

Farkas is 1221 Brickell Avenue, Ste.

address of each of the officers and directors is 407 Lincoln Road, Ste 9F., Miami, Beach Florida 33139;

the address of Michael D.

Farkas is 1221 Brickell

900, Miami, FL 33131;

for York, New York 10005.

Arif Sarwat is 407 Lincoln Road, Suite 9F, Miami Beach, Florida

calculation in this column is based upon 111,998,644 shares of common stock outstanding on

March 25, 2025.

Beneficial ownership is determined in accordance with the rules of the SEC

and generally includes voting or investment power with respect to the subject securities

within 60 days of March 25, 2025 are deemed to be beneficially owned by the person holding

such securities for the purpose of computing the percentage beneficial ownership of such

person, but are not treated as outstanding for the purpose of computing the percentage beneficial

ownership of any other person.

the address for York, New York 10005.

Arif Sarwat is 407 Lincoln Road, Suite 9F, Miami Beach,

Florida 33139.

calculation in this column is based upon 156,654,973 shares of common stock outstanding on April 15, 2026.

Beneficial ownership is

determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject

securities within 60 days of April 15, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose

of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing

the percentage beneficial ownership of any other person.

Shares of common stock that are currently exercisable or exercisable

Farkas is the Chief Executive Officer and Executive Chairman of the Company.

Based on 77,919,613 shares of Common

Stock held on an as converted basis, which includes (i) 64,118,596 shares of Common Stock held directly (including, without limitation,

Based on 77,038,941 shares of Common Stock held on an

as converted basis, including, without limitation, 42,372,880

Shares subject to vesting and forfeiture as provided for in the Second Amended and Restated Exchange Agreement dated June 11, 2024,

as amended on July 22, 2024 and on September 25, 2024 entered into among the Company, the members of Next Charging LLC and Michael

Farkas, as the representative of such members, (ii) 154,827 shares of Common Stock held by SIF Energy LLC, (iii) 26,578 shares of Common

Stock held by Balance Labs, Inc., (iv) 12,900,188 shares of Common Stock held by Inductive Holdings LLC, and (v) 719,424 shares of Common

Stock which may be issued upon the conversion of 140,000 shares of Series B Convertible Preferred Stock held directly, each with a stated

value of $10.00 per share, at 70% of $2.78 (the minimum price on the date of issuance).

Farkas has voting and investment control

of the shares of common stock held by SIF Energy LLC, Balance Labs, Inc.

Farkas, as the representative of such members, (ii) 154,827 shares of Common Stock held by SIF Energy LLC, (iii) 26,578 shares

of Common Stock held by Balance Labs, Inc., (iv) 12,900,188 shares of Common Stock held by Inductive Holdings LLC, and (v) 719,424

shares of Common Stock which may be issued upon the conversion of 140,000 shares of Series B Convertible Preferred Stock held directly,

each with a stated value of $10.00 per share, at 70% of $2.78 (the minimum price on the date of issuance).

voting and investment control of the shares of common stock held by SIF Energy LLC, Balance Labs, Inc.

and Inductive Holdings LLC.

B Preferred stock (140,000 shares beneficially owned) includes equivalent common shares upon

conversion of this preferred stock to 719,424 shares of common stock plus an additional 32,372

shares of common stock related to accrued dividend shares.

B Preferred stock (140,000 shares beneficially owned) includes equivalent common shares upon conversion of this preferred stock to

719,424 shares of common stock plus an additional 32,372 shares of common stock related to accrued dividend shares.

Sarwat is Chief Technology Officer of NextNRG Holding Corp.

3 unchanged sentences

to be disclosed pursuant to applicable SEC rules.

Party Agreement with Company owned by Daniel Arbour

February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy

Ltd (“Mountain Views”).

Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal

and founder of Mountain Views.

Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief

revenue officer.

Pursuant to the Consulting Agreement, the Company will pay Mountain Views $13,000 USD per month and cover other certain

The term of the Consulting Agreement is for twelve months from the Effective Date.

However, either party may terminate the

Consulting Agreement on two weeks written notice to the other party.

May 15, 2023, the Company and Mountain Views Strategy Ltd.

(“Mountain Views”) entered into an amendment (the “Amendment

to the Consulting Agreement”) to the consulting services agreement (the “Consulting Agreement”).

As previously reported

on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023, Daniel Arbour,

who became a member of the Company’s Board of Directors on February 10, 2023, is the principal and founder of Mountain Views.

Consulting Agreement was amended to revise the scope of services that will be provided and to bring the Consulting Fees to $5,000 per

Party Agreement with Company owned by Avishai Vaknin

April 19, 2023 (the “Effective Date”), the Company entered into a services agreement (the “Services Agreement”)

with Telx Computers Inc.

Avishai Vaknin is the Chief Executive Officer of Telx and its sole shareholder.

to the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which generally entails

overseeing all matters relating to the Company’s technology.

Pursuant to the Services Agreement, the Company will pay Telx $10,000

per month and cover other pre-approved expenses.

The term of the Services Agreement is for twelve months from the Effective Date however,

the Company may terminate the Services Agreement with written notice to the other party.

Payable Related Party

July 5, 2023, the Company and NextNRG entered into a promissory note (the “July Note”) for the sum of $440,000 (the “July

The July Note has an original issue discount (“OID”) equal to $40,000, which is 10% of the aggregate original

principal amount of the July Loan.

The unpaid principal balance of the July Note has a fixed rate of interest of 8% per annum for the

first nine months, afterward, the July Note will begin to accrue interest on the entire balance at 18% per annum.

July Notes funds were disbursed in two payments.

First, $200,000 (net of OID) was disbursed to the Company on the date the July Note

was executed and, the balance of $200,000 (net of OID) was disbursed to the Company on July 18, 2023.

The July Note, along with accrued

interest, was due on September 5, 2023 (the “July Note Maturity Date”).

The July Note Maturity Date will automatically be

extended for two month periods, unless NextNRG sends 10 days written notice, prior to end of any two month period, that it does not wish

to extend the note, at which point the end of the then current two month period shall be the July Note Maturity Date.

the Company defaults on the July Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by

150% will be immediately due, and (ii) NextNRG has the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the July Note into shares of the Company’s common stock.

The conversion price will be the

average closing price over the 10 trading days ending on the date of conversion.

August 2, 2023, the Company and NextNRG entered into a promissory note (the “First August Note”) for the sum of $440,000

(the “First August Loan”).

The First August Note has an original issue discount (“OID”) equal to $40,000, which

is 10% of the aggregate original principal amount of the First August Loan.

The unpaid principal balance of the First August Note has

a fixed rate of interest of 8% per annum for the first nine months, afterward, the First August Note will begin to accrue interest on

the entire balance at 18% per annum.

First August Note’s funds were disbursed in four payments of $110,000 factoring in the OID.

The payments were disbursed on August

2, 2023, August 10, 2023, August 18, 2023 and August 26, 2023.

The First August Note, along with accrued interest, was due on October

2, 2023 (the “First August Note Maturity Date”).

The First August Note Maturity Date will automatically be extended for two

month periods, unless NextNRG sends 10 days written notice, prior to end of any two month period, that it does not wish to extend the

note, at which point the end of the then current two month period shall be the First August Note Maturity Date.

the Company defaults on the First August Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) NextNRG has the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the First August Note into shares of the Company’s common stock.

The conversion price will

be the average closing price over the 10 trading days ending on the date of conversion.

August 23, 2023, Company and NextNRG entered into a promissory note (the “Second August Note”) for the sum of $110,000 (the

“Second August Loan”).

The Second August Note has an original issue discount (“OID”) equal to $10,000, which

is 10% of the aggregate original principal amount of the Second August Loan.

The unpaid principal balance of the Second August Note has

a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second August Note will begin to accrue interest on

the entire balance at 18% per annum.

Second August Note, along with accrued interest, was due on October 23, 2023 (the “Second August Note Maturity Date”).

Second August Note Maturity Date will automatically be extended for two month periods, unless NextNRG sends 10 days written notice, prior

to end of any two month period, that it does not wish to extend the note, at which point the end of the then current two month period

shall be the Second August Note Maturity Date.

the Company defaults on the Second August Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) Next has the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the Second August Note into shares of the Company’s common stock.

The conversion price will

be the average closing price over the 10 trading days ending on the date of conversion.

August 30, 2023, Company and NextNRG entered into a promissory note (the “Third August Note”) for the sum of $165,000 (the

“Third August Loan”).

The Third August Note has an original issue discount (“OID”) equal to $15,000, which is

10% of the aggregate original principal amount of the Third August Loan.

