What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-27 compared with 2024-04-01 · 1299 added, 1055 removed, 763 unchanged (76% of the section changed)

Controls and Procedures

Report on Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed

under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified

in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management,

including our Chief Executive Officer (also our Principal Executive Officer) and our Chief Financial Officer (also our Principal Financial

and Accounting Officer) to allow for timely decisions regarding required disclosure.

of December 31, 2023, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with

the participation of our Chief Executive Officer and Chief Financial Officer (also our Principal Executive and Financial Reporting and

Accounting Officers), of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing,

our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of

the end of the period covered by this annual report.

of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely

decisions regarding required disclosure.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly 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 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.

Responsibility estimates

and judgments by management are required to assess the expected benefits and related costs of control procedures.

The objectives of internal

control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized

use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit

the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment,

our management used the criteria set forth in the report entitled “ Internal Control — Integrated Framework ”

published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management has concluded that,

as of December 31, 2022, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting

Our management reviewed the results of their assessment with our Board of directors.

Limitations on Effectiveness of Controls

control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for

advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization,

and personnel factors.

Internal control over financial reporting is a process which involves human diligence and compliance and is subject

to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented

by collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process

and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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.

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.

in Internal Control over Financial Reporting

fundamental controls and control processes remained consistent with prior years during the year ended December 31, 2023.

There have been

no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2022, that have materially

or are reasonably likely to materially affect our internal controls 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

affect, our internal control over financial reporting.

Other Information

During the fiscal quarter ended December 31, 2024, none of our officers or directors informed us of the adoption , modification or termination

of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in

Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

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Executive officers serve at the discretion of the Board of Directors and are appointed by the Board of

Chief Executive Officer, Principal Executive Officer & Director

Financial Officer, Principal Financial and Accounting Officer

Executive Officer, Executive Chairman and Director

Financial Officer

Technology Officer

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are as follows:

Levy (Interim CEO, Principal Executive Officer and Director)

age 30, is one of EzFill’s founders, who had the vision to start a mobile fueling company to service clients initially in

Miami Beach back in 2016.

He is a graduate of Yeshiva University with a major in Math and Economics and a minor in Finance.

been working in the mobile fueling industry since its inception and understands every facet of the Company’s sales and

operations and how to maximize its opportunities for growth.

In 2019, he sold the client base and other assets of his company to

Levy stayed on post-acquisition and has been an integral part of the Company ever since.

He has served in various roles in

Operations, Finance, Sales, and Marketing, including most recently as Vice-President, Operations through the date of this

appointment to interim CEO.

Handelman (CFO, Principal Financial Officer, Principal Accounting Officer)

Michael Handelman , age 64, has served as an independent consultant with chief financial officer duties since July 2015.

July 2015, he has managed the securities reporting, year-end and interim closings, consolidated financial reporting, financial planning

and day-to-day accounting operations of companies and their subsidiaries.

From February 2011 to June 2015, Mr.

Handelman was the CFO

of a biopharmaceutical company.

Handelman holds a Bachelor of Science in accounting and holds an inactive certified public accountant

age 45, 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

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

In 2004, Vaknin founded Telx Technologies, a company specializing in advanced system design, cybersecurity, cloud

computing, cloud telecom, and custom software application programming.

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.

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.

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 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.

From October 2021 to December 2022, Mr.

Kleiner served as

a Director of Finance at Torii Software, and from January 2023 to July 2024.

Kleiner served as the VP of Finance at Torii Software

where he takes the lead in financial strategy and planning initiatives as a member of the leadership team, partnering with leaders to

develop and execute comprehensive financial plans aligned with corporate objectives.

From June 2019 to March 2021, Mr.

Kleiner served

as a controller of Stella Connect (which was acquired by Medallia Inc.

in September of 2022) and from March 2021 to September 2021, he

served as the B2B SaaS Customer Feedback and Quality Assurance at Stella Connect.

Kleiner has also previously served as a Financial

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, age 40, 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.

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 (Independent Director)

Jack Leibler, age 83, previously served as an adjunct professor at New York University.

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

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

Kurtz (Independent Director)

Kurtz, age 63, has been the president and chief executive officer of Kurtz Financial Group, a privately held venture

capital/investment banking firm, since July 2001.

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.

From January 2020 to March 2023, Mr.

Kurtz was the CFO of First Phosphate Corp.,

he now serves as the chief administrative officer.

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

Oppen (Independent Director)

Sean Oppen, age 49, 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

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.

Relationships and Other Arrangements

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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.

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.

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

affect the determination of independence.

Management provides the Corporate Governance and Nominating Committee and our Board with relevant

facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted

under the director independence guidelines.

Leadership Structure

Board believes it is important to retain flexibility in allocating the responsibilities of the CEO and Chairman of the Board in any way

that is in the best interests of our Company based on the circumstances existing at a particular point in time.

Accordingly, we do not

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.

Board’s Role in Risk Oversight

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adopted by our Board, contain a detailed description of the respective committee’s duties and responsibilities and are available

on our website at https://ezfl.com/ under the “Investors – Governance” tab.

on our website at https://nextnrg.com/ under the “Investors – Governance” tab.

is a description of each committee of the Board of Directors.

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

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

Oppen and Kurtz.

Committee Interlocks and Insider Participation

members of the Compensation Committee for the year ended December 31, 2023 were Mr.

Leibler (Chair) and Messrs.

Oppen and Kurtz.

of the Compensation Committee was at any time during 2023, or formerly, an officer or employee of the Company or any subsidiary of the

No executive officer of the Company has served as a director or member of a compensation committee (or other committee serving

an equivalent function) of any other entity while an executive officer of that other entity served as a director of the Company or member

of the Compensation Committee.

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

Leibler and Kurtz.

Governance and Nominating Committee

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a CEO succession plan.

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

Leibler and Kurtz.

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

Oppen and Kurtz.

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

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Oppen – (Independent)

following matrix provides race/ethnicity, as well as gender, of the members of our Board, as self-identified by members of our Board.

Not Disclose Gender

I Gender Identity

Demographic Background

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

Not Disclose Demographic Background

Board seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of our business and

industry with a reputation for integrity.

Our Board does not have a formal policy concerning diversity and inclusion but is in the process

of establishing a policy on diversity.

Diversity of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate

Governance Committee considers when recommending director nominees to our Board.

Further, our Board is committed to actively seeking

highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which new candidates

are selected.

Our Board also seeks members that have experience in positions with a high degree of responsibility or are, or have been,

leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds,

based upon the contributions they can make to our Company.

While the Board has continued its efforts to identify candidates that have

such experience, they have currently been unable to identify any such candidates which fulfill the diversity requirement with the requisite

professional experience.

Consideration

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corporation, with a background in marketing, finance and/or business operations.

in a Regulated Industry – Director candidates will have experience working in a highly

regulated industry, such as pharmaceutical, medical device or health care.

in a Regulated Industry – Director candidates will have experience working in a highly regulated industry, such as pharmaceutical,

medical device or health care.

Governance Experience.

Director candidates should have sufficient applicable experience to

understand fully the legal and other responsibilities of an independent director of a U.S.-based

public company.

Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities

of an independent director of a U.S.-based public company.

Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and

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Director candidates should be of the highest moral and ethical character.

Candidates must

exhibit independence, objectivity and be capable of serving as representatives of the stockholders.

The candidates should have demonstrated a personal commitment to areas aligned with the Company’s

public interest commitments, such as education, the environment and welfare of the communities

in which we operate.

Candidates must exhibit independence, objectivity and be

capable of serving as representatives of the stockholders.

