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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 194 added, 90 removed, 181 unchanged (61% of the section changed)

27 unchanged sentences

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non- Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

In addition, the Company is reporting the following information in this Annual Report on Form 10-K in lieu of filing a Form 8-K under Item 1.01:

On March 27, 2024, the Company, Equiniti Trust Company, as Rights Agent, and the CVR holders’ representative, entered into a First Amendment (the “First Amendment") to Contingent Value Rights Agreement dated March 25, 2022 (the “CVR Agreement”).

The First Amendment extended the term of the CVR Agreement from March 28, 2022 to December 31, 2024, and provides for the Company to pay $25,000 to the CVR holders’ representative from funds available for distribution to the holders of the CVRs as compensation for services during the extended term.

The foregoing description of the First Amendment is not complete and is qualified by reference to the full text of the First Amendment, a copy of which is filed herewith as Exhibit 10.46 to this Annual Report on Form 10-K and is incorporated herein by reference.

In addition, the Company is reporting the following information in this Annual Report on Form 10-K in lieu of filing a Form 8-K:

SUNation Long-Term Note and Earnout

On November 9, 2022, in connection with the SUNation acquisition, the Company entered into a $5,486,000 Long-Term Promissory Note (the “Long-Term Note”).

The Company was unable to make its second and third interest payments totaling $250,703 and $460,194 due on December 31, 2023 and 2024, respectively as it was not permitted to make any payments under the Long-Term Note unless Decathlon had provided prior written consent to such payment pursuant to the then outstanding Loan Agreement.

As noted in the Subsequent Event Note 17 of this annual report, in March 2025, the Company paid the Decathlon debt in full and no longer had to receive written consent to make these payments.

On March 13, 2025, the Company paid the unpaid interest totaling $710,897.

In addition, the Company had recorded a $2,500,000 earnout consideration accrual at December 31, 2024 related to the SUNation acquisition.

On March 13, 2025, the Company paid $389,103 and on April 7, 2025, paid the remaining $2,110,897 to satisfy the outstanding liability in full.

Subsequent to making the March 13, 2025 payment noted above, the original Long-Term Note was amended and restated on April 10, 2025 as follows:

The principal amount of $5,486,000, previously due and payable as a one-time payment under the original Long-Term Note, together with all accrued and unpaid interest owing thereunder, was extended to now be due and payable in monthly installments through May 1, 2028 (the “Maturity Date”), and such amended note shall become a senior secured instrument.

Principal and interest payments under the amended Long-Term Note shall be payable monthly on the first day of each month commencing with June 1, 2025 for thirty-six (36) consecutive months thereafter pursuant to the terms thereunder.

Additionally, pursuant to the terms of that certain Senior Secured Contingent Note Instrument, entered into on April 10, 2025, the unearned 2024 earnout was rescheduled and shall be based on the earnout terms set forth therein pursuant to the financial conditions and terms covering each of fiscal years 2024 and 2025 and, if attained, shall be payable in fiscal year 2026 over a period of twenty-four (24) months, which payment is further conditioned on the continued employment of the note holders at the time of such earnout payment trigger date.

A copy of each of the amended and restated secured Long-Term Note and the Senior Secured Contingent Note Instrument, along with the Security Agreement, is annexed as an exhibit to this annual report, the complete terms of which are incorporated by reference herein.

Amendment to our Certificate of Incorporation

On April 3, 2025, the Company held a Special Meeting of Shareholders seeking approval to, among other items, amend our certificate of incorporation.

On April 4, 2024, we filed an Amended Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting an increase of its authorized shares of common stock to 1,000,000,000 shares, the form of which is annexed as an exhibit to this annual report, a copy of which is annexed as an exhibit to this annual report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Alternatively, this information will be included in an amendment to this Form 10-K on Form 10-K/A within 120 days of December 31, 2024.