The unpaid principal balance of the Third August Note has a

fixed rate of interest of 8% per annum for the first nine months, afterward, the Third August Note will begin to accrue interest on the

entire balance at 18% per annum.

the Third August Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third

August Note, along with accrued interest, will be due on October 30, 2023 (the “Third August Note Maturity Date”).

August Note Maturity Date will automatically be extended for two month periods, unless NextNRG sends 10 days written notice, prior to

the end of any two month period, that it does not wish to extend the Third August Note, at which point the end of the then current two

month period shall be the Third August Note Maturity Date.

the Company defaults on the Third August Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the Third August Note into shares of the Company’s common stock.

The conversion

price will be the average closing price over the 10 trading days ending on the date of conversion.

September 6, 2023, the Company and NextNRG entered into a promissory note (the “First September Note”) for the sum of $220,000

(the “First September Loan”).

The First September Note has an original issue discount (“OID”) equal to $20,000,

which is 10% of the aggregate original principal amount of the First September Loan.

The unpaid principal balance of the First September

Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First September Note will begin to accrue

interest on the entire balance at 18% per annum.

the First September Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

First September Note, along with accrued interest, will be due on November 6, 2023 (the “First September Note Maturity Date”).

The First September Note Maturity Date will automatically be extended for two month periods, unless NextNRG sends 10 days written notice,

prior to the end of any two month period, that it does not wish to extend the First September Note, at which point the end of the then

current two month period shall be the First September Note Maturity Date.

the Company defaults on the First September Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the First September Note into shares of the Company’s common stock.

The conversion

price will be the average closing price over the 10 trading days ending on the date of conversion.

September 13, 2023, the Company and NextNRG entered into a promissory note (the “Second September Note”) for the sum of $110,000

(the “Second September Loan”).

The Second September Note has an original issue discount (“OID”) equal to $10,000,

which is 10% of the aggregate original principal amount of the Second September Loan.

The unpaid principal balance of the Second September

Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second September Note will begin to accrue

interest on the entire balance at 18% per annum.

the Second September Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

Second September Note, along with accrued interest, will be due on November 13, 2023 (the “Second September Note Maturity Date”).

The Second September Note Maturity Date will automatically be extended for two month periods, unless NextNRG sends 10 days written notice,

prior to the end of any two month period, that it does not wish to extend the Second September Note, at which point the end of the then

current two month period shall be the Second September Note Maturity Date.

the Company defaults on the Second September Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Note into shares of the Company’s common stock.

The conversion

price will be the average closing price over the 10 trading days ending on the date of conversion.

December 4, 2023, the Company and NextNRG entered into a promissory note (the “First December 2023 Note”) for the sum of

$220,000 (the “First December 2023 Loan”).

The First December 2023 Note has an original issue discount (“OID”)

equal to $20,000, which is 10% of the aggregate original principal amount of the First December 2023 Loan.

The unpaid principal balance

of the First December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the First December

2023 Note will begin to accrue interest on the entire balance at 18% per year.

the First December 2023 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of

the First December 2023 Note, along with accrued interest, will be due on February 4, 2024.

The maturity date will automatically be extended

for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the First December 2023 Note, at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the First December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the First December 2023 Note into shares of the Company’s common stock.

The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

December 13, 2023, the Company and NextNRG entered into a promissory note (the “Second December 2023 Note”) for the sum of

$165,000 (the “Second December 2023 Loan”).

The Second December 2023 Note has an original issue discount (“OID”)

equal to $15,000, which is 10% of the aggregate original principal amount of the Second December 2023 Loan.

The unpaid principal balance

of the Second December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Second December

2023 Note will begin to accrue interest on the entire balance at 18% per year.

the Second December 2023 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of

the Second December 2023 Note, along with accrued interest, will be due on February 13, 2024.

The maturity date will automatically be

extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish

to extend the Second December 2023 Note, at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the Second December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Second December 2023 Note into shares of the Company’s common stock.

The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

December 18, 2023, the Company and NextNRG entered into a promissory note (the “Third December 2023 Note”) for the sum of

$110,000 (the “Third December 2023 Loan”).

The Third December 2023 Note has an original issue discount (“OID”)

equal to $10,000, which is 10% of the aggregate original principal amount of the Third December 2023 Loan.

The unpaid principal balance

of the Third December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Third December

2023 Note will begin to accrue interest on the entire balance at 18% per year.

the Third December 2023 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of

the Third December 2023 Note, along with accrued interest, will be due on February 18, 2024.

The maturity date will automatically be

extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish

to extend the Third December 2023 Note, at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the Third December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Third December 2023 Note into shares of the Company’s common stock.

The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

December 20, 2023, the Company and NextNRG entered into a promissory note (the “Fourth December 2023 Note”) for the sum of

$55,000 (the “Fourth December 2023 Loan”).

The Fourth December 2023 Note has an original issue discount (“OID”)

equal to $5,000, which is 10% of the aggregate original principal amount of the Fourth December 2023 Loan.

The unpaid principal balance

of the Fourth December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Fourth December

2023 Note will begin to accrue interest on the entire balance at 18% per year.

the Fourth December 2023 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of

the Fourth December 2023 Note, along with accrued interest, will be due on February 20, 2024.

The maturity date will automatically be

extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish

to extend the Fourth December 2023 Note, at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the Fourth December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Fourth December 2023 Note into shares of the Company’s common stock.

The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

December 27, 2023, the Company and NextNRG entered into a promissory note (the “Fifth December 2023 Note”) for the sum of

$165,000 (the “Fifth December 2023 Loan”).

The Fifth December 2023 Note has an original issue discount (“OID”)

equal to $15,000, which is 10% of the aggregate original principal amount of the Fifth December 2023 Loan.

The unpaid principal balance

of the Fifth December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Fifth December

2023 Note will begin to accrue interest on the entire balance at 18% per year.

the Fifth December 2023 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of

the Fifth December 2023 Note, along with accrued interest, will be due on December 27, 2024.

The maturity date will automatically be

extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish

to extend the Fifth December 2023 Note, at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the Fifth December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Fifth December 2023 Note into shares of the Company’s common stock.

The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

Subject to the adjustments

described in the Fifth December 2023 Note, the conversion price will be the greater of (a) $3.05;

or (b) $0.50.

January 5, 2024, the Company and NextNRG entered into a promissory note (the “January 2024 Note”) for the sum of $110,000

114 unchanged sentences

The conversion price will not exceed $3.85 per share.

On February 29, 2024,

the Company and NextNRG entered into a promissory note (the “Third February 2024 Note”) for the sum of $165,000 (the “Third

February 2024 Loan”) to be used for the Company’s working capital needs, which has an effective date of February 28, 2024.

The Third February 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original

principal amount of the Third February 2024 Loan.

The unpaid principal balance of the Third February 2024 Note has a fixed rate of interest

of 8% per annum for the first nine months, afterward, the Third February 2024 Note will begin to accrue interest on the entire balance

at 18% per annum.

Unless the Third February

2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third February

2024 Note, along with accrued interest, will be due on April 28, 2024.

The maturity date will automatically be extended for 2 month periods,

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third February

2024 Note, at which point the end of the then current 2 month period will be the maturity date.

If the Company defaults

on the Third February 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150%

will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the Third February 2024 Note into shares of the Company’s common stock.

The conversion price

will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding

the foregoing, the conversion price will not exceed $5.13 per share.

The Company also agreed to issue 20,800 shares of common stock to

On March 8, 2024, the

Company and NextNRG entered into a promissory note (the “First March 2024 Note”) for the sum of $165,000 (the “First

March 2024 Loan”) to be used for the Company’s working capital needs.

The First March 2024 Note has an original issue discount

(“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the First March 2024 Loan.

principal balance of the First March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the

First March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the First March

2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the First March 2024

Note, along with accrued interest, will be due on May 8, 2024.

The maturity date will automatically be extended for 2 month periods, unless

NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the First March 2024 Note,

at which point the end of the then current 2 month period shall be the maturity date.

If the Company

defaults on the First March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by

150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the First March 2024 Note into shares of the Company’s common stock.

The conversion

price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding

the foregoing, the conversion price will not exceed $5.13 per share.

The Company also agreed to issue 20,800 shares of common stock to

On March 15, 2024, the

Company and NextNRG entered into a promissory note (the “Second March 2024 Note”) for the sum of $165,000 (the “Second

March 2024 Loan”) to be used for the Company’s working capital needs.

The Second March 2024 Note has an original issue discount

(“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Second March 2024 Loan.

principal balance of the Second March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the

Second March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the Second March

2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Second March 2024

Note, along with accrued interest, will be due on May 15, 2024.