The candidates should have demonstrated a personal commitment to areas

aligned with the Company’s public interest commitments, such as education, the environment and welfare of the communities in

which we operate.

Characteristics.

Director candidates should have the personal qualities to be able to make

a substantial active contribution to Board deliberations.

These qualities include intelligence,

self-assuredness, a high ethical standard, inter-personal skills, independence, courage,

a willingness to ask the difficult question, communication skills and commitment.

In considering

candidates for election to the Board of Directors, the Board should constantly be striving

to achieve the diversity of the communities in which the Company operates.

Director candidates should have the personal qualities to be able to make a substantial active contribution to Board

deliberations.

These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence,

courage, a willingness to ask the difficult question, communication skills and commitment.

In considering candidates for election

to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company

Availability.

Director candidates must be willing to commit, as well as have, sufficient time available

to discharge the duties of Board membership.

Generally, therefore, the candidate should not

have more than three other corporate board memberships.

Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership.

Generally, therefore, the candidate should not have more than three other corporate board memberships.

Compatibility.

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working relationship with the senior management of the Company.

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

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:

a majority of the board consists of independent directors;

an annual performance evaluation of the nominating and corporate governance and compensation committees;

the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with

a written charter addressing the committee’s purpose and responsibilities;

the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing

the committee’s purpose and responsibility.

the Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future.

As a result, the

Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq

corporate governance requirements.

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

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of

a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes

in ownership of Common Stock and other equity securities of the Company.

Officers, directors and holders of more than ten percent of

the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

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 ten percent of the Company’s common stock were satisfied,

except for Balance Labs Inc.

through Michael Farkas, its chief executive

officer, for a filing disclosing a transaction dated November 29, 2022.

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

Executive Compensation

Discussion and Analysis

Compensation Objectives and Practices

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individual’s breadth of knowledge and performance and levels of responsibility.

In determining salaries for 2022, we did not engage

compensation consultants.

Michael McConnell’s annual base salary for 2022 was $330,000.

McConnell resigned from the Company on April 20, 2023.

Levine’s annual base salary in 2022 was $250,000.

Richard Dery’s annual base salary in 2022 was $288,750 effective January 1, 2022.

Dery is no longer employed at the Company

as of December 9, 2022.

In determining salaries, we did not engage compensation

Performance-Based Incentive Compensation

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Executives have the opportunity to earn annual cash compensation equal to a percentage of their base salary.

For 2022, Mr.

earned $0, Mr.

Levine earned $0 and Mr.

Dery earned $0, related to the cash compensation target.

McConnell earned $0, Mr.

earned $0 and Mr.

Dery earned $0 in shares and stock options related to the equity compensation target of our 2022 performance-based

incentive compensation program.

Incentive Compensation – Equity Compensation

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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, such later date as the

employee joins the Company.

We also have granted restricted stock to members of the Board of Directors and executive officers from time

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

the employee joins the Company.

We also have granted restricted stock to members of the Board of Directors and executive officers from

time to time.

do not have a formal written policy relating to the timing of equity awards.

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of Chief Executive Officer

McConnell’s annual base salary was $330,000 and he was eligible for additional cash and equity incentive compensation at the discretion

of the Compensation Committee.

McConnell resigned from the Company on April 20, 2023.

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

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at the discretion of the Compensation Committee.

COMMITTEE REPORT

Compensation Committee of the Board has reviewed and discussed with management the foregoing Compensation Discussion and Analysis, and

based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis

be included in this Annual Report on Form 10-K for filing with the SEC.

the Compensation Committee,

Leibler (Chair)

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

Compensation Table

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2023, respectively:

Incentive Plan

Name and Principal Position

Executive Name

Option Awards

Stock Awards (1)

All Other Compensation (2)

Interim Chief Executive Officer (3)

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Former Chief Commercial Officer

Cheryl Hanrehan

Former Chief Operating Officer (3)

Michael DeVoe

Former Chief Operating Officer

2022, 29,762, 22,321, 68,750, 53,751 and 22,321 shares were granted to Messrs McConnell, Levine, Dery, Devoe and Ms.

2023, in connection with Mr.

Vaknin’s employment agreement, the Company granted 325,000 shares of common stock having a fair

value of $832,000 ($2.56/share), based upon the quoted closing trading price.

This award is subject to various vesting provisions

both over time and performance based.

the year ended December 31, 2023, the Company paid medical, dental, and vision benefits on behalf of Mr.

Vaknin for amounts totaling $15,170, $8,846, $11,767, and $11,716 respectively.

During the year ended December 31, 2023,

the Company made matching 401(k) contributions for Messrs.

Levy, McConnell, Levine, and Dery for the amounts totaling $6,542, $1,285,

$5,584, and $777 respectively.

the year ended December 31, 2022, the Company paid medical, dental and vision benefits on behalf of Mr.

Devoe for amounts totaling $6,253, $13,253, $18,961, and $6,320, respectively.

During the year ended December 31, 2022, the

Company made matching 401(k) contributions for Messrs.

Levy, McConnell, Levine, Dery and Devoe and Ms.

Hanrehan for amounts totaling

$5,080, $7,984, $8,502, $2,885, $1,566 and $1,440, respectively.

Hanrehan resigned from her position as the Company’s Chief Operating Officer on January 17, 2022.

Hanrehan served on the

board of directors through May 2023.

In 2022, amounts shown under salary includes severance of $118,125.

Devoe resigned from

his position June 3, 2022.

The amount shown under salary includes severance of $131,250 and $23,365 in 2022 and 2023, respectively.

Dery resigned from his position on December 9, 2022.

The amount shown under salary includes severance of $16,659 and $77,740

in 2022 and 2023, respectively.

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)

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.

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

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.

however, he is paid $5,560 per quarter.

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.

Equity Awards at Fiscal Year-End

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Option Awards

Equity Incentive Plan Awards:

securities underlying unexercised unearned options (#)

Option Exercise Price ($)

Option Expiration Date

Number of shares of stock that have not vested

Market value of shares of stock that have not vested ($)

Equity incentive plan awards:

number of unearned shares (#)

Equity incentive plan awards:

market or payout value of unearned shares ($)

Equity Incentive Plan

Number of securities

underlying unexercised

unearned options

Option Exercise

Option Expiration

Number of shares of stock

that have not vested

Market value of

shares of stock that

have not vested

Equity incentive

number of unearned

Equity incentive

or payout value of

unearned shares

Avishai Vaknin (1)

2 unchanged sentences

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

The balance of 65,000 shares are expected

to vest in 2024 (10%) and 2025 (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 2024 ($83,200) and 2025 ($83,200).

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.

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assignment agreement.

McConnell (former Chief Executive Officer)

January 9, 2023 (the “McConnell Effective Date”), the Company entered into an amended and restated employment agreement (the

“Amended Employment Agreement”) with Michael McConnell.

The Employment Agreement supersedes and replaces all previous agreements

and understandings.

Pursuant to the Employment Agreement, Mr.

McConnell will continue serve as the Company’s Chief Executive Officer.

The Amended Employment Agreement terminates on April 19, 2024, unless sooner terminated pursuant to the terms of the Amended Employment

On April 19, 2024, Mr.

McConnell’s employment will be renewed automatically for additional one-year terms, unless the

Company provides Mr.

McConnell with a notice of non-renewal at least 30 days prior to the end of the term.

to the Amended Employment Agreement, as compensation for his service as Chief Executive Officer of the Company, Mr.

McConnell will receive:

a $100,000 base salary per annum as well as stock issuances at the end of each fiscal quarter in the form of options (“Quarterly

Options”) to purchase the Company’s common stock.

The Quarterly Options together with the Base Salary shall be referred to

as the Base Salary.