Chief Executive Officer Employment Agreement

On December 10, 2024, announced that the Board of Directors of the Company (the “Board”) had determined to appoint its interim Chief Executive Officer, Scott Maskin, as the permanent Chief Executive Officer (“CEO”) of the Company, effective December 10, 2024.

On May 23, 2024, Mr.

Maskin was appointed and has served as the Interim CEO since May 17, 2024, and will remain a member of the Board.

In connection with his appointment as the permanent CEO, the Company and Mr.

Maskin have entered into a written employment agreement (the “CEO Employment Agreement”) for an initial three-year term, which provides for the following compensation terms for Mr.

the CEO will receive a base annual salary of $295,000 (“Base Salary”), and Mr.

Maskin shall be eligible for the potential bonus of up to fifty percent of his Base Salary, the latter of which is discretionary based on goals established by the Company’s Board and may be changed from time to time.

In addition, Mr.

Maskin shall be entitled to participate in all employee benefit plans or programs offered by the Company to all its employees, subject to the eligibility requirements and terms of such plans or programs.

Upon termination under the terms of the CEO Employment Agreement, Mr.

Maskin shall be entitled to receive his Base Salary owed through the termination date, reimbursement of reasonable unpaid expenses incurred through such termination date.

The CEO Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances.

If, during the term of the CEO Employment Agreement, his employment is terminated by the Company other than for “cause,” death or disability or by Mr.

Maskin for “good reason” (each as defined in his agreement), he would be entitled to (i) pay or provide the Employee the benefits itemized in the CEO Employment Agreement, subject to the his signing and not rescinding a release of claims in a form acceptable to the Company, and he strictly complies with the terms of the agreement and any other written agreement between Mr.

Maskin and the Company or any of its affiliates as of the date any installments described therein is to be paid, the Company shall pay to the CEO as severance pay a total amount equal to one hundred percent of the annual Base Salary as of the date of termination.

Pursuant to his employment agreement, Mr.

Maskin has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information, and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property.

In addition, during the term of his employment and for the 12 month period following his termination of employment for any reason, Mr.

Maskin has agreed not to, among other provisions, (1) perform services on behalf of a competing business which was the same or similar to the types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, or (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business.

Chief Operating Officer Employment Agreement

On December 9, 2024, the Company and Mr.

James Brennan entered into a written employment agreement in connection with Mr.

Brennan’s employment as Chief Operating Officer (the “COO Employment Agreement”) for an initial three-year term, which provides for the following compensation terms:

the COO will receive a base annual salary of $275,000 (“Base Salary”), and Mr.

Brennan shall be eligible for the potential bonus of up to forty percent of his Base Salary, the latter of which is discretionary based on goals established by the Company’s Board and may be changed from time to time.

In addition, Mr.

Brennan shall be entitled to participate in all employee benefit plans or programs offered by the Company to all its employees, subject to the eligibility requirements and terms of such plans or programs.

Upon termination under the terms of the COO Employment Agreement, Mr.

Brennan shall be entitled to receive his Base Salary owed through the termination date, reimbursement of reasonable unpaid expenses incurred through such termination date.

The COO Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances.

If, during the term of the COO Employment Agreement, his employment is terminated by the Company other than for “cause,” death or disability or by Mr.

Brennan for “good reason” (each as defined in his agreement), he would be entitled to (i) pay or provide the Employee the benefits itemized in the COO Employment Agreement, subject to the his signing and not rescinding a release of claims in a form acceptable to the Company, and he strictly complies with the terms of the agreement and any other written agreement between Mr.

Brennan and the Company or any of its affiliates as of the date any installments described therein is to be paid, the Company shall pay to the COO as severance pay a total amount equal to one hundred percent of the annual Base Salary as of the date of termination.

Pursuant to his employment agreement, Mr.

Brennan has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information, and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property.

In addition, during the term of his employment and for the 12 month period following his termination of employment for any reason, Mr.