February 29, 2024, the Company and NextNRG entered into a promissory note (the “Third February 2024 Note”) for the sum of

$165,000 (the “Third February 2024 Loan”) to be used for the Company’s working capital needs, which has an effective

date of February 28, 2024.

The Third February 2024 Note has an original issue discount (“OID”) equal to $15,000, which is

10% of the aggregate original principal amount of the Third February 2024 Loan.

The unpaid principal balance of the Third February 2024

Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Third February 2024 Note will begin to accrue

interest on the entire balance at 18% per annum.

the Third February 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of

the Third February 2024 Note, along with accrued interest, will be due on April 28, 2024.

The maturity date will automatically be extended

for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the Third February 2024 Note, at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the Third February 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Third February 2024 Note into shares of the Company’s common stock.

The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed $5.13 per share.

The Company also agreed to issue 20,800 shares

of common stock to NextNRG.

March 8, 2024, the Company and NextNRG entered into a promissory note (the “First March 2024 Note”) for the sum of $165,000

(the “First March 2024 Loan”) to be used for the Company’s working capital needs.

The First March 2024 Note has an

original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the First March

The unpaid principal balance of the First March 2024 Note has a fixed rate of interest of 8% per annum for the first nine

months, afterward, the First March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

the First March 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

First March 2024 Note, along with accrued interest, will be due on May 8, 2024.

The maturity date will automatically be extended for

2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the First March 2024 Note, at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the First March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the First March 2024 Note into shares of the Company’s common stock.

The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed $5.13 per share.

The Company also agreed to issue 20,800 shares

of common stock to NextNRG.

March 15, 2024, the Company and NextNRG entered into a promissory note (the “Second March 2024 Note”) for the sum of $165,000

(the “Second March 2024 Loan”) to be used for the Company’s working capital needs.

The Second March 2024 Note has an

original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Second March

The unpaid principal balance of the Second March 2024 Note has a fixed rate of interest of 8% per annum for the first nine

months, afterward, the Second March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

the Second March 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

Second March 2024 Note, along with accrued interest, will be due on May 15, 2024.

The maturity date will automatically be extended for

2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the Second March 2024 Note, at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the Second March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Second March 2024 Note into shares of the Company’s common stock.

The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed $5.13 per share.

The Company also agreed to issue 20,800 shares

of common stock to NextNRG.

March 26, 2024, the Company and NextNRG entered into a promissory note (the “Third March 2024 Note”) for the sum of $110,000

(the “Third March 2024 Loan”) to be used for the Company’s working capital needs.

The Third March 2024 Note has an

original issue discount (“OID”) equal to $10,000, which is 10% of the aggregate original principal amount of the Third March

The unpaid principal balance of the Third March 2024 Note has a fixed rate of interest of 8% per annum for the first nine

months, afterward, the Third March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

the Third March 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

Third March 2024 Note, along with accrued interest, will be due on May 26, 2024.

The maturity date will automatically be extended for

2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the Third March 2024 Note, at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the Third March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Third March 2024 Note into shares of the Company’s common stock.

The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed $4.40 per share.

The Company also agreed to issue 13,889 shares

of common stock to NextNRG.

April 2, 2024, the Company and NextNRG entered into a promissory note (the “First April 2024 Note”) for the sum of $165,000

(the “First April 2024 Loan”) to be used for the Company’s working capital needs.

The First April 2024 Note has an

original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the First April

The unpaid principal balance of the First April 2024 Note has a fixed rate of interest of 8% per annum for the first nine

months, afterward, the First April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

the First April 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

First April 2024 Note, along with accrued interest, will be due on June 2, 2024.

The maturity date will automatically be extended for

2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the Second April 2024 Note, at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the First April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the First April 2024 Note into shares of the Company’s common stock.

The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed $5.00 per share.

The Company also agreed to issue 20,800 shares

of common stock to NextNRG.

April 8, 2024, the Company and NextNRG entered into a promissory note (the “Second April 2024 Note”) for the sum of $165,000

(the “Second April 2024 Loan”) to be used for the Company’s working capital needs.

The Second April 2024 Note has an

original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Second April

The unpaid principal balance of the Second April 2024 Note has a fixed rate of interest of 8% per annum for the first nine

months, afterward, the Second April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

the Second April 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

Second April 2024 Note, along with accrued interest, will be due on June 8, 2024.

The maturity date will automatically be extended for

2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the Second April 2024 Note, at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the Second April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Second April 2024 Note into shares of the Company’s common stock.

The conversion price shall be the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed $7.00 per share.

The Company also agreed to issue 20,800 shares of

common stock to NextNRG.

April 22, 2024, the Company and NextNRG entered into a promissory note (the “Third April 2024 Note”) for the sum of $165,000

(the “Third April 2024 Loan”) to be used for the Company’s working capital needs.

The Third April 2024 Note has an

original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Third April

The unpaid principal balance of the Third April 2024 Note has a fixed rate of interest of 8% per annum for the first nine

months, afterward, the Third April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

the Third April 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the

Third April 2024 Note, along with accrued interest, will be due on June 22, 2024.

The maturity date will automatically be extended for

2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend

the Third April 2024 Note, at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the Third April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid

principal, interest, penalties, and all other amounts under the Third April 2024 Note into shares of the Company’s common stock.

The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed $6.45 per share.

The Company also agreed to issue 20,800 shares

of common stock to NextNRG.

May 15, 2024, the Company and NextNRG entered into a promissory note (the “May 15 Note”) for the sum of $165,000 to be used

for the Company’s working capital needs.

The May 15 Note has an original issue discount (“OID”) equal to $15,000, which

is 10% of the aggregate original principal amount of the loan.

The unpaid principal balance of the May 15 Note has a fixed rate of interest

of 8% per annum for the first nine months, afterward, the May 15 Note will begin to accrue interest on the entire balance at 18% per

the May 15 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 15

Note, along with accrued interest, will be due on July 15, 2024.

The maturity date will automatically be extended for 2 month periods,

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second March

2024 Note, at which point the end of the then current 2 month period will be the maturity date.

If the Company defaults

on the Second March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will

be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the Second March 2024 Note into shares of the Company’s common stock.

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 15 Note,

at which point the end of the then current 2 month period will be the maturity date.

the Company defaults on the May 15 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the May 15 Note into shares of the Company’s common stock.

The conversion price

will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

shall equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding

the foregoing, the conversion price will not exceed $5.13 per share.

The Company also agreed to issue 20,800 shares of common stock to

On March 26, 2024, the

Company and NextNRG entered into a promissory note (the “Third March 2024 Note”) for the sum of $110,000 (the “Third

March 2024 Loan”) to be used for the Company’s working capital needs.

The Third March 2024 Note has an original issue discount

(“OID”) equal to $10,000, which is 10% of the aggregate original principal amount of the Third March 2024 Loan.

principal balance of the Third March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the

Third March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the Third March

2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third March 2024

Note, along with accrued interest, will be due on May 26, 2024.

the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the May 15 Note.

also agreed to issue 20,800 shares of its common stock to NextNRG.

May 20, 2024, the Company and NextNRG entered into a promissory note (the “May 20 Note”) for the sum of $165,000 to be used

for the Company’s working capital needs.

The May 20 Note has an original issue discount (“OID”) equal to $15,000, which

is 10% of the aggregate original principal amount of the loan.

The unpaid principal balance of the May 20 Note has a fixed rate of interest

of 8% per annum for the first nine months, afterward, the May 20 Note will begin to accrue interest on the entire balance at 18% per

the May 20 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 20

Note, along with accrued interest, will be due on July 20, 2024.

The maturity date will automatically be extended for 2 month periods,

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third March 2024

Note, at which point the end of the then current 2 month period shall be the maturity date.

If the Company defaults

on the Third March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will

be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the Third March 2024 Note into shares of the Company’s common stock.

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 20 Note,

at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the May 20 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the May 20 Note into shares of the Company’s common stock.

The conversion price

1 unchanged sentence

Notwithstanding

the foregoing, the conversion price will not exceed $4.40 per share.

The Company also agreed to issue 13,889 shares of common stock to

On April 2, 2024, the

Company and NextNRG entered into a promissory note (the “First April 2024 Note”) for the sum of $165,000 (the “First

April 2024 Loan”) to be used for the Company’s working capital needs.

The First April 2024 Note has an original issue discount

(“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the First April 2024 Loan.

principal balance of the First April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the

First April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the First April

2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the First April 2024

Note, along with accrued interest, will be due on June 2, 2024.

the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the May 20 Note.

also agreed to issue 20,800 shares of its common stock to NextNRG.