The value of the Quarterly Options shall be $50,000.

The number of Quarterly Options shall be calculated in accordance

with the Company’s option valuation practices.

The exercise price of the Quarterly Options shall be the price of the closing price

of the Company’s common stock on the grant date.

The Quarterly Options will be vested as of the grant date and exercisable for

a period of five years thereafter.

The Company may, in its sole discretion, determine to pay Mr.

McConnell cash in lieu of the quarterly

stock issuance.

McConnell will also be eligible to receive an annual performance bonus if he meets certain pre-determined periodic

key performance indicators which bonus may be up to 40% of the Base Salary and the Quarterly Options.

McConnell will also be entitled

to receive equity incentive awards under the Company’s incentive plan.

The aggregate annual incentive award value that Mr.

would be entitled to receive would be up to 50% of the Base Salary, which will be in the form of restricted stock and options as set

forth in the Amended Employment Agreement.

McConnell’s employment with the Company be terminated for Good Reason (as defined in the Amended Employment agreement) or Without

Cause (as defined in the Amended Employment Agreement), the Company will (i) continue payment of Mr.

McConnell’s Base Salary and

the Quarterly Options for 3 months (which shall not be adjusted for any remaining employment term) and (ii) Mr.

McConnell will be eligible

for 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.

The Amended Employment Agreement also provides for certain restrictive covenants and non-compete restrictions throughout

McConnell’s employment.

McConnell resigned from the Company on April 20, 2023.

His options terminated 90 days following such resignation.

Levine (former Chief Financial Officer)

January 12, 2023, the Company entered into an amended and restated employment agreement (the “Amended Employment Agreement”)

with Arthur Levine, the Company’s Chief Financial Officer.

The Employment Agreement supersedes and replaces all previous agreements

and understandings.

to the Amended Employment Agreement, as compensation for his service as Chief Financial Officer of the Company, Mr.

Levine received a

$150,000 base salary per annum (the “Base Salary”) as well as stock issuances at the end of each fiscal quarter.

of the quarterly issuance shall be $37,500.

The Quarterly Stock Issuance shall be:

(i) 50% in the form of options to purchase the Company’s

common stock and (ii) 50% in the form of shares of the Company’s restricted common stock.

The number of options shall be calculated

in accordance with the Company’s option valuation practices and the number of shares shall be calculated based on the price per

share at the close on the grant date.

The exercise price of the options shall be the price of the closing price of the Company’s

common stock on the grant date.

The shares and options issued as part of the Quarterly Stock Issuance will be vested as of the grant

date and the options shall be exercisable for a period of five years thereafter.

The Company in its sole discretion may determine to

Levine cash in lieu of the Quarterly Stock Issuance, if paid in cash he will receive a cash payment of $31,250.

Levine resigned as chief financial officer on July 25, 2023.

His options terminated 90 days following such resignation.

Dery (former Chief Commercial Officer)

have entered into an employment agreement with Richard Dery pursuant to which on November 2, 2020, he began serving as our Chief Commercial

Officer as a consultant.

In February 2021, Mr.

Dery began serving as a full-time employee in the same role.

Under this agreement, Mr.

Dery is being paid $275,000 per year and will be entitled to a target annual cash performance bonus equal to 45% of his base salary based

on the achievement of certain agreed upon performance indicators.

Dery’s annual salary will automatically increase by 5% on

each anniversary of his start date.

Dery was issued 100,000 shares of our common stock as a signing bonus based on a per share price

of $1.00 per share, which will vest upon the completion of the Company’s initial public offering.

Dery also be entitled to

receive an annual award under the Company’s incentive plan that is equal to 50% of his salary of which 50% of such grant will be

in the form of restricted common stock and the remaining 50% will be in in the form of options to purchase common stock.

The grants of

the restricted common stock under the incentive plan will vest one year from the date of such grant and the options shall vest in equal

one-third increments on each anniversary of the date they were granted.

The term of Mr.

Dery’s employment agreement is for three

years, provided that it will renew automatically for additional one year terms unless the Company provides notice of termination at least

30 days prior to the end of the term.

The employment agreement provides for salary continuation and benefits for 12 months in the event

of termination without cause, or resignation with good reason, as defined (including following a change in control).

Dery resigned from the Company on December 9, 2022 and on December 14, 2022, the Company and Mr.

Dery entered into a Separation Agreement

and General Release Agreement.

Pursuant to the Separation Agreement, Mr.

Dery resigned as Chief Commercial Officer and the Company and

Dery agreed that Mr.

Dery’s last day of employment with the Company was December 9, 2022.

Pursuant to the Separation Agreement,

Dery also resigned as a member of the Company’s Board.

Dery’s resignation as an officer and a member of the Board

of the Company was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies

or practices.

to the Separation Agreement, the Company will pay Mr.

Dery a total of $92,234 (the “Separation Payment”).

The Separation

Payment will be paid in accordance with Company’s normal payment practices in equal installments through March 31, 2023.

of the Separation Payment will commence on the first regular Company payroll that occurs at least three business days after Mr.

execution of the Separation Agreement and the expiration of the ADEA-related 7-day ADEA revocation period;

and payment of the Separation

Payment will continue through the pay period ending March 31, 2023.

Pursuant to the Separation Agreement, all issued and unvested equity

awards made to Mr.

Dery shall vest upon the expiration of the 7-day ADEA revocation period.

exchange for the payments and benefits provided for in the Separation Agreement, Mr.

Dery agreed to a full release to the fullest extent

permitted by applicable law of any and all claims and rights against the Company (as well as the Company’s officers, directors,

employees and agents).

DeVoe (former Chief Operating Officer)

January 31, 2022 to June 3, 2022, Mr.

Michael DeVoe acted as the Company’s Chief Operating Officer.

DeVoe’s employment

agreement included an annual base salary of $225,000 and an ability to be a part of the Company’s bonus program with a yearly bonus

potential of 40% of his base salary, which bonus would have been based on the achievement of mutually agreeable objectives to be determined

DeVoe and the Company.

DeVoe also received a signing bonus of $75,000 worth of the Company’s common stock (the “Signing Shares”).

of Signing Shares was based on the closing price of the Company’s stock on January 11, 2022 and as result, Mr.

DeVoe received 53,571

Signing Shares which would vest one-half (1/2) on the first anniversary of Mr.

DeVoe’s employment start date and one-half (1/2)

on the second anniversary of Mr.

DeVoe’s employment start date.

Additionally,

DeVoe was entitled to receive equity awards under the Company’s Incentive Compensation Plan equal to 50% of his base salary.

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 “Options”).

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

The Stock Options shall vest in equal one-third (1/3) increments

on each anniversary of the day they were granted and shall expire 5 years following their vesting.

June 1, 2022 (the “Effective Date”), the Company and Mr.

DeVoe entered into a Separation Agreement and Release Agreement

(the “Agreement”).

Pursuant to the Agreement, upon the eighth day following Mr.

DeVoe’s execution of the Agreement

and provided he does not revoke the Agreement, Mr.

DeVoe will continue to receive his salary through January 31, 2023.

Additionally,

DeVoe’s previously awarded signing bonus fully vested, effective June 3, 2022.

In exchange for the payments and benefits provided

for in the Agreement, Mr.

Devoe agreed to a full release to the fullest extent permitted by applicable law of any and all claims and

rights against the Company (as well as the Company’s officers, directors, employees and agents).

Vaknin (Chief Technology Officer)

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On the second anniversary

Vaknin’s employment, this amount will increase to

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

connection with his employment.

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.