Brennan has agreed not to, among other provisions, (1) perform services on behalf of a competing business which was the same or similar to the types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, or (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business.

Code of Ethics and Business Conduct

2 unchanged sentences

These guidelines are intended to promote the ethical handling of conflicts of interest, full and fair disclosure in periodic reports filed by the Company, and compliance with laws, rules and regulations concerning this periodic reporting.

A copy of the Code is available on our website at https://ir.pineappleenergy.com/corporate-governance/governance-documents, and is also available, without charge, by writing to the Company’s Corporate Secretary at:

Pineapple Energy Inc., 10900 Red Circle Drive, Minnetonka, Minnesota 55343.

A copy of the Code is available on our website at https://ir.sunation.com/corporate-governance/governance-documents, and is also available, without charge, by writing to the Company’s Corporate Secretary at:

SUNation Energy Inc., 171 Remington Blvd., Ronkonkoma, NY 11779.

EXECUTIVE COMPENSATION

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(a) (1) Consolidated Financial Statements

The following Consolidated Financial Statements of Pineapple Energy Inc.

The following Consolidated Financial Statements of SUNation Energy, Inc.

and subsidiaries appear at pages 45 to 88 herein:

11 unchanged sentences

Title of Document

Form of Placement Agency Agreement, dated February 27, 2025, between the Company and Roth Capital Partners, LLC

Filed as Exhibit 1.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference.

Agreement and Plan of Merger, dated March 1, 2021, by and among Communications Systems, Inc., Helios Merger Co., Pineapple Energy LLC, Lake Street Solar LLC, and Randall D.

5 unchanged sentences

Filed as Exhibit 2.1 to Form 8-K filed on November 10, 2022 and incorporated herein by reference.

Fourth Amended and Restated Articles of Incorporation, as amended through January 30, 2024

Filed as Exhibit 3.2 to the Form 8-K filed on February 5, 2024 and incorporated herein by reference.

Restated Bylaws of Pineapple Energy Inc., as amended (effective as of April 13, 2022)

Filed as Exhibit 3.2 to the Form 8-K filed on April 13, 2022 and incorporated herein by reference.

Certificate of Incorporation of SUNation Energy, Inc.

Filed as Exhibit 3.1 to the Form 8-K filed on November 19, 2024 and incorporated herein by reference.

Bylaws SUNation Energy, Inc.

Filed as Exhibit 3.2 to the Form 8-K filed on November 19, 2024 and incorporated herein by reference.

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Communications Systems, Inc.

(n/k/a Pineapple Energy Inc.) filed on March 25, 2022

Included in Exhibit 3.1.

Filed as Exhibit 3.2 to Form 8-K filed on March 25, 2022 and incorporated herein by reference.

Certificate of Designation of Series B Preferred Stock, dated May 14, 2024

Filed as Exhibit 3.1 to Form 8-K filed on May 17, 2024 and incorporated herein by reference.

Statement of Cancellation of the Certificate of Designation of Series B Preferred Stock, effective as of August 14, 2024

Filed as Exhibit 3.7 to Form 10-Q filed on August 19, 2024 and incorporated herein by reference.

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock

Filed as Exhibit 3.1 to Form 8-K filed on September 9, 2024 and incorporated herein by reference.

Certificate of Correction to Certificate of Designation

Filed as Exhibit 3.1 to Form 8-K filed on September 26, 2024 and incorporated herein by reference.

Certificate of Designation of Series D Preferred Stock

Filed as Exhibit 3.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference.

Amended Certificate of Incorporation of SUNation Energy, Inc.

Filed as Exhibit 3.1 to Form 8-K filed on April 3, 2025 and incorporated herein by reference.

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Filed herewith.

Amended and Restated Registration Rights Agreement between Communications Systems, Inc.

and PIPE Investors

Filed as Exhibit 4.3 to the Form 8-K filed on September 15, 2021 and incorporated herein by reference.