May 22, 2024, the Company and NextNRG executed a letter agreement under which NextNRG agreed that all outstanding Company notes held

by NextNRG will not automatically mature upon closing of this offering as previously contemplated.

May 28, 2024, the Company and NextNRG entered into a promissory note (the “May 28 Note”) for the sum of $110,000 to be used

for the Company’s working capital needs.

The May 28 Note has an original issue discount (“OID”) equal to $10,000, which

is 10% of the aggregate original principal amount of the loan.

The unpaid principal balance of the May 28 Note has a fixed rate of interest

of 8% per annum for the first nine months, afterward, the May 28 Note will begin to accrue interest on the entire balance at 18% per

the May 28 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28

Note, along with accrued interest, will be due on July 20, 2024.

The maturity date will automatically be extended for 2 month periods,

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second April

2024 Note, at which point the end of the then current 2 month period shall be the maturity date.

If the Company defaults

on the First April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will

be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the First April 2024 Note into shares of the Company’s common stock.

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 28 Note,

at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the May 28 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the May 28 Note into shares of the Company’s common stock.

The conversion price

1 unchanged sentence

Notwithstanding

the foregoing, the conversion price will not exceed $5.00 per share.

The Company also agreed to issue 20,800 shares of common stock to

On April 8, 2024, the

Company and NextNRG entered into a promissory note (the “Second April 2024 Note”) for the sum of $165,000 (the “Second

April 2024 Loan”) to be used for the Company’s working capital needs.

The Second April 2024 Note has an original issue discount

(“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Second April 2024 Loan.

principal balance of the Second April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the

Second April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the Second April

2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Second April 2024

Note, along with accrued interest, will be due on June 8, 2024.

The maturity date will automatically be extended for 2 month periods,

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second April

2024 Note, at which point the end of the then current 2 month period will be the maturity date.

If the Company defaults

on the Second April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will

be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the Second April 2024 Note into shares of the Company’s common stock.

The conversion price

shall be the greater of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding

the foregoing, the conversion price will not exceed $7.00 per share.

The Company also agreed to issue 20,800 shares of common stock to

On April 22, 2024, the

Company and NextNRG entered into a promissory note (the “Third April 2024 Note”) for the sum of $165,000 (the “Third

April 2024 Loan”) to be used for the Company’s working capital needs.

The Third April 2024 Note has an original issue discount

(“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Third April 2024 Loan.

principal balance of the Third April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the

Third April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the Third April

2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third April 2024

Note, along with accrued interest, will be due on June 22, 2024.

the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the May 28 Note.

also agreed to issue 13,889 shares of its common stock to NextNRG.

June 10, 2024, the Company and NextNRG entered into a promissory note (the “June 10 Note”) for the sum of $165,000 to be

used for the Company’s working capital needs.

The June 10 Note has an original issue discount (“OID”) equal to $15,000,

which is 10% of the aggregate original principal amount of the loan.

The unpaid principal balance of the June 10 Note has a fixed rate

of interest of 8% per annum for the first nine months, afterward, the June 10 Note will begin to accrue interest on the entire balance

at 18% per annum.

the June 10 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28

Note, along with accrued interest, will be due on August 10, 2024.

The maturity date will automatically be extended for 2 month periods,

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third April 2024

Note, at which point the end of the then current 2 month period will be the maturity date.

If the Company defaults

on the Third April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will

be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest,

penalties, and all other amounts under the Third April 2024 Note into shares of the Company’s common stock.

unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the June 10 Note,

at which point the end of the then current 2 month period shall be the maturity date.

the Company defaults on the June 10 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the June 10 Note into shares of the Company’s common stock.

The conversion price

1 unchanged sentence

Notwithstanding

the foregoing, the conversion price will not exceed $6.45 per share.

The Company also agreed to issue 20,800 shares of common stock to

On May 15, 2024, the

Company and NextNRG entered into a promissory note (the “May 15 Note”) for the sum of $165,000 to be used for the Company’s

working capital needs.

The May 15 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate

original principal amount of the loan.

The unpaid principal balance of the May 15 Note has a fixed rate of interest of 8% per annum for

the first nine months, afterward, the May 15 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the May 15 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 15 Note, along with

accrued interest, will be due on July 15, 2024.

The maturity date will automatically be extended for 2 month periods, unless NextNRG sends

10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 15 Note, at which point the end

of the then current 2 month period will be the maturity date.

If the Company defaults

on the May 15 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately

due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and

all other amounts under the May 15 Note into shares of the Company’s common stock.

The conversion price shall equal the greater

of the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion

price will not exceed the closing price of the common stock on the date of the May 15 Note.

The Company also agreed to issue 20,800 shares

of its common stock to NextNRG.

On May 20, 2024, the

Company and NextNRG entered into a promissory note (the “May 20 Note”) for the sum of $165,000 to be used for the Company’s

working capital needs.

The May 20 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate

original principal amount of the loan.

The unpaid principal balance of the May 20 Note has a fixed rate of interest of 8% per annum for

the first nine months, afterward, the May 20 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the May 20 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 20 Note, along with

accrued interest, will be due on July 20, 2024.

The maturity date will automatically be extended for 2 month periods, unless NextNRG sends

10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 20 Note, at which point the end

of the then current 2 month period shall be the maturity date.

If the Company defaults

on the May 20 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately

due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and

all other amounts under the May 20 Note into shares of the Company’s common stock.

The conversion price will equal the greater of

the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion

price will not exceed the closing price of the common stock on the date of the May 20 Note.

The Company also agreed to issue 20,800 shares

of its common stock to NextNRG.

On May 22, 2024, the

Company and NextNRG executed a letter agreement under which NextNRG agreed that all outstanding Company notes held by NextNRG will not

automatically mature upon closing of this offering as previously contemplated.

On May 28, 2024, the Company and NextNRG

entered into a promissory note (the “May 28 Note”) for the sum of $110,000 to be used for the Company’s working capital

The May 28 Note has an original issue discount (“OID”) equal to $10,000, which is 10% of the aggregate original principal

amount of the loan.

The unpaid principal balance of the May 28 Note has a fixed rate of interest of 8% per annum for the first nine months,

afterward, the May 28 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the May 28 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28 Note, along with

accrued interest, will be due on July 20, 2024.

The maturity date will automatically be extended for 2 month periods, unless NextNRG sends

10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 28 Note, at which point the end

of the then current 2 month period shall be the maturity date.

If the Company defaults

on the May 28 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately

due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and

all other amounts under the May 28 Note into shares of the Company’s common stock.

The conversion price will equal the greater of

the average VWAP over the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion

price will not exceed the closing price of the common stock on the date of the May 28 Note.

The Company also agreed to issue 13,889 shares

of its common stock to NextNRG.

On June 10, 2024, the

Company and NextNRG entered into a promissory note (the “June 10 Note”) for the sum of $165,000 to be used for the Company’s

working capital needs.

The June 10 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate

original principal amount of the loan.

The unpaid principal balance of the June 10 Note has a fixed rate of interest of 8% per annum for

the first nine months, afterward, the June 10 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the June 10 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28 Note, along with

accrued interest, will be due on August 10, 2024.

The maturity date will automatically be extended for 2 month periods, unless NextNRG

sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the June 10 Note, at which point

the end of the then current 2 month period shall be the maturity date.

If the Company defaults on the June 10 Note, (i)

the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG

will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under

the June 10 Note into shares of the Company’s common stock.

The conversion price will equal the greater of the average VWAP over

the ten (10) trading day period prior to the conversion date;

Notwithstanding the foregoing, the conversion price will not exceed

the closing price of the common stock on the date of the June 10 Note.

The Company also agreed to issue 20,800 shares of its common stock

On June 24, 2024, the Company and NextNRG Holding

(formerly Next Charging, LLC) (“NextNRG”) entered into a promissory note (the “June 24 Note”) for the sum

of $165,000 to be used for the Company’s working capital needs.

The Company also issued 20,800 shares of its common stock to NextNRG

as commitment fee shares for the June 24 Note.

On July 5, 2024, the Company and NextNRG entered

into a promissory note (the “July 5 Note”) for the sum of $165,000 to be used for the Company’s working capital needs.

The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 5 Note.

On July 10, 2024, the Company and NextNRG entered

into a promissory note (the “July 10 Note”) for the sum of $165,000 to be used for the Company’s working capital needs.

The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 10 Note.

On July 22, 2024, the Company issued a promissory

note (the “July 22 Note”) to NextNRG for the sum of $165,000 to be used for the Company’s working capital needs.

Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 22 Note.

On August 6, 2024, the Company and NextNRG entered

into a promissory note (the “August 6 Note”) for the sum of $165,000 to be used for the Company’s working capital needs.