70 unchanged sentences

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

Levy (Interim Chief Executive Officer)

Levy (Former Interim Chief Executive Officer)

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

92 unchanged sentences

Made Upon Termination

Dery ceased to be an employee of the Company on December 9, 2022.

On December 14, 2022, the Company and Mr.

Dery entered into a Separation

Agreement and General Release Agreement the (“Separation Agreement”).

Pursuant to the Separation Agreement, the Company will

Dery a total of $92,234 (the “Separation Payment”).

The Separation Payment will be paid in accordance with Company’s

normal payment practices in equal installments through March 31, 2023.

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

22 unchanged sentences

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

If a full-time CEO is chosen, Mr.

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

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

35 unchanged sentences

COMPENSATION PLAN INFORMATION

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

Equity Incentive Plan.

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 Holders

upon exercise of

options, warrants

Weighted-average

exercise price of

options, warrants

available for

future issuance

compensation plan

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

2022 Equity Incentive Plan

2 unchanged sentences

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

fiscal year 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 2023:

compensation ($)

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:

Fees earned or

Daniel Arbour

Bennett Kurtz

Jack Leibler (2)

Sean Oppen (2)

Allen Weiss (3)

Jack Levine (3)

Luis Reyes (3)

Cheryl Hanrehan (4)

received 2 stock awards for services having grant date fair values of $40,000 in February 2023 (vested immediately) and $130,000

in June 2023 (vesting ratably through next annual meeting in June 2024).

stock awards had a grant date fair value of $130,000 each.

These directors are vesting in these awards through the next annual meeting

in June 2024.

members each received stock awards in June 2023, however, they all resigned in July 2023.

None of these awards vested.

2023, the Company paid an annual fee of $130,000 in stock to each member of the Board of Directors based upon their expected one-year

(1) service period (subject to pro-ration based upon start date).

Each agreement is evaluated at the annual board meeting to determine

continuing service andn compensation amounts.

Additionally, members are paid cash fees for their participation on various committees.

Audit Committee Chair receives $10,000 per year (Kurtz), each member receives $5,000 per year (Leibler and Oppen).

Compensation Committe

Chair receives $7,500 per year (Oppen), each member receives $3,000 per year (Kurtz and Leibler).

Nominating/Governance Committee Chair

receives $6,000 per year (Leibler), each member receives $5,000 (Kurtz and Oppen).

As it pertains to the stock based awards, the members

shall not sell any shares of the Company’s common stock that they receive for six months from receipt of such shares.

The agreement

also provides that the Company will reimburse the director reasonable documented expenses relating to the director’s attendance

at meetings of the board and reasonable out of pocket expenses incurred in connection 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.

each director for reasonable out-of-pocket expenses incurred to attend Board and Committee meetings.

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.

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)

from receipt of such shares.

The agreement also provides that the Company will reimburse the director’s reasonable documented

expenses relating to the director’s attendance at meetings of the board and reasonable out of pocket expenses incurred in connection

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:

Bennett Kurtz

Nominating/Governance

Bennett Kurtz

Nominating/Governance

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information regarding the ownership of the Company’s common stock as of April 1, 2024 by:

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:

(i) each executive officer and director;

(ii) all executive 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.

(ii) all executive

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.

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 based on 4,673,470 shares of common stock issued and outstanding on April 1, 2024, adjusted as required

by rules promulgated by the SEC.

Name of Beneficial Owner

Common Stock Beneficially Owned

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;

(ii) 363,000 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

Beneficial owners of more than 5%

The Farkas Group, Inc.

SIF Energy, LLC

NextNRG Holding Corp

Avishai Vaknin

Crestview 360 Holdings, LLC

Arif Sarwat (5)

Executive Officers and Directors

Yehuda Levy, Interim Chief Executive Officer and Board Member

Avishai Vaknin, Chief Technology Officer

Michael Handelman, Chief Financial Officer

Joel Kleiner, Chief Financial Officer (6)

Daniel Arbour, Audit Committee

Bennett Kurtz (Non-Independent Board Member)

Bennett Kurtz (Independent Board Member)

Jack Leibler (Independent Board Member)

2 unchanged sentences

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

the address of Michael D.

Farkas is 1221

Brickell Avenue, Ste.

address of Michael D.

Farkas is 1221 Brickell Avenue, Ste.

900, Miami, FL 33131;

the address for Jacob Sod is 14 Wall Street, Suite 2064, New York, New York 10005.

calculation in this column is based upon 4,673,470 shares of common stock outstanding on April 1, 2024.

Beneficial ownership is

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

Shares of common stock that are currently exercisable or exercisable within 60 days of March 28, 2024 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.

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

Labs, Inc., and NextNRG Holding Corp.

Jacob Sod has voting and investment control of the

shares of common stock held by LH MA 2 LLC and Crestview 360 Holdings LLC.

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.

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,

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.

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.

Sarwat is Chief Technology Officer of NextNRG Holding Corp.

Kleiner became Chief Financial Officer on February 13, 2025, after the resignation by Michael Handelman.

Certain Relationships and Related Transactions, and Director Independence

9 unchanged sentences

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.

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.

16 unchanged sentences

Payable Related Party

July 5, 2023, the Company and NextNRG Holding Corp.

entered into a promissory note (the “July Note”) for the sum of $440,000 (the

“July Loan”).

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 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.

4 unchanged sentences

The July Note Maturity Date will automatically be

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

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.

Notwithstanding

the forgoing, upon the Company completing a capital raise of at least $2,000,000, then the entire outstanding principal and interest

through the July Note Maturity Date will be immediately due.

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) Next 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 fully paid and non-assessable shares of the Company’s common stock.

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 Holding Corp.

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

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”).

10 unchanged sentences

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

month periods, unless Next 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.

Notwithstanding the forgoing,

upon the Company completing a capital raise of at least $3,000,000, then the entire outstanding principal and interest through the First

August Note Maturity Date will be immediately due.

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) Next 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 fully paid and non-assessable shares of the Company’s common

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 Holding Corp.

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

(the “Second August Loan”).

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

1 unchanged sentence

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 Note will begin to accrue interest on the entire balance

at 18% per annum.

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 Next sends 10 days written notice, prior

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.

Notwithstanding the forgoing, upon the Company completing a capital raise of at least

$3,000,000, then the entire outstanding principal and interest through the Second August Note Maturity Date will be immediately due.

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 Note into fully paid and non-assessable 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 Holding Corp.

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 Note will begin to accrue interest on the entire balance

at 18% per annum.

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 Next 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.

Notwithstanding the foregoing, upon the Company completing a capital raise of at

least $3,000,000, the entire outstanding principal and interest through the Third August Note Maturity Date will be immediately due.

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 fully paid and non-assessable 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 Holding Corp.

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

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

2 unchanged sentences

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 Next sends 10 days written notice,

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.

Notwithstanding the foregoing, upon the Company completing

a capital raise of at least $3,000,000, the entire outstanding principal and interest through the First September Note Maturity Date

will be immediately due.

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) 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 First September Note into fully paid and non-assessable 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 Holding Corp.

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.

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 Next sends 10 days written notice,

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.

Notwithstanding the foregoing, upon the Company completing

a capital raise of at least $3,000,000, the entire outstanding principal and interest through the Second September Note Maturity Date

will be immediately due.

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) 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 Note into fully paid and non-assessable 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 Holding Corp.

entered into a promissory note (the “First December 2023 Note”) for the sum

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

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”)

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The maturity date will automatically be extended

for 2 month periods, unless NextNRG Holding Corp.

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.

Notwithstanding

the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

the maturity date will be immediately due.

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 Holding Corp.

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.

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 Holding Corp.

entered into a promissory note (the “Second December 2023 Note”) for the

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

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”)

3 unchanged sentences

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 Holding Corp.

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.

Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and

interest through the maturity date will be immediately due.

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 Holding Corp.

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.

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 Holding Corp., LLC entered into a promissory note (the “Third December 2023 Note”) for

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

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”)

6 unchanged sentences

The maturity date will automatically be

extended for 2 month periods, unless NextNRG Holding Corp.

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.

Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and

interest through the maturity date will be immediately due.

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 Holding Corp.

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.

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 Holding Corp.

entered into a promissory note (the “Fourth December 2023 Note”) for the

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

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”)

3 unchanged sentences

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 Holding Corp.

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.

Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and

interest through the maturity date will be immediately due.

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 Holding Corp.

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.

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 Holding Corp.

entered into a promissory note (the “Fifth December 2023 Note”) for the

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

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”)

6 unchanged sentences

The maturity date will automatically be

extended for 2 month periods, unless NextNRG Holding Corp.

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.

Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and

interest through the maturity date will be immediately due.

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 Holding Corp.

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.

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.

to the adjustments described in the Fifth December 2023 Note, the conversion price will be the greater of (a) $1.23;

or (b) $0.20.

January 5, 2024, the Company and NextNRG Holding Corp.

entered into a promissory note (the “First January 2024 Note”) for the sum

of $110,000 (the “First January 2024 Loan”).

The First January 2024 Note has an original issue discount (“OID”)

equal to $10,000, which is 10% of the aggregate original principal amount of the First January 2024 Loan.

The unpaid principal balance

of the First January 2024 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the First January 2024

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

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

the January 2024 Note, along with accrued interest, will be due on March 5, 2024.

The maturity date will automatically be extended for

2 month periods, unless NextNRG Holding Corp.

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

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

Notwithstanding

the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

the maturity date will be immediately due.

the Company defaults on the First January 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 Holding Corp.

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.

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 First January 2024 Note, the conversion price shall equal the greater of (a) $1.23;

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

or (b) $0.50.

January 11, 2024, the Company and NextNRG Holding Corp.

entered into a global amendment (“Global Amendment 1”) to the promissory

notes dated as of July 5, 2023;

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

(the “January 2024 Loan”).

The January 2024 Note has an original issue discount (“OID”) equal to $10,000, which

is 10% of the aggregate original principal amount of the January 2024 Loan.

The unpaid principal balance of the January 2024 Note has

a fixed rate of interest of 8% per year for the first nine months, afterward, the January 2024 Note will begin to accrue interest on

the entire balance at 18% per year.

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

2024 Note, along with accrued interest, will be due on March 5, 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 January 2024

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

the Company defaults on the January 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 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 January

2024 Note, the conversion price shall equal the greater of (a) $3.05;

or (b) $0.50.

January 11, 2024, the Company and NextNRG entered into a global amendment (“Global Amendment 1”) to the promissory notes

dated as of July 5, 2023;

August 2, 2023;

3 unchanged sentences

November 3, 2023;

November 21, 2023;

December 4, 2023;

15 unchanged sentences

for any conversion under the Notes will be adjusted by the same ratios or multipliers of any reverse split the Company effects.

on January 11, 2024, the Company and Next entered into a global amendment (“Global Amendment 2”) to the promissory notes

on January 11, 2024, the Company and NextNRG entered into a global amendment (“Global Amendment 2”) to the promissory notes

dated as of December 27, 2023 and January 8, 2023.

10 unchanged sentences

cash at the request of the Lender.

January 16, 2024, the Company and NextNRG Holding Corp.

entered into a promissory note (the “Second January Next Note”) for the sum

of $165,000 (the “Second January Next Loan”).

The Second January Next Note has an original issue discount (“OID”)

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

The unpaid principal balance

of the Second January Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second January

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

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

the Second January Next Note, along with accrued interest, will be due on March 16, 2024.

The maturity date will automatically be extended

for 2 month periods, unless NextNRG Holding Corp.

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

to extend the Second January Next Note, at which point the end of the then current 2 month period will be the maturity date.

Notwithstanding

the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

the maturity date will be immediately due.

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

multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp.

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 January Next 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.

to the adjustments described in the Second January Next Note, the conversion price will be the greater of (a) $1.23;

January 16, 2024, the Company and NextNRG entered into a promissory note (the “January Next Note”) for the sum of $165,000

(the “January Next Loan”).

The January Next Note has an original issue discount (“OID”) equal to $15,000, which

is 10% of the aggregate original principal amount of the January Next Loan.

The unpaid principal balance of the January Next Note has

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

at 18% per annum.

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

Next Note, along with accrued interest, will be due on March 16, 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 January Next

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

the Company defaults on the January Next 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 January Next 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 January Next Note, the conversion price will be the greater of (a) $3.05;

or (b) $1.75.

to the Second January Next Note, the total cumulative number of shares issued to NextNRG Holding Corp.

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 shares to NextNRG Holding Corp.

in excess of the Nasdaq 19.99% Cap, any remaining

outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.’s request.

February 7, 2024, the Company and NextNRG Holding Corp.

entered into a promissory note (the “First February Next Note”) for the sum

of $165,000 (the “Second January Next Loan”).

The First February Next Note has an original issue discount (“OID”)

equal to $15,000, which is 10% of the aggregate original principal amount of the First February Next Note.

The unpaid principal balance

of the First February Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First February

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

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

the First February Next Note, along with accrued interest, will be due on April 7, 2024.

to the January Next Note, the total cumulative number of shares issued to NextNRG 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 shares to NextNRG in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance

of this Note must be repaid in cash at NextNRG’s request.

February 7, 2024, the Company and NextNRG entered into a promissory note (the “First February 2024 Note”) for the sum of

$165,000 (the “First February 2024 Loan”) to be used for the Company’s working capital needs.

The First February 2024

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

the First February 2024 Loan.

The unpaid principal balance of the First February 2024 Note has a fixed rate of interest of 8% per annum

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

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

the First February 2024 Note, along with accrued interest, will be due on April 7, 2024.

The maturity date will automatically be extended

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

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

Notwithstanding the

foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

the maturity date will be immediately due.

the Company defaults on the First February Next 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 First February Next 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 First February Next Note, the conversion price shall equal the greater of the

average VWAP over the ten (10) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

to the First February Next Note, the total cumulative number of shares issued to NextNRG Holding Corp.

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 shares to NextNRG Holding Corp.

in excess of the Nasdaq 19.99% Cap, any remaining

outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.’s request.

February 19, 2024, the “Company and Next entered into a global amendment (the “2024 Next Global Amendment”) to the

promissory notes dated as of July 5, 2023;

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 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 First 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 First 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;

February 20, 2024, the Company and NextNRG entered into a promissory note (the “Second February 2024 Note”) for the sum of

$165,000 (the “Second February 2024 Loan”) to be used for the Company’s working capital needs.

The Second February

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

of the Second February 2024 Loan.

The unpaid principal balance of the Second February 2024 Note has a fixed rate of interest of 8% per

annum for the first nine months, afterward, the Second February 2024 Note will begin to accrue interest on the entire balance at 18%

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

the Second February 2024 Note, along with accrued interest, will be due on April 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 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 Second 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 Second February 2024 Note into shares of the Company’s common stock.

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

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.

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.

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 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 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.

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

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 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.

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

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 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.

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

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.

Current Outstanding Principal Amount

Total Amount After Default

August 2, 2023

August 23, 2023

August 30, 2023

September 6, 2023

9 unchanged sentences

January 16, 2024

and February 7, 2024 (each a “Note” and collectively the “Notes”).

2024 Next Global Amendment revised Section 8, Events of Default, to add to paragraph 3, “Notwithstanding anything to the contrary

set forth herein, the Conversion Price shall not exceed a price of $1.54 per share.”

on February 19, 2024, the Company and AJB Capital Investments, LLC entered into a global amendment (the “2024 AJB Global Amendment”)

to the promissory notes dated as of April 19, 2023, as amended on May 17, 2023, September 22, 2023 and October 13, 2023 (each an “AJB

Note” and collectively the “AJB Notes”).

2024 AJB Global Amendment revised Section 1.2(a) of the AJB Notes to add, “Notwithstanding anything to the contrary set forth herein,

the Conversion Price shall not exceed a price of $1.54 per share.”

February 20, 2024, the Company and Next entered into a promissory note (the “Second February Next Note”) for the sum of $165,000

(the “Second January Next Loan”).

The Second February Next Note has an original issue discount (“OID”) equal

to $15,000, which is 10% of the aggregate original principal amount of the Second February Next Note.

The unpaid principal balance of

the Second February Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second February

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

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

of the Second February Next Note, along with accrued interest, will be due on April 20, 2024.

The maturity date will automatically be

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

to extend the Second February Next Note, at which point the end of the then current 2 month period will be the maturity date.

Notwithstanding

the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

the maturity date will be immediately due.

the Company defaults on the Second February Next 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 Second February Next 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;

The conversion price will not exceed a price of $1.54 per share.

to the Second February Next Note, the total cumulative number of shares issued to NextNRG Holding Corp.

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 shares to NextNRG Holding Corp.

in excess of the Nasdaq 19.99% Cap, any remaining

outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.’s request.

February 29, 2024, the Company and Next entered into a promissory note (the “Third February Next Note”) for the sum of $165,000

(the “Third February Next Loan”).

The Third February Next Note has an original issue discount (“OID”) equal to

$15,000, which is 10% of the aggregate original principal amount of the Third February Next Note.

The unpaid principal balance of the

Third February Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Third February Next Note

will begin to accrue interest on the entire balance at 18% per annum.

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

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

The maturity date will automatically be extended

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

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

Notwithstanding the

foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

the maturity date will be immediately due.

the Company defaults on the Third February Next 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 February Next 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;

The conversion price will not exceed a price of $2.05 per share.

Company agreed to issue 52,000 shares of its common stock to Next (the “Commitment Fee Shares”).

The Commitment Fee Shares,

when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock.

The Commitment

Fee Shares were deemed fully earned as of February 28, 2024.

to the Third February Next Note, the total cumulative number of shares issued to NextNRG Holding Corp.

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 shares to NextNRG Holding Corp.

in excess of the Nasdaq 19.99% Cap, any remaining

outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.’s request.

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

(the “First March Next Loan”).

The First March Next Note has an original issue discount (“OID”) equal to $15,000,

which is 10% of the aggregate original principal amount of the First March Next Note.

The unpaid principal balance of the First March

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

accrue interest on the entire balance at 18% per annum.

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

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

The maturity date will automatically be extended for

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

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

January 25, 2024

February 7, 2024

February 20, 2024

February 28, 2024

March 8, 2024

March 15, 2024

March 26, 2024

April 2, 2024

April 8, 2024

April 22, 2024

June 10, 2024

June 28, 2024

July 10, 2024

July 22, 2024

August 6, 2024

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

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,

upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through the maturity

date will be immediately due.

the Company defaults on the First March Next 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 First March Next 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;

The conversion price will not exceed a price of $2.05 per share.

Company agreed to issue 52,000 shares of its common stock to Next (the “Commitment Fee Shares”).

The Commitment Fee Shares,

when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock.

The Commitment

Fee Shares were deemed fully earned as of March 8, 2024.

to the First March Next Note, the total cumulative number of shares issued to NextNRG Holding Corp.

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 shares to NextNRG Holding Corp.

in excess of the Nasdaq 19.99% Cap, any remaining

outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.’s request.

March 15, 2024, the Company and NextNRG Holdings Corp.

(formerly NextNRG Holding Corp.) (“Next”) entered into a promissory note

(the “Second March Next Note”) for the sum of $165,000 (the “Second March Next Loan”).

The Second March Next

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

the Second March Next Note.

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

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

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

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

The maturity date will automatically be extended

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

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

Notwithstanding the

foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

the maturity date will be immediately due.

the Company defaults on the Second March Next 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 Second March Next 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;

The conversion price will not exceed a price of $2.05 per share.

Company agreed to issue 52,000 shares of its common stock to Next (the “Commitment Fee Shares”).

The Commitment Fee Shares,

when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock.

The Commitment

Fee Shares were deemed fully earned as of March 15, 2024.

to the Second March Next Note, the total cumulative number of shares issued to NextNRG Holding Corp.

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 shares to NextNRG Holding Corp.

in excess of the Nasdaq 19.99% Cap, any remaining

outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.’s request.

Farkas is the CEO of NextNRG Holding Corp.

and is the beneficial holder of approximately 20% of the Company’s outstanding shares

of common stock.

into Material Definitive Agreement Related Party

August 10, 2023, the Company , the members (the “Members”) of Next Charging LLC (“Next

Charging”) and Michael Farkas, as the representative of the Members, entered into an exchange agreement, and on November 2, 2023,

the Members, Next Charging, and Mr.

Farkas entered into an amended and restated exchange agreement (as amended and restated, the “Exchange

Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging

(the “Membership Interests”) in exchange for the issuance (the “Share Exchange”)

by the Company to the Members of an aggregate of 100 million shares of common stock of the Company.

In the event Next Charging

completes the acquisition of the acquisition target as set forth in the Exchange Agreement’s disclosure schedules (directly or

indirectly through Next Charging or through a subsidiary of Next Charging) prior to the Closing, then 70,000,000 shares will vest on

the closing date, and the remaining 30,000,000 shares will be subject to vesting or forfeiture.

In the event Next Charging does not complete

such acquisition prior to the closing, then 35,000,000 shares will vest on the closing date, and the remaining 65,000,000 shares will

be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

Restricted Shares will vest, if at all, according to the following schedule:

In the event Next Charging does not complete the acquisition of the acquisition target as set forth in the Exchange Agreement’s

disclosure schedules (directly or indirectly through Next Charging or through a subsidiary of Next Charging) prior to the closing, then

35,000,000 of the Restricted Shares will vest upon the Company (directly or indirectly through Next Charging or a subsidiary of Next

Charging), completing the acquisition of such acquisition target.

In the event that Mr.

Farkas determines that such an acquisition target

is not capable of being acquired, either prior to or after the closing, then the Mr.

Farkas and the Company will negotiate in good faith

to determine a replacement acquisition target, which replacement would thereafter be considered as the acquisition target under the Exchange

30,000,000 Restricted Shares will vest 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).

an additional condition to be satisfied prior to the closing, Next Charging is also required to take actions to record the assignment

to itself of a patent mentioned in the Exchange Agreement.

On March 1 st , 2024 Next Charging, LLC reincorporated in the

state of Nevada as a C-corp and changed its name to NextNRG Holding Corp.

Farkas is the CEO of NextNRG Holding Corp.

(NextNRG) and (as of November 2, 2023) has also lent sums amounting to $2,925,000 through issuance

of 15 promissory notes to NextNRG.

Farkas is also the beneficial owner of approximately 20% of the Company’s issued and

outstanding common stock.

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.

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 million shares to 500

million 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

In addition, while the stockholders of the Company have provided written consent approving the Exchange Agreement in November

2023, the effectiveness of such written consent is dependent upon the dissemination of a definition Information Statement on Schedule

14C, which we anticipate completing in January 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.

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

Principal Accounting 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, 2023 were approximately $83,096.

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, 2022 was

approximately $80,096.

paid to M&K CPAs, PLLC associated with tax compliance services were $0 in 2023 and $0 in 2022.

paid to M&K CPAs, PLLC associated with tax consultation services were $0 in 2023 and $0 in 2022.

were fees billed for professional services rendered by our principal accountant, M&K CPAs, PLLC, associated with the Company’s

S-3 filings, consents and comfort letters approximating $19,500 for the year ended December 31, 2023.

Administration

of the Engagement;

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.

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;

Pre-Approval of Audit and Permissible Non-Audit Services

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 year ended December 31, 2023 and nine-months ended September 30, 2024, by our principal accountant, M&K CPAs,

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.

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.

Exhibits, Financial Statement Schedules

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.

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 28, 2021.

of the Registrant, incorporated by reference to Exhibit 3.1 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.

of Amendment to Amended and Restated Certificate of Incorporation.

Incorporated by reference to Exhibit 3.1 of the Registrant’s

Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021.

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.

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 28, 2021.

Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 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.

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021.

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on June 18, 2024.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation.

(incorporated by reference to Exhibit 3.1 on Form 8-K filed July 25, 2024).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K filed February 18, 2025).

Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware.

(incorporated by reference to Exhibit 10.4 on Form 8-K filed August 20, 2024).

Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024 with the Department of State, Division of Corporations, of the State of Delaware.

(incorporated by reference to Exhibit 10.5 on Form 8-K filed August 20, 2024).

Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware.

(incorporated by reference to Exhibit 10.6 on Form 8-K filed August 20, 2024).

Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (incorporated by reference to Exhibit 10.7 on Form 8-K filed August 20, 2024).

Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware as of February 13, 2025 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 18, 2025).

Form of Representatives Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023).

Form of Representative’s Warrants (incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 18, 2025).

Asset Purchase Agreement between Neighborhood Fuel, Inc.

and Neighborhood Fuel Holdings, LLC, dated as of February 19, 2020, incorporated by reference to Exhibit 10.1 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.

Asset Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc., dated as of April 9, 2019, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note, dated November 24, 2020, incorporated by reference to Exhibit 10.8 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 June 25, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.11 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 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.

Employment Agreement between EzFill Holdings, Inc.

and Richard Dery.

Incorporated by reference to Exhibit 10.7 to 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.

Stock Incentive Plan incorporated by reference to Exhibit 10.6 to 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.

Technology License Agreement between Fuel Butler, LLC and EzFill Holdings, Inc.

incorporated by reference to Exhibit 10.10 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.

Separation Agreement and Release incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.

Non Independent Board Member Letter Agreement incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.

Asset Purchase and Fuel Supply Agreement dated March 2, 2022 incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.

EZFill Holdings, Inc.

11 unchanged sentences

(incorporated by reference to 8-K filed April 10, 2023)

Note in the principal amount of $1,500,000 dated April 19, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated

by reference to 8-K filed April 21, 2023).

Purchase Agreement, between EzFill Holdings, Inc.

and AJB Capital Investments, LLC, dated April 19, 2023 (incorporated by reference

to 8-K filed April 21, 2023).

Agreement between EzFill Holdings Inc., and AJB Capital Investments, LLC dated April 19, 2023 (incorporated by reference to 8-K filed

April 21, 2023).

Agreement between Avishai Vaknin and EzFill Holdings, Inc.

Promissory Note in the principal amount of $1,500,000 dated April 19, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed April 21, 2023)

Securities Purchase Agreement, between EzFill Holdings, Inc.

and AJB Capital Investments, LLC, dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023)

Security Agreement between EzFill Holdings Inc., and AJB Capital Investments, LLC dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023)

Employment Agreement between Avishai Vaknin and EzFill Holdings, Inc.

(incorporated by reference to 8-K filed April 25, 2023)

Agreement between Telx Computers Inc.

Services Agreement between Telx Computers Inc.

and EzFill Holdings, Inc.

(incorporated by reference to 8-K filed April 25, 2023)

Agreement between Yehuda Levy and EzFill Holdings, Inc.

Employment Agreement between Yehuda Levy and EzFill Holdings, Inc.

(incorporated by reference to 8-K filed April 25, 2023)

and Restated Promissory Note dated May 17, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference

to 8-K filed May 18, 2023).

to the Securities Purchase Agreement dated May 17, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated

by reference to 8-K filed May 18, 2023).

to Consulting Services Agreement dated May 15, 2023 between EzFill Holdings, Inc.

Amended and Restated Promissory Note dated May 17, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023)

Amendment to the Securities Purchase Agreement dated May 17, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023)

Amendment to Consulting Services Agreement dated May 15, 2023 between EzFill Holdings, Inc.

and Mountain Views Strategy Ltd.

(incorporated

by reference to 8-K filed May 18, 2023).

Agreement between Stripe, Inc.

(incorporated by reference to 8-K filed May 18, 2023)

Loan Agreement between Stripe, Inc.

and EzFill Holdings, Inc.

dated June 14, 2023 (incorporated by reference to 8-K filed June 20, 2023)

Note between EzFill Holdings, Inc.

and Next Charging, LLC (incorporated by reference to 8-K filed July 11, 2023).

Note between EzFill Holdings, Inc.

and Next Charging, LLC (incorporated by reference to 8-K filed August 3, 2023).

to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated

by reference to 8-K filed August 4, 2023).

Note between EzFill Holdings, Inc.

and Next Charging, LLC dated August 23, 2023 (incorporated by reference to 8-K filed August 24,

Note between EzFill Holdings, Inc.

and Next Charging, LLC dated August 30, 2023 (incorporated by reference to 8-K filed September

Note between EzFill Holdings, Inc.

and Next Charging, LLC dated September 6, 2023 (incorporated by reference to 8-K filed September

Note between EzFill Holdings, Inc.

and Next Charging, LLC dated September 13, 2023 (incorporated by reference to 8-K filed September

to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated

by reference to 8-K filed September 21, 2023).

Purchase Agreement effective October 25, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference

to 8-K filed November 3, 2023).

Note dated November 3, 2023 between EzFill Holdings, Inc.

and Next Charging LLC (incorporated by reference to 8-K filed November

Purchase Agreement dated October 13, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference

to 8-K filed October 18, 2023).

Note dated October 13, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed

October 18, 2023).

Amendment to the Security Agreement dated October 13, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated

by reference to 8-K filed October 18, 2023).

and Restated Exchange Agreement dated November 2, 2023 by and among EzFill Holdings, Inc., all members of Next Charging LLC and Michael

Farkas, an individual, as the representative of the members of Next Charging LLC (incorporated by reference to 8-K filed November

Promissory Note between EzFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed July 11, 2023)

Promissory Note between EzFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed August 3, 2023)

Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed August 4, 2023)

Promissory Note between EzFill Holdings, Inc.

and NextNRG dated August 23, 2023 (incorporated by reference to 8-K filed August 24, 2023)

Promissory Note between EzFill Holdings, Inc.

and NextNRG dated August 30, 2023 (incorporated by reference to 8-K filed September 6, 2023)

Promissory Note between EzFill Holdings, Inc.

and NextNRG dated September 6, 2023 (incorporated by reference to 8-K filed September 7, 2023)

Promissory Note between EzFill Holdings, Inc.

and NextNRG dated September 13, 2023 (incorporated by reference to 8-K filed September 15, 2023)

Amendment to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed September 21, 2023)

Securities Purchase Agreement effective October 25, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed November 3, 2023)

Promissory Note dated November 3, 2023 between EzFill Holdings, Inc.

and NextNRG LLC (incorporated by reference to 8-K filed November 3, 2023)

Securities Purchase Agreement dated October 13, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023)

Promissory Note dated October 13, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023)

Second Amendment to the Security Agreement dated October 13, 2023 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023)

Amended and Restated Exchange Agreement dated November 2, 2023 by and among EzFill Holdings, Inc., all members of NextNRG and Michael Farkas, an individual, as the representative of the members of NextNRG (incorporated by reference to 8-K filed November 8, 2023)

2023 Equity Incentive Plan (incorporated by reference to 8-K filed June 6, 2023)

Note, dated December 4, 2023 (incorporated by reference to 8-K filed December 6, 2023).

Note, dated December 13, 2023 (incorporated by reference to 8-K filed December 14, 2023).

Note, dated December 18, 2023 (incorporated by reference to 8-K filed December 18, 2023).

Note, dated December 20, 2023 (incorporated by reference to 8-K filed December 22, 2023).

Note, dated December 27, 2023 (incorporated by reference to 8-K filed December 27, 2023).

Note, dated January 5, 2024 (incorporated by reference to 8-K filed January 8, 2024).

Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc.

and Next Charging LLC (incorporated by reference to 8-K filed January

Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc.

and Next Charging LLC (incorporated by reference to 8-K filed January

Note dated January 16, 2024 between EzFill Holdings, Inc.

and Next Charging LLC.

(incorporated by reference to 8-K filed January

Amendment dated January 17, 2024 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K

filed January 17, 2024).

Promissory Note, dated December 4, 2023 (incorporated by reference to 8-K filed December 6, 2023)

Promissory Note, dated December 13, 2023 (incorporated by reference to 8-K filed December 14, 2023)

Promissory Note, dated December 18, 2023 (incorporated by reference to 8-K filed December 18, 2023)

Promissory Note, dated December 20, 2023 (incorporated by reference to 8-K filed December 22, 2023)

Promissory Note, dated December 27, 2023 (incorporated by reference to 8-K filed December 27, 2023)

Promissory Note, dated January 5, 2024 (incorporated by reference to 8-K filed January 8, 2024)

Promissory Note, dated February 7, 2024 (incorporated by reference to 8-K filed February 12, 2024).

Promissory Note, dated February 20, 2024 (incorporated by reference to 8-K filed February 23, 2024).

Global Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed January 17, 2024)

Global Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed January 17, 2024)

Promissory Note dated January 16, 2024 between EzFill Holdings, Inc.

(incorporated by reference to 8-K filed January 17, 2024)

Global Amendment dated January 17, 2024 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed January 17, 2024)

Promissory Note, dated January 25, 2024, between EZFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed January 31, 2024)

Promissory Note, dated February 7, 2024, between EZFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed February 12, 2024)

Global Amendment dated February 19, 2024 between EzFill Holdings, Inc.

and Next Charging LLC (incorporated by reference to 8-K filed February 23, 2024).

and NextNRG (incorporated by reference to 8-K filed February 23, 2024)

Global Amendment dated February 19, 2024 between EzFill Holdings, Inc.

1 unchanged sentence

Promissory Note, dated February 20, 2024, between EZFill Holdings, Inc.

and Next Charging LLC (incorporated by reference to 8-K filed March 6, 2024).

and NextNRG (incorporated by reference to 8-K filed February 23, 2024)

Promissory Note, dated February 28, 2024, between EZFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed March 6, 2024)

Promissory Note, dated March 8, 2024, between EZFill Holdings, Inc.

and Next Charging LLC (incorporated by reference to 8-K filed March 14, 2024).

and NextNRG (incorporated by reference to 8-K filed March 14, 2024)

Promissory Note, dated March 15, 2024, between EZFill Holdings, Inc.

and NextNRG Holding Corp (incorporated by reference to 8-K filed March 18, 2024).

Clawback policy

of Subsidiaries incorporated by reference to Exhibit 21 to Amendment No.

4 to the Registrant’s Registration Statement on Form

S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021.

and NextNRG (incorporated by reference to 8-K filed March 18, 2024)

Promissory Note, dated March 26, 2024, between EZFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed March 28, 2024)

Promissory Note, dated April 2, 2024, between EZFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed April 9, 2024

Promissory Note, dated April 8, 2024, between EZFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed April 10, 2024)

Promissory Note, dated April 22, 2024, between EZFill Holdings, Inc.

and NextNRG (incorporated by reference to 8-K filed April 26, 2024)

Global Amendment dated May 9, 2024 between EzFill Holdings, Inc.

and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 15, 2024)

Promissory Note dated May 15, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024)

Promissory Note dated May 20, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024)

Letter agreement between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to 8-K filed May 29, 2024)

Promissory Note dated May 28, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 3, 2024)

Promissory Note dated June 10, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 14, 2024)

Second Amended and Restated Exchange Agreement (incorporated by reference to 8-K filed June 14, 2024)

Promissory Note dated June 24, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed June 28, 2024).

Promissory Note dated July 5, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed July 10, 2024).

Promissory Note dated July 10, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed July 15, 2024) .

First Amendment dated July 22, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc.

and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed July 25, 2024).

Promissory Note dated July 22, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.2 on Form 8-K filed July 25, 2024).

Promissory Note dated August 6, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed August 12, 2024).

Promissory Note dated August 14, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed August 15, 2024).

Stock Purchase Agreement, by and between the Company and Next, dated as of August 16, 2024.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed August 20, 2024).

Exchange Agreement, by and between the Company and Next, dated as of August 16, 2024.

(incorporated by reference to Exhibit 10.2 on Form 8-K filed August 20, 2024).

Exchange Agreement, by and between the Company and AJB, dated as of August 16, 2024.

(incorporated by reference to Exhibit 10.3 on Form 8-K filed August 20, 2024).

Second Amendment dated September 25, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended July 10, 2024, by and among EzFill Holdings, Inc.

and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed September 27, 2024).

Asset Purchase Agreement, dated November 18, 2024, by and between EzFill Holdings, Inc.

and Yoshi, Inc.

(previously filed)

Promissory Note dated December 2, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed December 5, 2024).

Promissory Note dated December 3, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.2 on Form 8-K filed December 5, 2024).

Letter of Understanding, dated as of December 12, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024).

Promissory Note dated December 17, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024).

Mobile Fueling Vendor Agreement, dated as of December 14, 2024, by and between Amazon Logistics, Inc.

and EzFill Holdings, Inc.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed December 19, 2024).

Promissory Note dated December 26, 2024 between EzFill Holdings, Inc.

and Gad International Ltd.

(incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 2, 2025).

Promissory Note dated December 30, 2024 between EzFill Holdings, Inc.

and NextNRG Holding Corp.

(incorporated by reference to Exhibit 10.2 on Form 8-K filed on January 2, 2025).

Purchase and Sale Agreement, License for Entry, and Bill of Sale, dated December 27, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 3, 2025).

Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc.

and Alcourt LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 21, 2025).

Amendment to Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc.

and Gad International Ltd.

(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).

List of Subsidiaries.

Consent of M&K CPAs, PLLC

3 unchanged sentences

Section 1350.

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Inline XBRL Instance Document

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* Filed herewith

** Furnished herewith

Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit

have been omitted because it is both not material and the type of information that the Company treats as private or confidential.

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 1st day of April 2024.

HOLDINGS, INC.

Executive Officer and Director

Executive Officer)

accordance with the Exchange Act, this Report has been signed below by the following persons on April 1, 2024 on behalf of the registrant

and in the capacities indicated.

Executive Officer and Director

Executive Officer)

Michael Handelman

Financial Officer

Financial Officer)

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

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