Form of Senior Indenture

2 unchanged sentences

Filed as Exhibit 4.5 to Registration Statement on Form S-3 filed August 25, 2022 and incorporated herein by reference.

Employee Stock Ownership Plan and Trust, effective as of January 1, 2009

Filed as Exhibit 10.3 to the Form 10-K for the year ended December 31, 2011 (2011 Form 10-K) and incorporated herein by reference.

First Amendment, dated October 21, 2011, to the Communications Systems, Inc.

Employee Stock Ownership Plan and Trust.

Filed as Exhibit 10.3.1 to the 2011 Form 10-K and incorporated herein by reference.

Third Amendment, dated December 14, 2012 to the Communications Systems, Inc.

Employee Stock Ownership Plan and Trust.

Filed as Exhibit 10.1 to the Form 8-K dated December 20, 2012 and incorporated herein by reference.

Fourth Amendment, dated January 1, 2015 to the Communications Systems, Inc.

Employee Stock Ownership Plan and Trust

Filed as Exhibit 10.3.3 to the Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.

Form of Series A Warrant

Filed as Exhibit 4.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference.

Form of Series B Warrant

Filed as Exhibit 4.2 to Form 8-K filed on February 27, 2025 and incorporated herein by reference.

Form of Pre-Funded Warrant

Filed as Exhibit 4.3 to Form 8-K filed on February 27, 2025 and incorporated herein by reference.

Pineapple Energy Inc.

1 unchanged sentence

Filed as Appendix B to the 2023 Annual Meeting of Shareholders on Schedule 14A filed on November 3, 2023 and incorporated herein by reference.

Form of Communications Systems, Inc.

Change of Control Agreement for Executives

Filed as Exhibit 10.13 to the 2018 Form 10-K and incorporated herein by reference.

Voting Agreement, dated March 1, 2021, by and among Communications Systems, Inc., Pineapple Energy LLC, and the holders of capital stock of Communications Systems, Inc.

Filed as Exhibit 10.1 to the Form 8-K filed on March 3, 2021 and incorporated herein by reference.

Amended and Restated Securities Purchase Agreement dated as of September 15, 2021, between Communications Systems, Inc.

1 unchanged sentence

Filed as Exhibit 10.1 to the Form 8-K filed on September 15, 2021 and incorporated herein by reference.

Form of Lock-up Agreement by and among Communications Systems, Inc., certain directors, officers and shareholders of Communications Systems, Inc., and the PIPE Investors

Filed as Exhibit 10.2 to the Form 8-K filed on June 29, 2021 and incorporated herein by reference.

Asset Purchase Agreement dated March 1, 2021 by and among Hawaii Energy Connection, LLC and E-Gear, LLC as Seller, Steven P.

Godmere as Seller Representative, Pineapple Energy LLC as Buyer.

Filed as Exhibit 10.13 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference.

Loan and Security Agreement dated as of December 11, 2020 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc.

1 unchanged sentence

Filed as Exhibit 10.14 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference.

Working Capital Loan and Security Agreement dated as of January 8, 2021 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc.

as Lender and Agent.

Filed as Exhibit 10.15 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference.

Employment Agreement dated February 10, 2021 by and between Pineapple Energy LLC and Kyle Udseth.

Filed as Exhibit 10.17 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference.

Amendment No.

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Filed as Exhibit 10.19 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference.

First Amendment to Working Capital Loan and Security Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc.

as Lender and Agent.

Filed as Exhibit 10.20 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference.

Subscription Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC and Lake Street Solar LLC.

Filed as Exhibit 10.21 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference.

Subscription Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC and Hercules Capital, Inc.

Filed as Exhibit 10.22 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference.

Form of Restricted Stock Unit Award Agreement under the 2022 Equity Incentive Plan

6 unchanged sentences

Filed as Exhibit 10.4 to Form 10-Q filed on November 14, 2022 and incorporated herein by reference.