The Company also issued 53,500 shares of its common stock to NextNRG as commitment fee shares for the August 6 Note.

On August 14, 2024, the Company and NextNRG entered

into a promissory note (the “August 14 Note”) for the sum of $165,000 to be used for the Company’s working capital needs.

The Company also issued 53,500 shares of its common stock to NextNRG as commitment fee shares for the August 14 Note.

Michael Farkas is the

chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company’s outstanding shares of common

Exchange Agreement with Related Party

On August 16, 2024, the Company entered into an

Exchange Agreement (the “Next Exchange Agreement”) by and between the Company and NextNRG.

Pursuant to the terms and conditions

of the Next Exchange Agreement, the promissory notes of the Company listed in the table below which were then issued to NextNRG (as set

forth in the Next Exchange Agreement) were exchanged and converted into an aggregate of 3,525,341 shares of common stock of the Company.

the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the June 10 Note.

also agreed to issue 20,800 shares of its common stock to NextNRG.

June 24, 2024, the Company and NextNRG Holding Corp.

(formerly Next Charging, LLC) (“NextNRG”) entered into a promissory

note (the “June 24 Note”) for the sum of $165,000 to be used for the Company’s working capital needs.

The Company also

issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the June 24 Note.

July 5, 2024, the Company and NextNRG entered into a promissory note (the “July 5 Note”) for the sum of $165,000 to be used

for the Company’s working capital needs.

The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee

shares for the July 5 Note.

July 10, 2024, the Company and NextNRG entered into a promissory note (the “July 10 Note”) for the sum of $165,000 to be

used for the Company’s working capital needs.

The Company also issued 20,800 shares of its common stock to NextNRG as commitment

fee shares for the July 10 Note.

July 22, 2024, the Company issued a promissory note (the “July 22 Note”) to NextNRG for the sum of $165,000 to be used for

the Company’s working capital needs.

The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares

for the July 22 Note.

August 6, 2024, the Company and NextNRG entered into a promissory note (the “August 6 Note”) for the sum of $165,000 to be

used for the Company’s working capital needs.

The Company also issued 53,500 shares of its common stock to NextNRG as commitment

fee shares for the August 6 Note.

August 14, 2024, the Company and NextNRG entered into a promissory note (the “August 14 Note”) for the sum of $165,000 to

be used for the Company’s working capital needs.

The Company also issued 53,500 shares of its common stock to NextNRG as commitment

fee shares for the August 14 Note.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding

shares of common stock.

September 18, 2025, the Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael

Farkas, pursuant to which the Company agreed to issue 1,000,000 restricted shares of its common stock at a price of $1.67 per share

in exchange for the conversion of $1,670,000 of outstanding related party indebtedness.

December 2, 2025, the Company issued 2,000,000 shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael

Farkas, in connection with the conversion of $2,080,000 in accrued interest on related party indebtedness.

The shares were issued

at a conversion price of $1.04 per share.

The issuance was conducted as a private transaction and was exempt from registration under

Section 4(a)(2) of the Securities Act of 1933, as amended.

No underwriters were engaged in the transaction, and no underwriting discounts

or commissions were paid.

the year ended December 31, 2025, the Company entered into promissory notes with its Chief Executive Officer and Executive Chairman,

Farkas, with principal amounts of $2,001,594.

Agreement with Related Party

August 16, 2024, the Company entered into an Exchange Agreement (the “Next Exchange Agreement”) by and between the Company

Pursuant to the terms and conditions of the Next Exchange Agreement, the promissory notes of the Company listed in the table

below which were then issued to NextNRG (as set forth in the Next Exchange Agreement) were exchanged and converted into an aggregate

of 3,525,341 shares of common stock of the Company.

Current Outstanding Principal Amount

30 unchanged sentences

August 14, 2024

Michael Farkas is the chief executive officer

of NextNRG and is the beneficial holder of approximately 68.14% of the Company’s outstanding shares of common stock.

Stock Purchase Agreement with Related

On August 16, 2024, the Company entered into a

Stock Purchase Agreement (the “SPA”) by and between the Company and NextNRG Holding Corp., a Nevada corporation (“Next”).

Pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), the Company agreed to issue and sell to Next,

and Next agreed to purchase from the Company, 140,000 shares of Series B Convertible Preferred Stock of the Company (“Series B Preferred

Stock”) for a purchase price of $10.00 per Share, and a resulting total purchase price of $1,400,000.

Michael Farkas is the chief executive officer

of NextNRG and is the beneficial holder of approximately 68.14% of the Company’s outstanding shares of common stock.

Entry into Material Definitive Agreement, as

amended, with Related Party

On August 10, 2023, the

Company, the shareholders (the “Next NRG Shareholders”) of NextNRG Holding Corp.

(formerly Next Charging LLC (“NextNRG”))

and Michael Farkas, as the representative of the NextNRG Shareholders, entered into an exchange agreement, on November 2, 2023, the Company,

the NextNRG Shareholders, NextNRG, and Mr.

Farkas entered into an amended and restated exchange agreement, and on June 11, 2024, the Company,

the NextNRG Shareholders, NextNRG and Mr.

Farkas entered into a second amended and restated exchange agreement (as amended and restated,

the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the NextNRG Shareholders 100% of the shares

of NextNRG (the “NextNRG Shares”) in exchange for the issuance (the “Share Exchange”) by the Company to the NextNRG

Shareholders of an aggregate of 40,000,000 shares of common stock of the Company.

The Exchange Agreement provides that in the event NextNRG

completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”), prior to the closing, then 28,000,000 shares will

vest on the closing date, and the remaining 12,000,000 shares will be subject to vesting or forfeiture and in the event NextNRG did not

complete such acquisition prior to the closing, then 14,000,000 shares would vest on the closing date, and the remaining 26,000,000 shares

would be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

NextNRG completed the acquisition of SEI on January

As an additional condition

to be satisfied prior to the closing, NextNRG is also required to take actions to record the assignment to itself of a patent mentioned

in the Exchange Agreement.

On July 22, 2024, the Company and the Shareholders’

Representative entered into the first amendment to the Second Amended and Restated Exchange Agreement (“First Amendment Agreement”)

to add a new section 2.10 to the Second Amended and Restated Exchange Agreement.

The new section 2.10 provides that, in the event that

the Company at any time prior to the Closing undertakes any forward split of the common stock, or any reverse split of the common stock,

any references to numbers of shares of common stock as set forth in the Second Amended and Restated Exchange Agreement shall be deemed

automatically updated and amended at such time to equitably account therefor.

Further, in the event the Company undertakes any forward

split of the common stock or any reverse split of the common stock following the Closing, any references to any of numbers of Exchange

Shares as set forth in the Second Amended and Restated Exchange Agreement shall be deemed similarly automatically adjusted to the extent

still applicable, including, without limitation to the numbers of Exchange Shares vesting or being forfeited pursuant to the terms and

conditions of the Second Amended and Restated Exchange Agreement.

On September 25, 2024, the Company and the Shareholders’

Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment Agreement”)

to change the number of the Company’s common stock shares to be issued to the NextNRG Shareholders by the Company in exchange for

100% of the shares of NextNRG to 100,000,000 shares of the Company’s common stock.

The Second Amendment Agreement also provides that

in the event NextNRG completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”), prior to the closing, then

50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares

subject to vesting or forfeiture, the “Restricted Shares”).

As noted above, NextNRG completed the acquisition of SEI on January

19, 2024, and thus 50,000,000 will vest on the closing date, and 50,000,000 Restricted Shares will be subject to vesting or forfeiture.

25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company commercially deploying the third solar, wireless

electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Exchange Agreement)

and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual revenues exceeding $100

million, the Company completing projects with deployment costs greater than $100 million, or the Company completing a capital raise greater

than $25 million.

The Second Amendment Agreement also provides that

prior to the Closing, NextNRG may issue additional shares of NextNRG Stock to one or more additional persons and, in such event, such

persons will execute a joinder to the Exchange Agreement and will become a party thereto.

In addition, prior to the Closing, subject to

the approval of the Shareholders’ Representative, certain shareholders of NextNRG may transfer their shares of NextNRG Stock to

persons who are currently shareholders of NextNRG or who would become new shareholders of NextNRG.

The Second Amendment Agreement also provides that

the Company will undertake such actions as needed to obtain the approval of the stockholders of the Company for the adoption and approval

of the Exchange Agreement, as amended, and the transactions contemplated thereby including the issuance of the Company’s common

stock thereunder.

At closing, the Company

has agreed to appoint Mr.

Farkas to the board of directors as Executive Chairman and to appoint him Chief Executive Officer of the Company.

At closing, the Company has also agreed to appoint Joel Kleiner, the Chief Financial Officer of NextNRG, as the Chief Financial Officer

of the Company.

The closing of the transactions contemplated under the Exchange Agreement are subject to certain customary closing conditions,

including (i) that the Company file a Certificate of Amendment with the Secretary of State of the State of Delaware to increase its authorized

common stock from 50,000,000 shares to 500,000,000 shares (ii) the receipt of the requisite third-party consents, and (iii) compliance

with the rules and regulations of The Nasdaq Stock Market (“Nasdaq”), which includes the filing of an Initial Listing Application

with Nasdaq and approval of such application by Nasdaq.

In addition, while the stockholders of the Company have provided written consent

approving the Second Amendment Agreement in September 2024 pursuant to Nasdaq Rule 5635, the effectiveness of such written consent was

dependent upon the dissemination of a definitive Information Statement on Schedule 14C, which the Company completed in November 2024.

Upon consummation of the transactions contemplated by the Exchange Agreement, NextNRG will become a wholly-owned subsidiary of the Company.

Except as provided above,

there were no transactions since the beginning of the Company’s last fiscal year, or

any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in

which any related person had or will have a direct or indirect material interest.

Recent Promissory

Notes with Related Party

Promissory Note dated

December 2, 2024

On December 2, 2024,

the Company and NextNRG entered into a promissory note (the “December 2 Note”) for the sum of $715,000 to be used for the

Company’s working capital needs.

The December 2 Note has an original issue discount (“OID”) equal to $65,000.

principal balance of the December 2 Note has a fixed rate of interest of 8% per annum.

Unless the December 2 Note is otherwise accelerated,

or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along with accrued interest, will

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding

shares of common stock.

Purchase Agreement with Related Party

August 16, 2024, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between the Company and NextNRG Holding

Corp., a Nevada corporation (“Next”).

Pursuant to the terms and conditions of the SPA, at the Closing (as defined in the

SPA), the Company agreed to issue and sell to Next, and Next agreed to purchase from the Company, 140,000 shares of Series B Convertible

Preferred Stock of the Company (“Series B Preferred Stock”) for a purchase price of $10.00 per Share, and a resulting total

purchase price of $1,400,000.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding

shares of common stock.

into Material Definitive Agreement, as amended, with Related Party

August 10, 2023, the Company, the shareholders (the “Next NRG Shareholders”) of NextNRG Holding Corp.

(formerly Next Charging

LLC (“NextNRG”)) and Michael Farkas, as the representative of the NextNRG Shareholders, entered into an exchange agreement,

on November 2, 2023, the Company, the NextNRG Shareholders, NextNRG, and Mr.

Farkas entered into an amended and restated exchange agreement,

and on June 11, 2024, the Company, the NextNRG Shareholders, NextNRG and Mr.

Farkas entered into a second amended and restated exchange

agreement (as amended and restated, the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the NextNRG

Shareholders 100% of the shares of NextNRG (the “NextNRG Shares”) in exchange for the issuance (the “Share Exchange”)

by the Company to the NextNRG Shareholders of an aggregate of 40,000,000 shares of common stock of the Company.

The Exchange Agreement

provides that in the event NextNRG completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”), prior to the

closing, then 28,000,000 shares will vest on the closing date, and the remaining 12,000,000 shares will be subject to vesting or forfeiture

and in the event NextNRG did not complete such acquisition prior to the closing, then 14,000,000 shares would vest on the closing date,

and the remaining 26,000,000 shares would be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted

completed the acquisition of SEI on January 19, 2024.

an additional condition to be satisfied prior to the closing, NextNRG is also required to take actions to record the assignment to itself

of a patent mentioned in the Exchange Agreement.

July 22, 2024, the Company and the Shareholders’ Representative entered into the first amendment to the Second Amended and Restated

Exchange Agreement (“First Amendment Agreement”) to add a new section 2.10 to the Second Amended and Restated Exchange Agreement.

The new section 2.10 provides that, in the event that the Company at any time prior to the Closing undertakes any forward split of the

common stock, or any reverse split of the common stock, any references to numbers of shares of common stock as set forth in the Second

Amended and Restated Exchange Agreement shall be deemed automatically updated and amended at such time to equitably account therefor.

Further, in the event the Company undertakes any forward split of the common stock or any reverse split of the common stock following

the Closing, any references to any of numbers of Exchange Shares as set forth in the Second Amended and Restated Exchange Agreement shall

be deemed similarly automatically adjusted to the extent still applicable, including, without limitation to the numbers of Exchange Shares

vesting or being forfeited pursuant to the terms and conditions of the Second Amended and Restated Exchange Agreement.

September 25, 2024, the Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and

Restated Exchange Agreement (“Second Amendment Agreement”) to change the number of the Company’s common stock shares

to be issued to the NextNRG Shareholders by the Company in exchange for 100% of the shares of NextNRG to 100,000,000 shares of the Company’s

common stock.

Second Amendment Agreement also provides that in the event NextNRG completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”),

prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting

or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

As noted above, NextNRG completed

the acquisition of SEI on January 19, 2024, and thus 50,000,000 will vest on the closing date, and 50,000,000 Restricted Shares will

be subject to vesting or forfeiture.

25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company commercially

deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically

defined under the Exchange Agreement) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either

reaching annual revenues exceeding $100 million, the Company completing projects with deployment costs greater than $100 million, or

the Company completing a capital raise greater than $25 million.

Second Amendment Agreement also provides that prior to the Closing, NextNRG may issue additional shares of NextNRG Stock to one or more

additional persons and, in such event, such persons will execute a joinder to the Exchange Agreement and will become a party thereto.

In addition, prior to the Closing, subject to the approval of the Shareholders’ Representative, certain shareholders of NextNRG

may transfer their shares of NextNRG Stock to persons who are currently shareholders of NextNRG or who would become new shareholders

Second Amendment Agreement also provides that the Company will undertake such actions as needed to obtain the approval of the stockholders

of the Company for the adoption and approval of the Exchange Agreement, as amended, and the transactions contemplated thereby including

the issuance of the Company’s common stock thereunder.

closing, the Company has agreed to appoint Mr.

Farkas to the board of directors as Executive Chairman and to appoint him Chief Executive

Officer of the Company.

At closing, the Company has also agreed to appoint Joel Kleiner, the Chief Financial Officer of NextNRG, as the

Chief Financial Officer of the Company.

The closing of the transactions contemplated under the Exchange Agreement are subject to certain

customary closing conditions, including (i) that the Company file a Certificate of Amendment with the Secretary of State of the State

of Delaware to increase its authorized common stock from 50,000,000 shares to 500,000,000 shares (ii) the receipt of the requisite third-party

consents, and (iii) compliance with the rules and regulations of The Nasdaq Stock Market (“Nasdaq”), which includes the filing

of an Initial Listing Application with Nasdaq and approval of such application by Nasdaq.

In addition, while the stockholders of the

Company have provided written consent approving the Second Amendment Agreement in September 2024 pursuant to Nasdaq Rule 5635, the effectiveness

of such written consent was dependent upon the dissemination of a definitive Information Statement on Schedule 14C, which the Company

completed in November 2024.

Upon consummation of the transactions contemplated by the Exchange Agreement, NextNRG will become a wholly-owned

subsidiary of the Company.

as provided above, there were no transactions since the beginning of the Company’s

last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds

$120,000, and in which any related person had or will have a direct or indirect material interest.

Promissory Notes with Related Party

Note dated December 2, 2024

December 2, 2024, the Company and NextNRG entered into a promissory note (the “December 2 Note”) for the sum of $715,000

to be used for the Company’s working capital needs.

The December 2 Note has an original issue discount (“OID”) equal

The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum.

Unless the December 2 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along

with accrued interest, will be due and payable in full on December 2, 2025.

If the Company defaults on the December 2 Note, the unpaid

principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due.

Upon default, NextNRG

will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under

the December 2 Note into fully paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the

greater of the average VWAP over the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq

Capital Market on the date of the December 2 Note.

The Company and NextNRG have agreed that the total cumulative number of common stock

issued to NextNRG under the December 2 Note, together with all other transaction documents may not exceed the requirements of Nasdaq

Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval.

the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining

outstanding balance of this December 2 Note must be repaid in cash at the request of NextNRG.

The December 2 Note contains a protection

for NextNRG in the event the Company effectuates a split of its common stock.

In the event of a stock split, if the December 2 Note is

issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note

will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 3, 2024

December 3, 2024, the Company and NextNRG entered into a promissory note (the “December 3 Note”) for the sum of $275,000

to be used for the Company’s working capital needs.