Offer Letter, dated September 16, 2022, by and between Pineapple Energy Inc.

and Eric Ingvaldson.

Filed as Exhibit 10.1 to Form 8-K filed on September 22, 2022 and incorporated herein by reference.

Restricted Stock Unit Award Agreement (Inducement Grant) between Eric Ingvaldson and Pineapple Energy Inc., dated as of October 11, 2022.

7 unchanged sentences

Filed as Exhibit 10.1 to Form 8-K filed on November 10, 2022 and incorporated herein by reference.

Employment Agreement, dated November 9, 2022, between Pineapple Energy Inc.

and Scott Maskin.

Filed as Exhibit 10.2 to Form 8-K filed on November 10, 2022 and incorporated herein by reference.

Subscription and Investment Representation Agreement between Pineapple Energy Inc.

and James Brennan dated November 9, 2022.

Filed as Exhibit 10.3 to Form 8-K filed on November 10, 2022 and incorporated herein by reference.

Employment Agreement, dated as of December 5, 2022, between Pineapple Energy Inc.

19 unchanged sentences

Filed as Exhibit 10.2 to Form 8-K filed on December 9, 2022 and incorporated herein by reference.

Purchase Agreement, dated November 18, 2021, between Communications Systems, Inc.

and Buhl Investors LLC, a Minnesota limited liability company, or its affiliated assignee with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota .

Filed as Exhibit 10.1 to the Form 8-K filed on November 23, 2021 and incorporated herein by reference.

First Amendment to Purchase Amendment dated February 15, 2022, to Purchase Agreement dated November 18, 2021, between the Company and Buhl Investors LLC, a Minnesota limited liability company, or its affiliated assignee with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota.

Filed as Exhibit 10.1 to the Form 8-K filed on February 16, 2022 and incorporated herein by reference.

Second Amendment to Purchase Amendment dated April 11, 2022 to Purchase Agreement dated November 18, 2021, as amended, between the Company and Buhl Investors LLC, with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota.

Filed as Exhibit 10.1 to Form 8-K filed on April 13, 2022 and incorporated herein by reference.

Third Amendment to Purchase Amendment dated April 26, 2022 to Purchase Agreement dated November 18, 2021, as amended, between the Company and Buhl Investors LLC, with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota.

Filed as Exhibit 10.1 to Form 8-K filed on April 28, 2022 and incorporated herein by reference.

Fourth Amendment to Purchase Amendment, dated May 26, 2022, to Purchase Agreement, dated November 18, 2021, as amended, between the Company and Buhl Investors LLC, with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota .

Filed as Exhibit 10.5 to Form 8-K filed on June 15, 2022 and incorporated herein by reference.

Form of Stock Transfer Agreement dated as of January 24, 2022.

Filed as Exhibit 10.3 to Registration Statement on Form S-3 filed on February 22, 2022 and incorporated herein by reference.

Memorandum Agreement Related to Sale of 10900 Red Circle Property dated June 10, 2022 between the Company and Richard Primuth.

Filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 22, 2022 and incorporated herein by reference.

Revenue Loan and Security Agreement dated as of June 1, 2023 by and among Pineapple Energy Inc., the Guarantors party thereto, and Decathlon Specialty Finance, LLC

6 unchanged sentences

Primuth in his capacity as the initial CVR Holders’ Representative.

Filed as Exhibit 10.46 to the Form 10-K filed on April 1, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement between Pineapple Energy, Inc.

and each purchaser identified therein

Filed as Exhibit 10.1 to Form 8-K filed on February 5, 2024 and incorporated herein by reference.

Form of Waiver and Amendment

Filed as Exhibit 10.2 to Form 8-K filed on February 5, 2024 and incorporated herein by reference.

Subscription and Investment Representation Agreement, dated April 23, 2024, by and between Pineapple Energy Inc.

and Lake Street Solar, LLC

Filed as Exhibit 10.1 to Form 8-K filed on May 17, 2024 and incorporated herein by reference.

Form of Limited Waiver and Amendment

Filed as Exhibit 10.1 to Form 8-K filed on May 22, 2024 and incorporated herein by reference.

Separation Agreement between Kyle Udseth and Pineapple Energy Inc.

dated May 19, 2024

Filed as Exhibit 10.2 to Form 8-K filed on May 23, 2024 and incorporated herein by reference.

Pineapple Energy Inc.

2022 Equity Incentive Plan, as amended through July 19, 2024

Filed as Exhibit 10.1 to Form 8-K filed on July 25, 2024 and incorporated herein by reference.

Secured Credit Agreement, dated July 22, 2024, between Pineapple Energy Inc.

and Conduit Capital U.S.

Filed as Exhibit 10.1 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Secured Credit Note, dated July 22, 2024, between Pineapple Energy Inc.

and Conduit Capital U.S.

Holdings, LLC

Filed as Exhibit 10.2 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Security Agreement, dated July 22, 2024, between Pineapple Energy Inc.

and Conduit Capital U.S.

Holdings, LLC

Filed as Exhibit 10.3 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Secured Credit Agreement, dated July 22, 2024, between Pineapple Energy Inc.

and MBB Energy, LLC

Filed as Exhibit 10.4 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Secured Credit Note, dated July 22, 2024, between Pineapple Energy Inc.

and MBB Energy, LLC.

Filed as Exhibit 10.5 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Security Agreement, dated July 22, 2024, between Pineapple Energy Inc.

and MBB Energy, LLC

Filed as Exhibit 10.6 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

First Amendment to Revenue Loan and Security Agreement, dated July 22, 2024, by and among Pineapple Energy Inc., the Guarantors party thereto, and Decathlon Specialty Finance LLC

Filed as Exhibit 10.7 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Amendment and Joinder to Subordination Agreement, dated July 22, 2024 among Pineapple Energy Inc., Decathlon Growth Credit, LLC, Hercules Capital, Inc., and MBB Energy, LLC and Conduit Capital U.S.

Holdings, LLC

Filed as Exhibit 10.8 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Consent and Amendment No.

3 to Loan and Security Agreement, dated July 22, 2024 by and among Pineapple Energy LLC, Pineapple Energy Inc.

and each other person that has delivered a Joinder Agreement

Filed as Exhibit 10.9 to Form 8-K filed on July 26, 2024 and incorporated herein by reference.

Offer Letter dated August 28, 2024, between Pineapple Energy Inc.

and Andrew Childs

Filed as Exhibit 10.1 to Form 8-K filed on September 4, 2024 and incorporated herein by reference.

Amended and Restated Convertible Secured Credit Note, dated September 9, 2024, between Pineapple Energy Inc.

and Conduit Capital U.S.

Holdings, LLC

Filed as Exhibit 10.2 to Form 8-K filed on September 9, 2024 and incorporated herein by reference.

Form of Securities Exchange Agreement between Pineapple Energy, Inc.

and the holder signatory hereto

Filed as Exhibit 10.3 to Form 8-K filed on September 9, 2024 and incorporated herein by reference.

Second Amended and Restated Convertible Secured Credit Note, dated September 23, 2024, between Pineapple Energy Inc.

and Conduit Capital U.S.

Holdings, LLC

Filed as Exhibit 10.2 to Form 8-K filed on September 26, 2024 and incorporated herein by reference.

At The Market Offering Agreement dated as of October 21, 2024, between Pineapple Energy Inc.

and Roth Capital Partners, LLC

Filed as Exhibit 10.1 to Form 8-K filed on October 21, 2024 and incorporated herein by reference.

Second Amendment to Revenue Loan and Security Agreement, dated September 12, 2024, by and among Pineapple Energy Inc., the Guarantors party thereto, and Decathlon Specialty Finance LLC

Filed as Exhibit 10.15 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference.

Consent and Amendment No.

4 to Loan and Security Agreement, dated September 20, 2024, by and among Pineapple Energy LLC, Pineapple Energy Inc.

and each other person that has delivered a Joinder Agreement

Filed as Exhibit 10.16 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference.

Amendment to Secured Credit Note, dated November 1, 2024, between Pineapple Energy Inc.

and MBB Energy, LLC

Filed as Exhibit 10.19 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference.

Amendment to Second Amended and Restated Convertible Secured Credit Note;

and to the Credit Agreement, dated November 1, 2024, between Pineapple Energy Inc.

and Conduit Capital U.S.

Filed as Exhibit 10.20 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference.

Employment Agreement, dated December 9, 2024, between SUNation Energy Inc.

and Scott Maskin

Filed as Exhibit 10.1 to Form 8-K filed on December 13, 2024 and incorporated herein by reference.

Employment Agreement, dated December 9, 2024, between SUNation Energy, Inc.

and Jim Brennan

Filed as Exhibit 10.2 to Form 8-K filed on December 13, 2024 and incorporated herein by reference.

Second Amendment to Contingent Value Rights Agreement dated March 25, 2022 by and among the Company, Equiniti Trust Company, as Rights Agent, and Richard A.

Primuth in his capacity as the initial CVR Holders’ Representative, dated December 30, 2024

Filed as Exhibit 10.1 to Form 8-K filed on January 7, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, dated February 27, 2025, between the Company and purchasers identified therein

Filed as Exhibit 10.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference.

Amended and Restated Long-Term Senior Secured Promissory Note, dated April 10, 2025, between SUNation Energy, Inc.

and both Scott Maskin and James Brennan

Filed herewith.

Subsidiaries of the Registrant

Pledge and Security Agreement, dated April 10, 2025, by and between SUNation Energy, Inc.

and Scott Maskin and James Brennan

Filed herewith.

Consent of Independent Registered Public Accounting Firm

Senior Secured Contingent Note, dated April 10, 2025, between SUNation Energy, Inc.

and both Scott Maskin and James Brennan

Filed herewith.

Subordination and Intercreditor Agreement among SUNation Energy, Inc., Scott Maskin and James Brennan

Filed herewith.

Subsidiaries of the Registrant

Filed herewith.

Consent of Independent Registered Public Accounting Firm

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Compensation Recovery Policy

Filed herewith.

Filed as Exhibit 97 to Form 10-K filed on April 1, 2024 and incorporated herein by reference.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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# Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601.

Pineapple agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SUNation Energy agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

*Indicates management contract or compensatory plan or arrangement.

2 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pineapple Energy Inc.

/s/ Kyle Udseth

SUNation Energy, Inc.

/s/ Scott Maskin

April 15, 2025

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kyle Udseth and Eric Ingvaldson as their true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

/s/ Kyle Udseth

Each person whose signature appears below constitutes and appoints Scott Maskin and James Brennan as their true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

/s/ Scott Maskin

Chief Executive Officer (Principal Executive Officer),

April 15, 2024

/s/ Eric Ingvaldson

Chief Financial Officer (Principal Financial Officer)

/s/ James Brennan

Chief Operating Officer and Chief Financial Officer

April 15, 2025

Eric Ingvaldson

James Brennan

(Principal Financial Officer)

/s/ Kristin A.

Corporate Controller (Principal Accounting Officer)

April 1, 2024

/s/ Marilyn Adler

Chief Accounting Officer (Principal Accounting Officer)

April 15, 2025

Marilyn Adler

/s/ Thomas J.

/s/ Spring Hollis

April 15, 2025

/s/ Scott Honour

Spring Hollis

April 15, 2025

1 unchanged sentence

April 15, 2025

/s/ Scott Maskin

April 1, 2024

/s/ Randall D.

/s/ Kevin O’Connor

April 15, 2025

Kevin O’Connor

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