The December 3 Note has an original issue discount (“OID”) equal

The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum.

Unless the December 3 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along

with accrued interest, will be due and payable in full on December 3, 2025.

If the Company defaults on the December 3 Note, the unpaid

principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due.

Upon default, NextNRG

will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under

the December 3 Note into fully paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the

greater of the average VWAP over the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq

Capital Market on the date of the December 3 Note.

The Company and Next have agreed that the total cumulative number of common stock

issued to Next under this Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule

5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval.

If the Company

is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding

balance of this December 3 Note must be repaid in cash at the request of Next.

The December 3 Note contains a protection for Next in

the event the Company effectuates a split of its common stock.

In the event of a stock split, if the December 3 Note is issued and outstanding

and has not been converted, then the number of shares and the price for any conversion under the December 3 Note will be adjusted by

the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 17, 2024

December 17, 2024, the Company and NextNRG entered into a promissory note (the “December 17 Note”) for the sum of $580,000

to be used for the Company’s working capital needs.

The unpaid principal balance of the December 17 Note has a fixed rate of interest

of 8% per annum.

Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein,

the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025.

As part of the

promissory note, the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase

of equipment.

If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due.

Upon default, NextNRG will have the right to convert all or any part of the outstanding and

unpaid principal, interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of

the Company’s common stock.

The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period

prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not

exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 17 Note.

and NextNRG have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other transaction

documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation

will not apply following shareholder approval.

If the Company is unable to obtain shareholder approval to issue common stock to Next

in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request

The December 17 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock.

the event of a stock split, if the December 17 Note is issued and outstanding and has not been converted, then the number of shares and

the price for any conversion under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision,

split, reverse split.

Note, dated as of December 30, 2024

December 30, 2024, the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000

to be used for the Company’s working capital needs, including without limitation the purchase of equipment.

The unpaid principal

balance of the December 30 Note has a fixed rate of interest of 8% per annum.

Unless the December 30 Note is otherwise accelerated, or

extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will

be due and payable in full on December 30, 2025.

4 unchanged sentences

paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the greater of the average VWAP over

the five (5) Trading Day period prior to the conversion date;

The conversion price shall equal the greater of the average VWAP

over the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing,

the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of

the December 2 Note.

The Company and NextNRG have agreed that the total cumulative number of common stock issued to NextNRG under the

the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date

of the December 30 Note.

The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the

December 30 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq

1 unchanged sentence

If the Company is unable to obtain shareholder

approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 2 Note

must be repaid in cash at the request of NextNRG.

The December 2 Note contains a protection for NextNRG in the event the Company effectuates

a split of its common stock.

In the event of a stock split, if the December 2 Note is issued and outstanding and has not been converted,

then the number of shares and the price for any conversion under the December 2 Note will be adjusted by the same ratios or multipliers

of, any such subdivision, split, reverse split.

Promissory Note dated

December 3, 2024

On December 3, 2024,

the Company and NextNRG entered into a promissory note (the “December 3 Note”) for the sum of $275,000 to be used for the

Company’s working capital needs.

The December 3 Note has an original issue discount (“OID”) equal to $25,000.

principal balance of the December 3 Note has a fixed rate of interest of 8% per annum.

Unless the December 3 Note is otherwise accelerated,

or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along with accrued interest, will

be due and payable in full on December 3, 2025.

If the Company defaults on the December 3 Note, the unpaid principal and interest sums,

along with all other amounts payable, multiplied by 150% will be immediately due.

Upon default, NextNRG will have the right to convert

all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 3 Note into fully

paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the greater of the average VWAP over

the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing,

the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of

the December 3 Note.

The Company and Next have agreed that the total cumulative number of common stock issued to Next under this Note,

together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”),

except that such limitation will not apply following shareholder approval.

If the Company is unable to obtain shareholder approval to

issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 3 Note must be

repaid in cash at the request of Next.

The December 3 Note contains a protection for Next in the event the Company effectuates a split

of its common stock.

In the event of a stock split, if the December 3 Note is issued and outstanding and has not been converted, then

the number of shares and the price for any conversion under the December 3 Note will be adjusted by the same ratios or multipliers of,

any such subdivision, split, reverse split.

Promissory Note dated

December 17, 2024

On December 17, 2024,

the Company and NextNRG entered into a promissory note (the “December 17 Note”) for the sum of $580,000 to be used for the

Company’s working capital needs.

The unpaid principal balance of the December 17 Note has a fixed rate of interest of 8% per annum.

Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of

the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025.

As part of the promissory note,

the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase of equipment.

If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied

by 150% will be immediately due.

Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,

interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of the Company’s

common stock.

The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period prior to the conversion

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not exceed the closing price

of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 17 Note.

The Company and NextNRG have agreed

that the total cumulative number of common stock issued to Next under this Note, together with all other transaction documents may not

exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following

shareholder approval.

If the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99%

Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request of Next.

The December 17 Note

contains a protection for NextNRG in the event the Company effectuates a split of its common stock.

In the event of a stock split, if

the December 17 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion

under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

Promissory Note, dated as of December 30, 2024

On December 30, 2024,

the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000 to be used for the

Company’s working capital needs, including without limitation the purchase of equipment.

The unpaid principal balance of the December

30 Note has a fixed rate of interest of 8% per annum.

Unless the December 30 Note is otherwise accelerated, or extended in accordance

with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will be due and payable in full

on December 30, 2025.

If the Company defaults on the December 30 Note, the unpaid principal and interest sums, along with all other amounts

payable, multiplied by 150% will be immediately due.

Upon default, NextNRG will have the right to convert all or any part of the outstanding

and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully paid and non-assessable shares

of the Company’s common stock.

The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period

prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not

exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 30 Note.

and NextNRG have agreed that the total cumulative number of common stock issued to Next under the December 30 Note, together with all

other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that

such limitation will not apply following shareholder approval.

If the Company is unable to obtain shareholder approval to issue common

stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December 30 Note must be repaid in

cash at the request of NextNRG.

The December 30 Note contains a protection for NextNRG in the event the Company effectuates a split of

its common stock.

In the event of a stock split, if the December 30 Note is issued and outstanding and has not been converted, then the

number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios or multipliers of, any

such subdivision, split, reverse split.

Michael Farkas is the

chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company’s outstanding shares of common

Shareholder Approval

The holders of a majority

of the Company’s voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025, pursuant to Section

228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the following corporate actions

(the “Authorizations”):

the possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note, dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15, 2025, this note was repaid in February 2025;

the possible issuance of

$5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December 26, 2024, by and between

the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as of January 15, 2025, in

the event that such promissory note is not repaid on or before February 23, 2025.

The note was extended to March 23, 2025, and in

exchange for the extension of the maturity date, the Company paid a fee of $200,000;

the possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024.

Such consents were obtained in compliance with

Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require in relevant part that the Company may not issue shares of its common

stock (or securities convertible into or exercisable for common stock) in other than public offerings or in connection an acquisition

without stockholder approval if the aggregate number of shares of common stock issued would be equal to or greater than 20% of the Company’s

issued and outstanding shares of common stock as of the date of issuance.

The Company has filed with the Commission a definitive information

statement under cover of Schedule 14C in respect of the Authorizations and expects to disseminate such information statement as soon as

reasonably practicable.

Director Independence

Jack Leibler, Bennet Kurtz, and Sean Oppen are

each “independent” within the meaning of Nasdaq Rule 5605(b)(1).

Accountant Fees and Services

Audit fees consist of

fees for professional services rendered for the audit of the Company’s consolidated financial statements included in the Company’s

Annual Report on Form 10-K, the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and for

services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

The aggregate fees

billed for professional services rendered by our former independent public accounting firm, M&K CPAs, PLLC, Houston, TX, for audit

and review services for the fiscal year ended December 31, 2024 were approximately $106,175.

The aggregate fees billed for

professional services rendered by M&K CPAs, PLLC for audit and review services for the fiscal year ended December 31, 2023 was approximately

Fees paid to M&K CPAs, PLLC associated with

tax compliance services were $0 in 2024 and $0 in 2023.

Fees paid to M&K CPAs, PLLC associated with

tax consultation services were $0 in 2024 and $0 in 2023.

All Other Fees

There were fees billed

for professional services rendered by our principal accountant, M&K CPAs, PLLC, associated with the Company’s S-1 filings, consents

and comfort letters approximating $37,000 for the year ended December 31, 2024.

Administration of

the Engagement;

approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December

30 Note must be repaid in cash at the request of NextNRG.

The December 30 Note contains a protection for NextNRG in the event the Company

effectuates a split of its common stock.

In the event of a stock split, if the December 30 Note is issued and outstanding and has not

been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios

or multipliers of, any such subdivision, split, reverse split.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding

shares of common stock.

holders of a majority of the Company’s voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025,

pursuant to Section 228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the

following corporate actions (the “Authorizations”):

possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note,

dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15,

2025, this note was repaid in February 2025;

possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December

26, 2024, by and between the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as

of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025.

The note was extended to

March 23, 2025, and in exchange for the extension of the maturity date, the Company paid a fee of $200,000;

possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding

Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024.

consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require in relevant part that

the Company may not issue shares of its common stock (or securities convertible into or exercisable for common stock) in other than public

offerings or in connection an acquisition without stockholder approval if the aggregate number of shares of common stock issued would

be equal to or greater than 20% of the Company’s issued and outstanding shares of common stock as of the date of issuance.

Leibler, Bennet Kurtz, and Sean Oppen are “independent” within the meaning of Nasdaq Rule 5605(b)(1).

Principal Accountant Fees and Services

fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included

in the Company’s Annual Report on Form 10-K, the review of financial statements included in the Company’s Quarterly Reports

on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

The aggregate fees billed for professional services rendered by our former independent public accounting firm, M&K CPAs, PLLC, Houston,

TX, for audit and review services for the fiscal year ended December 31, 2025 were approximately $137,675.

The aggregate fees billed

for professional services rendered by M&K CPAs, PLLC for audit and review services for the fiscal year ended December 31, 2024 were approximately $106,175.

paid to M&K CPAs, PLLC associated with tax compliance services were $0 in 2025 and $0 in 2024.

paid to M&K CPAs, PLLC associated with tax consultation services were $0 in 2025 and $0 in 2024.

were fees billed for professional services rendered by our principal accountant, M&K CPAs, PLLC, associated with the

Company’s S-1 filings, consents and comfort letters approximating $65,000 and $37,000 for the years ended December 31, 2025 and

December 31, 2024 respectively.

Administration

of the Engagement;

Pre-Approval of Audit and Permissible Non-Audit Services

The Company’s Audit

Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all audit or permissible non-audit

services provided by the Company’s independent auditors.

Our Audit Committee, approved, in advance, all work performed for the years

ended December 31, 2024 and December 31, 2023, by our principal accountant, M&K CPAs, PLLC.

The Audit Committee may establish, either

on an ongoing or case-by-case basis, pre-approval policies and procedures providing for delegated authority to approve the engagement

of the independent registered public accounting firm, provided that the policies and procedures are detailed as to the particular services

to be provided, the Audit Committee is informed about each service, and the policies and procedures do not result in the delegation of

the Audit Committee’s authority to management.

In accordance with these procedures, the Audit Committee pre-approved all services

performed by M&K CPAs, PLLC.

Company’s Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all audit

or permissible non-audit services provided by the Company’s independent auditors.

Our Audit Committee, approved, in advance, all

work performed for the years ended December 31, 2025 and December 31, 2024, by our principal accountant, M&K CPAs, PLLC.

Audit Committee may establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures providing for delegated

authority to approve the engagement of the independent registered public accounting firm, provided that the policies and procedures are

detailed as to the particular services to be provided, the Audit Committee is informed about each service, and the policies and procedures

do not result in the delegation of the Audit Committee’s authority to management.

In accordance with these procedures, the Audit

Committee pre-approved all services performed by M&K CPAs, PLLC.

Exhibits, Financial Statement Schedules

a) Financial Statements

Financial statements for our Company are listed in the index under Item 8 of this document.

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Financial Statements

statements for our Company are listed in the index under Item 8 of this document.

financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the

financial statements or notes thereto.

Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021.

24 unchanged sentences

Promissory Note dated June 25, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated July 26, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated July 26, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated August 18, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated August 19, 2021 issued to Hutton Capital Management, incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement, incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.

184 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 21, 2025).

Insider Trading Policy

Clawback Policy (incorporated by reference to 10-K filed April 1, 2024).

Fee Agreement dated as of March 25, 2025 by and between the registrant and Michael D.

Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 28, 2025).

Sale of Future Receipts Agreement, dated March 24, 2025, by and between the registrant and Redstone Advance Inc.

(incorporated by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025).

Future Receivables Sale and Purchase Agreement, dated March 25, 2025, by and between the registrant and Funderzgroup LLC DBA Mr.

Advance (incorporated by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025).

Standard Merchant Cash Advance Agreement, dated as of March 31, 2025 between the registrant and Wynwood Capital Group LLC (incorporated by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025).

Promissory Note issued on March 31, 2025 by the registrant in favor of Alcourt LLC (incorporated by reference to Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025).

Promissory Note, dated May 5, 2025 by and between NextNRG, Inc.

and Michael D.

Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2025).

Promissory Note, dated May 9, 2025 by and between NextNRG, Inc.

and Michael D.

Farkas (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2025).

Promissory Note, dated May 19, 2025 by and between NextNRG, Inc.

and Michael D.

Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025).

Promissory Note, dated May 19, 2025 by and between NextNRG, Inc.

and Michael D.

Farkas(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025).

Amendment to Promissory Note, dated May 21, 2025 by and between NextNRG, Inc.

and Alcourt LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025).

Promissory Note, dated June 10, 2025, issued by the registrant in favor of Michael D.

Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2025).

Master Lease Agreement, entered into on June 9, 2025 and dated as of May 29, 2025, between the registrant and Equify Financial, LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

Equipment Lease Schedule No.

001 under the Master Lease, entered into on June 9, 2025, between the registrant and Equify Financial, LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

Stock Purchase Agreement, dated as of June 20, 2025, between the registrant and Agile Capital Funding, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2025).

Form of Loan Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025).

Form of Loan Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025).

Form of Addendum to the Loan Agreement (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025).

Form of Pledge Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025).

Form of Escrow Agreement (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025).

Amendment to Promissory Note, entered into on June 25, 2025 and dated as of June 23, 2025, by and between the registrant and Alcourt LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2025).

ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC, dated July 3, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2025).

Stock Purchase Agreement dated as of July 11, 2025 between NextNRG, Inc.

and Lender (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 17, 2025).

Promissory Note dated July 15, 2025 between NextNRG, Inc.

and Lender (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 17, 2025).

Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Form of Notes (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Form of Warrants (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Form of Due Diligence Notes (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Form of Due Diligence Warrants (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Form of Security Agreement (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Form of Guaranty (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025).

Stock Purchase Agreement between the Company and Michael D.

Farkas, dated September 18, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025).

Amendment No.

1 to ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC, dated November 14, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2025).

Power Purchase Agreement by and between NextNRG Sunnyside Microgrid LLC and Sunnyside Nursing and Post-Acute Care Center, dated November 17, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2025).

Power Purchase Agreement by and between NextNRG Topanga Microgrid LLC and Topanga Nursing and Post-Acute Care Center, dated November 17, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2025).

Stock Purchase Agreement, dated as of November 24, 2025, by and between the registrant and Michael D.

Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 28, 2025).

Stock Purchase Agreement, dated as of January 20, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2026).

Stock Purchase Agreement, dated as of January 28, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2026).

Stock Purchase Agreement, dated as of January 29, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2026).

Stock Purchase Agreement, dated as of February 12, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2026).

Stock Purchase Agreement, dated as of February 18, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2026).

Stock Purchase Agreement, dated as of March 11, 2026, by and between the registrant and the Noteholder (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2026).

Future Receivables Sale and Purchase Agreement, entered into on March 9, 2026 and dated March 5, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2026).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 27, 2025).

Clawback Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed April 1, 2024

List of Subsidiaries.

4 unchanged sentences

Section 1350.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Definition Link

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Definition Link

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

1 unchanged sentence

Form 10-K Summary.

In accordance with Section 13 or 15(d) of the

Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 27 th

day of March, 2025.

NEXTNRG, INC.

/s/ Michael D.

Chief Executive Officer

(Principal Executive Officer)

In accordance with the Exchange Act, this Report

has been signed below by the following persons on March 27, 2025 on behalf of the registrant and in the capacities indicated.

/s/ Michael D.

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Joel Kleiner

Chief Financial Officer

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized on this 15th day of April, 2026.

Executive Officer

accordance with the Exchange Act, this Report has been signed below by the following persons on April 15, 2026 on behalf of the

registrant and in the capacities indicated.

Executive Officer and Director

Executive Officer)

Financial Officer

Financial Officer and Principal Accounting Officer)

/s/ Bennett Kurtz

Bennett Kurtz

/s/ Jack Leibler

/s/ Sean Oppen

/s/ Daniel Arbour

Daniel Arbour

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures