What changed in this filing

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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-31 · 1009 added, 975 removed, 156 unchanged (93% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures as of December 31, 2021.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports

that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal

executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

We have adopted and maintain disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under

the Exchange Act, such as this Annual Report on Form 10-K, is collected, recorded, processed, summarized, and reported within the

time periods specified in the rules of the SEC.

Our disclosure controls and procedures are also designed to ensure that such information

is accumulated and communicated to management to allow timely decisions regarding required disclosure.

Management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives

and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial

Officer concluded that, as of such a date, our disclosure controls and procedures were not effective d ue

to the material weaknesses in our internal control over financial reporting, as further described below .

Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting

is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s

management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Management conducted

an assessment of the Company’s internal control over financial reporting as of December 31, 2021 based on the framework and criteria

established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of December 31, 2021, the Company’s internal controls over financial reporting

were not effective.

Company has material weaknesses pertaining to controls that address segregation of duties across financially relevant functions and applications

used in financial reporting.

We have concluded that these material weaknesses existed because, as a small company, we did not have the

necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting

requirements of a public company.

are in the process of implementing measures designed to improve our internal control over financial reporting to remediate these material

The Company’s plan to remediate the material weakness in its internal control over financial reporting includes increasing

staffing with its finance department sufficient to facilitate proper segregation of accounting functions and to enable appropriate review

of its internally prepared financial statements.

has developed and is executing a remediation plan to address the previously disclosed material weaknesses.

We are actively recruiting

to retain a full-time controller and we are utilizing the assistance of outside advisors where appropriate.

remediate the existing material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts.

The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time

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

As of December 31, 2021, the material weakness

has not been remediated.

in Internal Control over Financial Reporting

the year ended December 31, 2021, there were no changes in our internal control over financial reporting (as defined in Rules 13a 15(f)

and 15d 15(f) of the Exchange Act) that occurred that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

of Independent Registered Public Accounting Firm

Annual Report on Form 10-K does not include an attestation report by Grassi & Co., CPAs, P.C.

(“Grassi”), our independent

registered public accounting firm, regarding internal control over financial reporting.

As a smaller reporting company, our internal

control over financial reporting was not subject to audit by our independent registered public accounting firm pursuant to rules of

the SEC that permit us to provide only management’s report.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31,

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by

a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time

periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial

officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have adopted

and maintain disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that

are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such

as this Annual Report, is collected, recorded, processed, summarized, and reported within the time periods specified in the rules of

Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management

to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as

of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such a date, our disclosure controls

and procedures were not effective d ue to the material weaknesses in our internal control over financial

reporting, related to not yet having retained sufficient staff or engaged sufficient outside consultants with appropriate experience

in GAAP presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures over internal

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f)

under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors

regarding the preparation and fair presentation of published financial statements.

Management conducted an assessment of the Company’s

internal control over financial reporting as of December 31, 2022 based on the framework and criteria established by the Committee of

Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management

concluded that, as of December 31, 2022, the Company’s internal controls over financial reporting were not effective.

The Company has material weaknesses pertaining to

controls that address segregation of duties across financially relevant functions and applications used in financial reporting.

concluded that these material weaknesses existed because, as a small company, we did not have the necessary business processes, systems,

personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

We are in the process of implementing measures designed

to improve our internal control over financial reporting to remediate these material weaknesses.

The Company’s plan to remediate

the material weakness in its internal control over financial reporting includes increasing staffing with its finance department sufficient

to facilitate proper segregation of accounting functions and to enable appropriate review of its internally prepared financial statements.

Remediation Plan

Management has developed

and is executing a remediation plan to address the previously disclosed material weaknesses, due to inadequate staffing levels.

actively recruiting for a full-time Controller and have retained a full time Staff Accountant;

we have selected and are working on implementing

a robust operating system and we are utilizing the assistance of outside advisors where appropriate.

To remediate the existing

material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts.

The material weaknesses

cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded,

through testing, that these controls are operating effectively.

As of December 31, 2022, controls and procedure have been implemented

to remediate the material weakness, however testing of controls continues.

Changes in Internal Control over Financial

During the year ended December 31, 2022, we hired

additional staff in our finance department and have developed and refined our controls and other producers that are designed to ensure

that information required to be disclosed by us in the reports that we file with the SEC are recorded, processed, summarized and reported

within the time periods specified in SEC rules and in accordance with GAAP.

Report of Independent Registered Public Accounting Firm

This Annual Report does not include an attestation

report by Grassi & Co., CPAs, P.C.

(“Grassi”), our independent registered public accounting firm, regarding internal control

over financial reporting.

As a smaller reporting company, our internal control over financial reporting was not subject to audit by our

independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

About our Executive Officers and Directors

business and affairs are organized under the direction of our board of directors, which currently consists of five members.

following table sets forth the names, ages and positions of our executive officers and directors as of the date of this Annual Report

on Form 10-K:

Executive Officer, President and Director

President and Director

Financial Officer

Rockenbach (1)(2)(3)

Melvin (1)(2)(3)

Ross (1)(2)(3)(6)

Shallcross (1)(2)(3)(4)(5)

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and

Corporate Governance.

Information About our Executive Officers and Directors

Our business and affairs are organized under the direction

of our board of directors, which currently consists of six members.

The following table sets forth the names, ages and

positions of our executive officers and directors as of the date of this Annual Report:

Executive Officers:

Chief Executive Officer, President and Director

Preston Yarborough

Vice President and Director

Carrie Gunnerson

Chief Financial Officer

Non-Employee Directors:

Bard Rockenbach (1)(2)(3)

James Melvin (1)(2)(3)

Neil Ross (1)(2)(3)(6)

Kevin Schuyler (1)(2)(3)(4)(5)

(1) Member of the audit committee

(2) Member of the compensation committee

Member of the corporate governance and nominating committee

(3) Member of the corporate governance and nominating

(4) Chair of audit committee

1 unchanged sentence

(6) Chair of corporate governance and nominating committee

Visconti has been our Chief Executive Officer, President and Director since 2015.

With over 25 years of executive level operational

and financial experience, Mr.

Visconti was the founder, CEO and President of two previous companies, the first company was a regional

Investment Bank that he built to over 400 employees and sold in 2000.

The second company was ValueRich, a financial media company that

was taken public on the American Stock Exchange in 2007.

ValueRich transitioned from media related business to Twin Vee PowerCats, Inc.

Visconti has experience building teams of professionals with a focus on product development and bringing those products

Visconti received his Associate’s degree from Lynn University in 1984.

Executive Officers

Joseph Visconti has been our Chief Executive

Officer, President and Chair of the Board since 2015.

Visconti also serves as the Chair of the Board and Chief of Product Development

With over 25 years of executive level operational and financial experience, Mr.

Visconti was the founder, CEO and President

of two previous companies, the first company was a regional Investment Bank that he built to over 400 employees and sold in 2000.

second company was ValueRich, a financial media company that was taken public on the American Stock Exchange in 2007.

ValueRich transitioned

from media related business to Twin Vee PowerCats, Inc.

Visconti has experience building teams of professionals with a focus

on product development and bringing those products to market.

Visconti received his Associate’s degree from Lynn University

We believe that Mr.

Visconti’s experience

leading us and our parent company and his operational and financial experience makes him well qualified to be a director of the Company.

Yarborough has been our Vice President since our inception, our Director since August 2010 and has acted as the Director of

Product Development of our parent company since August 2010.

Visconti’s experience leading us and our majority shareholder company and his operational and financial

experience makes him well qualified to be a director of the Company.

Preston Yarborough has been our Vice President

since our inception, our Director since August 2010 and has acted as the Director of Product Development of our majority shareholder company

since August 2010.

We believe Mr.

Yarborough’s history and experience developing products

and managing the development of new products with us and our parent company make him a valuable member of our board and management.

Gunnerson has been our Chief Financial Officer since October 2021.

operated Gunnerson Consulting from August 1, 2020 until September 30, 2021, specializing in financial consulting for small to midsized

organization.

Yarborough’s history and experience developing products and managing the development of new products

with us and our majority shareholder company make him a valuable member of our board and management.

Carrie Gunnerson has been our Chief Financial

Officer since October 2021.

Gunnerson, operated Gunnerson Consulting from August 1, 2020 until September 30, 2021, specializing

in financial consulting for small to midsized organization.

Since February 6, 2023, Ms.

Gunnerson also serves as the interim Chief financial

Officer of Forza and she served as the Chief Financial Officer of Forza from October 15, 2021 until its initial public offering in August

Gunnerson served as the President and Chief Executive Officer of Art’s Way Manufacturing Co., Inc.

5 unchanged sentences

Gunnerson was named a director of the Farm Equipment Manufacturers Association, from November 2016 through July 2020.

Rockenbach has been a member of our Board of Directors since November 7, 2021.

Rockenbach has been a practicing attorney for

Since January 2005, he has been the managing partner of Burlington & Rockenbach, P.A., a trial and appellate litigation

law firm in West Palm Beach, Florida.

Before forming Burlington & Rockenbach, P.A., Rockenbach was a solo practitioner and also worked

for insurance defense law firms throughout Florida.

Rockenbach is board certified by the Florida Bar Association in appellate practice

and has over 250 published decisions.

In addition to his legal experience, Mr.

Rockenbach has served on the Board of Directors of the

Appellate Practice Section of the Florida Justice Association as both a chairman and a director.

He was also the chairman of the Palm

Beach County Bar Association Technology Committee.

Rockenbach has a Bachelor of Science in Accounting from the University of Florida

and a Juris Doctor from the Stetson University College of Law.

Melvin has been a member of our Board of Directors since April 8, 2021.

Melvin, a multiple class world and national sailboat

champion, is an innovative designer of yachts and aircrafts.

He founded Morrelli & Melvin in 1992, a design and engineering company

specializing in sailboats and yachts and has served as its Chief Executive Officer since its inception.

Since October 2019, he has served

as the President of Pro Coach Boats LLC, a company he founded that manufacturer and sells boats, and since May 2019, he has served as

the Chief Technology Officer of Argo Rocket Marine LLC, a provider of space industry marine services and products.

Melvin received

his degree in Aerospace Engineering from Boston University.

We believe that Mr.

Melvin’s expertise in designing boats and aircraft

and managing all aspects of a boat company, as well as his passion for boats and sailing make him an invaluable member of our Board and

well qualified to be a director of the Company.

Ross has been a member of our Board of Directors since April 8, 2021.

He has over 30 years of experience in launching products

and companies and promoting and growing brands.

He has served as the Chief Executive Officer of James Ross Advertising since founding

it in February 2003.

Most notably, Neil has extensive marine experience partnering with brands like Galati Yachts Sales, Jefferson Beach

Yacht Sales, Allied Marine, Bertram Yachts, Twin Vee, Jupiter Marine and Sealine to name a few.

Ross received his Bachelor’s

degree from Florida State University.

Independent Directors

Bard Rockenbach has been a member of our Board

of Directors since November 7, 2021.

Rockenbach has been a practicing attorney for 33 years.

Since January 2005, he has been the managing

partner of Burlington & Rockenbach, P.A., a trial and appellate litigation law firm in West Palm Beach, Florida.

Before forming Burlington

& Rockenbach, P.A., Rockenbach was a solo practitioner and also worked for insurance defense law firms throughout Florida.

is board certified by the Florida Bar Association in appellate practice and has over 250 published decisions.

In addition to his legal

experience, Mr.

Rockenbach has served on the Board of Directors of the Appellate Practice Section of the Florida Justice Association as

both a chairman and a director.

He was also the chairman of the Palm Beach County Bar Association Technology Committee.

has a Bachelor of Science in Accounting from the University of Florida and a Juris Doctor from the Stetson University College of Law.

We believe Mr.

Ross’ experience in the yacht and boating industry as well as his expertise

in brand awareness and growth makes him well qualified to be a director of the Company.

Shallcross has been a member of our Board of Directors since April 8, 2021.

Shallcross has also served as a Board member

of Elys Game Technologies, Corp.

ELYS) an international, vertically integrated commercial-stage company engaged in various aspects

of the leisure gaming industry since June 13, 2019, and Synthetic Biologics Inc.

(NYSE American:

SYN) (“Synthetic Biologics”)

since December 6, 2018 and as its Chief Executive Officer, a position he was appointed to on December 6, 2018 where he currently

serves as Chief Financial Officer.

Shallcross was appointed as the Interim Chief Executive Officer of Synthetic Biologics on

December 5, 2017 and has served as its Chief Financial Officer, Treasurer and Secretary since June 2015.

From May 2013

through May 2015, Mr.

Shallcross served as Executive Vice President and Chief Financial Officer of Nuo Therapeutics, Inc.

(formerly Cytomedix, Inc.).

In January 2016, Nuo Therapeutics, Inc.

filed a voluntary petition for relief under Chapter

11 of the U.S.

Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware and on April 25, 2016, the Bankruptcy

Court entered an order granting approval of Nuo’s plan of reorganization.

From July 2012 to May 2013, Mr.

held the offices of Executive Vice President, Chief Financial Officer and Treasurer of Empire Petroleum Partners, LLC, a motor fuel distribution

From July 2011 to March 2012, Mr.

Shallcross was Acting Chief Financial Officer of Senseonics, a privately-held

medical device company located in Germantown, MD.

From January 2009 to March 2011, he served as Executive Vice President and

Chief Financial Officer of Innocoll AG (formerly privately held Innocoll Holdings, Inc.), a global, commercial-stage biopharmaceutical

company specializing in the development and commercialization of collagen-based products.

He also served for four years as the Chief

Financial Officer and Treasurer of Vanda Pharmaceuticals, Inc., leading the company through its successful IPO and follow-on offering

and previously served as the Senior Vice President and Chief Financial Officer of Middlebrook Pharmaceuticals, Inc.

(formerly Advancis

Pharmaceutical Corporation).

In addition, Mr.

Shallcross also served as the Chief Financial Officer of Bering Truck Corporation.

He holds an MBA from the University of Chicago’s Booth School of Business, a Bachelor of Science degree in Accounting from the

University of Illinois, Chicago, and is a Certified Public Accountant in the State of Illinois.

Rockenbach’s broad understanding

of business and legal matters, as well as his passion for boats and sailing, make him an invaluable member of our Board and well qualified

to be a director of the Company.

James Melvin has been a member of our

Board of Directors since April 8, 2021.

Melvin, a multiple class world and national sailboat champion, is an innovative designer of

yachts and aircrafts.

He founded Morrelli & Melvin in 1992, a design and engineering company specializing in sailboats and yachts

and has served as its Chief Executive Officer since its inception.

Since October 2019, he has served as the President of Pro Coach Boats

LLC, a company he founded that manufacturer and sells boats, and since May 2019, he has served as the Chief Technology Officer of Argo

Rocket Marine LLC, a provider of space industry marine services and products.

Melvin received his degree in Aerospace Engineering

from Boston University.

We believe that Mr.

operational, financial and international experience, as well as an established track record at leading the financial development and

strategy for several publicly traded companies, makes him well qualified to be a director of the Company.

Leffew was appointed as President of Forza in December 2021.

Leffew served as the Senior Vice President, Manufacturing of Maverick

Boat Group, Inc.

from September 1999 until April 2021, where he was responsible for overseeing manufacturing operations and over 450

direct employees at a company with over $125 million in sales.

Prior to joining Maverick Boat Group, Inc., from September 1994 to September

1999 he was a Facilities Director at the Harbor Branch Oceanographic Institution where he directed all construction and maintenance needs

for an over 500,000 square foot mixed-use space and managed a budget exceeding $5 million a year.

Leffew received his Bachelor of

Science in Mechanical Engineering from the University of Central Florida in July 1987.

Leffew’s history and experience manufacturing

products, budgeting and forecasting and managing direct employees will make him a valuable member of our management.

Relationships

family relationships exist between any director, executive officer or person nominated or chosen to be a director or officer.

of Directors Composition

board of directors currently consists of six members.

The number of directors will be fixed by our board of directors, subject to the

terms of our certificate of incorporation and bylaws.

Each of our current directors will continue to serve as a director until the election

and qualification of his or her successor, or until his or her earlier death, resignation or removal.

certificate of incorporation provides that our board of directors is divided into three (3) classes with staggered three-year terms.

Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder

of their respective three-year terms.

Our current directors are divided among the three (3) classes as follows:

Class I directors are Neil Ross and Bard Rockenbach, and their terms will expire at the annual meeting of stockholders to be

held in 2022;

Class II directors are James Melvin and Preston Yarborough, and their terms will expire at the annual meeting of stockholders

to be held in 2023;

Class III directors are Steven A.

Shallcross and Joseph Visconti, and their terms will expire at the annual meeting of stockholders

to be held in 2024.

each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in

the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election

and until his or her successor is duly elected and qualified, in accordance with our certificate of incorporation.

Any additional directorships

resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each

class will consist of one-third of our directors.

classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

addition, under the terms of our certificate of incorporation and our bylaws, members of our board of directors may only be removed for

This may also have the effect of delaying or preventing changes in control of our company.

common stock has traded The Nasdaq Capital Market, or Nasdaq, under the symbol “VEEE” since July 21, 2021.

Under the rules

of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion

of its initial public offering.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed

company’s audit, compensation and corporate governance and nominating committees be independent.

Audit committee members and compensation

committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the

Exchange Act.

Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of

that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed

company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board of

directors committee:

(1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company

or any of its subsidiaries;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine

that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining

whether the director has a relationship to the company which is material to that director’s ability to be independent from management

in connection with the duties of a compensation committee member, including, but not limited to:

(i) the source of compensation

of such director, including any consulting, advisory or other compensatory fee paid by the company to such director;

and (ii) whether

such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and

considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent

judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each non-employee director

concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined

that none of Messrs.

Rockenbach, Ross, Melvin, and Shallcross have relationships that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term

is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1under the Exchange Act.

making these determinations, our board of directors considered the current and prior relationships that each non-employee director has

with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including

the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section

titled “Certain Relationships and Related Party Transactions.”

of Directors Leadership Structure

Chief Executive Officer serves as our Chairman of the Board.

Melvin’s expertise in designing

boats and aircraft and managing all aspects of a boat company, as well as his passion for boats and sailing make him an invaluable member

of our Board and well qualified to be a director of the Company.

Neil Ross has been a member of our Board

of Directors since April 8, 2021.

He has over 30 years of experience in launching products and companies and promoting and growing brands.

He has served as the Chief Executive Officer of James Ross Advertising since founding it in February 2003.

Most notably, Neil has extensive

marine experience partnering with brands like Galati Yachts Sales, Jefferson Beach Yacht Sales, Allied Marine, Bertram Yachts, Twin Vee,

Jupiter Marine and Sealine to name a few.

Ross received his Bachelor’s degree from Florida State University.

We believe Mr.

Ross’ experience in the yacht

and boating industry as well as his expertise in brand awareness and growth makes him well qualified to be a director of the Company.

Kevin Schuyler, CFA has been a member of our

Board of Directors since July 2022.

Schuyler is the Vice Chairman of the board of directors and Lead Independent Director of Adial

Pharmaceuticals, Inc.

ADIL) where he has served as a director since April 2016.

He currently also serves as a senior managing

director at CornerStone Partners, a full-service institutional CIO and investment office located in Charlottesville, VA, with approximately

$10 billion under management.

Prior to joining CornerStone Partners in 2006, he held various positions with McKinsey & Company, Louis

Dreyfus Corporation and The Nature Conservancy.

Schuyler serves on various boards and committees of Sentara Martha Jefferson Hospital,

the US Endowment for Forestry and Communities, and Stone Barns Center.

He is a member of the investment committee of the Margaret A.

Cargill Philanthropies.

Schuyler graduated with honors from Harvard College and received his MBA from The Darden Graduate School

of Business at the University of Virginia.

He is a member of the Chartered Financial Analyst Society of Washington, DC.

We selected Mr.

Schuyler to serve on our board of directors because he brings extensive knowledge of the financial markets.

We believe Mr.

Schuyler’s business background

provides him with a broad understanding of the financial markets and the financing opportunities available to us.

Significant Employee

Jim Leffew was appointed as President of Forza

in December 2021.

Leffew served as the Senior Vice President, Manufacturing of Maverick Boat Group, Inc.

from September 1999 until

April 2021, where he was responsible for overseeing manufacturing operations and over 450 direct employees at a company with over $125

million in sales.

Prior to joining Maverick Boat Group, Inc., from September 1994 to September 1999 he was a Facilities Director at the

Harbor Branch Oceanographic Institution where he directed all construction and maintenance needs for an over 500,000 square foot mixed-use

space and managed a budget exceeding $5 million a year.

Leffew received his Bachelor of Science in Mechanical Engineering from the

University of Central Florida in July 1987.

Leffew’s history and experience manufacturing products, budgeting and forecasting

and managing direct employees will make him a valuable member of our management.

Family Relationships

No family relationships exist between any director,

executive officer or person nominated or chosen to be a director or officer.

Board of Directors Composition

Our board of directors currently consists of six members.

The number of directors will be fixed by our board of directors, subject to the terms of our certificate of incorporation and bylaws.

Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until

his or her earlier death, resignation or removal.

Our certificate of incorporation provides that our

board of directors is divided into three (3) classes with staggered three-year terms.

Only one class of directors will be elected at each

annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms.

directors are divided among the three (3) classes as follows:

the Class I directors are Neil Ross and Bard Rockenbach, and their terms will expire at the annual meeting of stockholders to be held in 2025;

the Class II directors are James Melvin and Preston Yarborough, and their terms will expire at the annual meeting of stockholders to be held in 2023;

the Class III directors are Kevin Schuyler and Joseph Visconti, and their terms will expire at the annual meeting of stockholders to be held in 2024.

At each annual meeting of stockholders, upon the expiration

of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election

and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified,

in accordance with our certificate of incorporation.

Any additional directorships resulting from an increase in the number of directors

will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

This classification of our board of directors may

have the effect of delaying or preventing changes in control of our company.

In addition, under the terms of our certificate of

incorporation and our bylaws, members of our board of directors may only be removed for cause.

This may also have the effect of delaying

or preventing changes in control of our company.

Director Independence

Our common stock has traded The Nasdaq Capital Market,

or Nasdaq, under the symbol “VEEE” since July 21, 2021.

Under the rules of Nasdaq, independent directors must comprise a majority

of a listed company’s board of directors within one year of the completion of its initial public offering.

In addition, the rules

of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and corporate governance

and nominating committees be independent.

Audit committee members and compensation committee members must also satisfy the independence

criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act.

Under the rules of Nasdaq, a director

will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person

does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a

To be considered to be independent for purposes of

Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity

as a member of the audit committee, the board of directors, or any other board of directors committee:

(1) accept, directly or indirectly,

any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

or (2) be an affiliated person

of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1

and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent,

including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which

is material to that director’s ability to be independent from management in connection with the duties of a compensation committee

member, including, but not limited to:

(i) the source of compensation of such director, including any consulting, advisory or other

compensatory fee paid by the company to such director;

and (ii) whether such director is affiliated with the company, a subsidiary

of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition,

the composition of its committees and the independence of our directors and considered whether any director has a material relationship

with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

information requested from and provided by each non-employee director concerning his or her background, employment and affiliations, including

family relationships, our board of directors has determined that none of Messrs.

Rockenbach, Ross, Melvin, and Schuyler have relationships

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these

directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under

the Exchange Act.

In making these determinations, our board of directors

considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances

our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each

non-employee director, and the transactions involving them described in Part III, Item 13 “Certain Relationships and Related Transactions,

and Director Independence.”

Board of Directors Leadership Structure

Our Chief Executive Officer serves as our Chairman

of the Board.

Our Board does not have a lead independent director.

Our Board has determined

its leadership structure is appropriate and effective given our stage of development.

of Directors Committees

currently have an audit committee, a compensation committee and a corporate governance and nominating committee, each of which have the

composition and the responsibilities described below.

The following table shows the directors who are currently members or Chairman of

each of these committees.

Our Board has determined its leadership structure is appropriate and

effective given our stage of development.

Board of Directors Committees

We currently have an audit committee, a compensation

committee and a corporate governance and nominating committee, each of which have the composition and the responsibilities described below.

The following table shows the directors who are currently members or Chairman of each of these committees.

Board Members

Governance and Nominating

members of our audit committee consist of Bard Rockenbach, James Melvin, Neil Ross and Steven A.

Shallcross serves as

the chair of our audit committee.

All of the members of the audit committee are independent, as that term is defined under the rules

The primary purpose of the audit committee is to oversee the quality and integrity of our accounting and financial reporting

processes and the audit of our financial statements.

Specifically, the audit committee will:

and hire the independent registered public accounting firm to audit our financial statements;

to ensure the independence and performance of the independent registered public accounting firm;

audit and non-audit services and fees;

financial statements and discuss with management and the independent registered public accounting firm our annual audited and quarterly

financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal

controls over financial reporting and disclosure controls;

the audit committee report that the SEC requires to be included in our annual proxy statement;

reports and communications from the independent registered public accounting firm;

the adequacy and effectiveness of our internal controls and disclosure controls and procedure;

our policies on risk assessment and risk management;

related party transactions;

and oversee procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission

by our employees of concerns regarding questionable accounting or auditing matters.

audit committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Bard Rockenbach

Kevin Schuyler

Audit Committee

The members of our audit committee consist of Bard

Rockenbach, James Melvin, Neil Ross and Kevin Schuyler.

Schuyler serves as the chair of our audit committee.

All of the members of

the audit committee are independent, as that term is defined under the rules of Nasdaq.

The primary purpose of the audit committee is

to oversee the quality and integrity of our accounting and financial reporting processes and the audit of our financial statements.

Specifically,

the audit committee will:

select and hire the independent registered public accounting firm to audit our financial statements;

help to ensure the independence and performance of the independent registered public accounting firm;

approve audit and non-audit services and fees;

review financial statements and discuss with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

prepare the audit committee report that the SEC requires to be included in our annual proxy statement;

review reports and communications from the independent registered public accounting firm;

review the adequacy and effectiveness of our internal controls and disclosure controls and procedure;

review our policies on risk assessment and risk management;

review related party transactions;

establish and oversee procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

Our audit committee operates under a written charter

that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

The Board has determined that Mr.

Shallcross is an audit committee financial expert, as such term is used in Section 407 of Regulation

compensation committee consists of Bard Rockenbach, James Melvin, Neil Ross and Steven A.

Shallcross serves as the chair

of our compensation committee.

All of the members of our compensation committee are independent, as that term is defined under the rules

Our compensation committee oversees our compensation policies, plans and benefits programs.

Schuyler is an audit

committee financial expert, as such term is used in Section 407 of Regulation S-K.

Compensation Committee

Our compensation committee consists of Bard Rockenbach,

James Melvin, Neil Ross and Kevin Schuyler.

Schuyler serves as the chair of our compensation committee.

All of the members of our

compensation committee are independent, as that term is defined under the rules of Nasdaq.

Our compensation committee oversees our compensation

policies, plans and benefits programs.

The compensation committee also:

our overall compensation philosophy and compensation policies, plans and benefit programs;

and recommends to our board of directors for approval compensation for our executive officers and directors;

the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer

deemed to be an emerging growth company or a smaller reporting company;

our equity compensation plans.

compensation committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Governance and Nominating Committee

members of our corporate governance and nominating committee consist of Bard Rockenbach, James Melvin, Neil Ross and Steven A.

Neil Ross serves as the chair of our corporate governance and nominating committee.

Each is independent, as that term is defined under

the rules of Nasdaq.

Our corporate governance and nominating committee oversees and assists our board of directors in reviewing and recommending

nominees for election as directors.

Specifically, the corporate governance and nominating committee:

evaluates and makes recommendations to our board of directors regarding nominees for election to our board of directors and its

and make recommendations to our board of directors regarding the composition of our board of directors and its committees;

developments in corporate governance practices;

the adequacy of our corporate governance practices and reporting;

the performance of our board of directors and of individual directors.

corporate governance and nominating committee operates under a written charter that satisfies the applicable rules of the SEC and the

listing standards of Nasdaq.

its governance role, and particularly in exercising its duty of care and diligence, the board of directors is responsible for ensuring

that appropriate risk management policies and procedures are in place to protect the company’s assets and business.

directors has broad and ultimate oversight responsibility for our risk management processes and programs and executive management is

responsible for the day-to-day evaluation and management of risks to the Company.

Section 16(a) Reports

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

of our equity securities, to file with the SEC initial reports of ownership within ten days after he or she becomes a beneficial owner,

director or officer and reports of changes in ownership of our common stock and other equity securities within two business days after

the transaction is executed.

Our officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish

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

To our knowledge, based solely on a review of the copies of such reports furnished

to us and written representations that no other reports were required, during the fiscal year ended December 31, 2021, all Section 16(a)

filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

of Business Conduct and Ethics

have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The code of business conduct and ethics is available on our website at www.twinvee.com.

We intend to disclose future amendments to such

code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting

officer or controller or persons performing similar functions or our directors on our website identified above.

The inclusion of our

website address in this Annual Report does not include or incorporate by reference the information on our website into this Annual Report.

We will provide any person, without charge, upon request, a copy of our code of conduct and ethics.

Such requests should be made in writing

to the attention of Glenn Sonoda, Secretary, Twin Vee PowerCats Co., 3101 US-1 Fort Pierce, Florida 34982.

of Liability and Indemnification

certificate of incorporation and bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and

other agents, to the fullest extent permitted by Delaware law.

Delaware law prohibits our certificate of incorporation from limiting

the liability of our directors for the following:

breach of the director’s duty of loyalty to us or to our stockholders;

or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

payment of dividends or unlawful stock repurchases or redemptions;

transaction from which the director derived an improper personal benefit.

Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the

liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended.

Our certificate

of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive

or other forms of non-monetary relief, remain available under Delaware law.

This provision also does not affect a director’s responsibilities

under any other laws, such as the federal securities laws or other state or federal laws.

Under our bylaws, we will also be empowered

to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided

for any claim where a court determines that the indemnified party is prohibited from receiving indemnification.

We believe that these

charter and bylaw provisions are necessary to attract and retain qualified persons as directors and officers.

limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from

bringing a lawsuit against directors for breach of their fiduciary duties.

They may also reduce the likelihood of derivative litigation

against directors and officers, even though an action, if successful, might benefit us and our stockholders.

Moreover, a stockholder’s

investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these

indemnification provisions.

as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons

pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against

public policy as expressed in the Securities Act, and is, therefore, unenforceable.

There is no pending litigation or proceeding naming

any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation

that may result in claims for indemnification by any director or officer.

addition to the indemnification that will be provided for in our certificate of incorporation and bylaws, the employment agreements with

certain of our executive officers include indemnification provisions providing for rights of indemnification as set forth in our certificate

of incorporation and bylaws.

Executive Compensation and Director Compensation

named executive officers for 2021, which consisted of our principal executive officer and the next most highly compensated executive

officers, were:

oversees our overall compensation philosophy and compensation policies, plans and benefit programs;

reviews and recommends to our board of directors for approval compensation for our executive officers and directors;

prepares the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed to be an emerging growth company or a smaller reporting company;

administers our equity compensation plans.

Our compensation committee operates under a written

charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Corporate Governance and Nominating Committee

The members of our corporate governance and nominating

committee consist of Bard Rockenbach, James Melvin, Neil Ross and Kevin Schuyler.

Neil Ross serves as the chair of our corporate governance

and nominating committee.

Each is independent, as that term is defined under the rules of Nasdaq.

Our corporate governance and nominating

committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors.

Specifically,

the corporate governance and nominating committee:

identifies, evaluates and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

considers and make recommendations to our board of directors regarding the composition of our board of directors and its committees;

reviews developments in corporate governance practices;

evaluates the adequacy of our corporate governance practices and reporting;

evaluates the performance of our board of directors and of individual directors.

Our corporate governance and nominating committee

operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Risk Oversight

In its governance role, and particularly in exercising

its duty of care and diligence, the board of directors is responsible for ensuring that appropriate risk management policies and procedures

are in place to protect the company’s assets and business.

Our board of directors has broad and ultimate oversight responsibility

for our risk management processes and programs and executive management is responsible for the day-to-day evaluation and management of

risks to the Company.

Code of Conduct and Ethics

We have adopted a written code of conduct and ethics

that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal

accounting officer or controller, or persons performing similar functions.

The code of business conduct and ethics is available on our

website at www.twinvee.com.

We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any

principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions

or our directors on our website identified above.

The inclusion of our website address in this Annual Report does not include or incorporate

by reference the information on our website into this Annual Report.

We will provide any person, without charge, upon request, a copy

of our code of conduct and ethics.

Such requests should be made in writing to the attention of Glenn Sonoda, Secretary, Twin Vee PowerCats

Co., 3101 US-1 Fort Pierce, Florida 34982.

Limitation of Liability and Indemnification

Our certificate of incorporation and bylaws provide

that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by

Delaware law.

Delaware law prohibits our certificate of incorporation from limiting the liability of our directors for the following:

any breach of the director’s duty of loyalty to us or to our stockholders;

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

unlawful payment of dividends or unlawful stock repurchases or redemptions;

any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate

action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or

limited to the fullest extent permitted by Delaware law, as so amended.

Our certificate of incorporation does not eliminate a director’s

duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available

under Delaware law.

This provision also does not affect a director’s responsibilities under any other laws, such as the federal

securities laws or other state or federal laws.

Under our bylaws, we will also be empowered to purchase insurance on behalf of any person

whom we are required or permitted to indemnify.

In the case of an action or proceeding by or in the

right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified

party is prohibited from receiving indemnification.

We believe that these charter and bylaw provisions are necessary to attract and retain

qualified persons as directors and officers.

The limitation of liability and indemnification provisions

in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their

fiduciary duties.

They may also reduce the likelihood of derivative litigation against directors and officers, even though an action,

if successful, might benefit us and our stockholders.

Moreover, a stockholder’s investment may be harmed to the extent we pay the

costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising

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

otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities

Act, and is, therefore, unenforceable.

There is no pending litigation or proceeding naming any of our directors or officers as to which

indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification

by any director or officer.

In addition to the indemnification that will be provided

for in our certificate of incorporation and bylaws, the employment agreements with certain of our executive officers include indemnification

provisions providing for rights of indemnification as set forth in our certificate of incorporation and bylaws.

Executive Compensation.

Our named executive officers for the year ended December

31, 2022, which consisted of our principal executive officer and the next most highly compensated executive officers, were:

Visconti , President and Chief Executive Officer

Yarborough , Vice President

Gunnerson , Chief Financial Officer (October 4, 2021 through December 31, 2021)

Barnett , Former Chief Financial Officer (January 1, 2020 through October 3, 2021)

Compensation Table

following table sets forth information regarding the compensation that was paid to our named executive officers during the years ended

December 31, 2021 and December 31, 2020.

and Principal Position

Awards ($)(1)

Other Compensation ($)

and Chief Executive Officer

Preston Yarborough , Vice President

● Carrie Gunnerson ,

Chief Financial Officer

Financial Officer

Options issued pursuant to the 2021 Stock Incentive Plan.

amounts in the “Option Awards” column reflect the dollar amounts of the grant date fair value for the financial statement

reporting purposes for stock options for the fiscal year ended December 31, 2021 in accordance with ASC 718.

The fair value

of the options was determined using the Black-Scholes model.

For a discussion of the assumptions used in computing this valuation,

see Note 12 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31,

Consists of $12,692 of car expenses paid and $15,579 of health

insurance expenses paid in 2021 and $7,000 of car expenses and $2,500 of health insurance expenses paid in 2020.

Consists of $5,077 of car expenses paid and $4,184 of health

insurance expenses paid in 2021 and $12,700 of car expenses in 2021.

Equity Awards at Fiscal Year-End (December 31, 2021)

following table provides information about the number of outstanding equity awards held by each of our named executive officers as of

December 31, 2021:

Summary Compensation Table

The following table sets forth information regarding

the compensation that was paid to our named executive officers during the years ended December 31, 2022 and December 31, 2021.

Name and Principal Position

Option Awards ($)(1)

All Other Compensation ($)

President and Chief Executive Officer

Preston Yarborough

Vice President

Carrie Gunnerson

Chief Financial Officer

Options issued pursuant to the Twin Vee 2021 Stock Incentive Plan and the Forza 2022 Stock Incentive Plan.

The amounts in the “Option Awards” column reflect the dollar amounts of the grant date fair value for the financial statement reporting purposes for stock options for the fiscal year ended December 31, 2022 in accordance with ASC 718.

The fair value of the options was determined using the Black-Scholes model.

For a discussion of the assumptions used in computing this valuation, see Note 12 of the Notes to Consolidated Financial Statements in this Annual Report for the fiscal year ended December 31, 2022.

Consists of $30,000 of car expense paid and $14,356 of health insurance expense paid in 2022 and $12,692 of car expenses and $15,579 of health insurance expenses paid in 2021.

Consists of $12,000 of car expenses paid and $9,030 of health insurance expense paid in 2022 and $5,077 of car expenses and $4,184 of health insurance paid in 2021.

Consists of $12,080 of health insurance expense paid in 2022.

Outstanding Equity Awards at Fiscal Year-End (December 31, 2022)

The following table provides information about the

number of outstanding equity awards held by each of our named executive officers as of December 31, 2022:

Option Awards

Number of Securities Underlying Unexercised Options (Exercisable)

6 unchanged sentences

Market or Payout Value of Unearned Shares That Have Not Vested

President and Chief Executive Officer

President and Chief

Executive Officer

Preston Yarborough

Vice President

Donna Barnett

Former Chief Financial Officer

Carrie Gunnerson

Chief Financial Officer

Arrangements with Our Named Executive Officers

Vee entered into a five-year employment agreement with Mr.

Visconti (the “Visconti Employment Agreement”) effective upon

the closing of the initial public offering in July 2021.

(1) On July 23, 2021, options were granted, under the Twin Vee 2021 Stock Incentive

Plan, vesting monthly over 3 years.

(2) On August 11, 2022, options were granted, under the Forza 2022 Stock Incentive

Plan, vesting monthly over 3 years.

(3) On October 20, 2022, options were granted, under the Twin Vee 2021 Stock

Incentive Plan, vesting monthly over 3 years.

(4) On December 15, 2022, options were granted, under the Forza 2022 Stock Incentive

Plan, vesting monthly over 3 years.

(5) On October 1, 2021, options were granted, under the Twin Vee 2021 Stock

Incentive Plan, westing monthly over 5 years.

Employment Arrangements with Our Named Executive

Joseph Visconti

Twin Vee entered into a five-year employment agreement

Visconti (the “Visconti Employment Agreement”) effective upon the closing of the initial public offering in July

Under the Visconti Employment Agreement, Mr.

Visconti serves as Twin Vee’s

President and Chief Executive Officer.

He receives an annual base salary of $250,000 and is eligible to receive an annual performance

cash bonus with a target amount equal to 100% of his annual base salary, based upon achievement of performance goals established by the

compensation committee of Twin Vee’s board of directors.

Upon the completion of Twin Vee’s initial public offering in July

Visconti received a stock option to purchase 272,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro

rata on a monthly basis over a three-year period subject to continued employment through each vesting date.

Visconti Employment Agreement provides that Mr.

Visconti will be eligible to participate in all benefit and fringe benefit plans generally

made available to Twin Vee’s other executive officers.

In addition, he is entitled to (i) four weeks of paid vacation per year,

(ii) a $2,500 a month car allowance and (iii) the cost of medical insurance for coverage for Mr.

Visconti serves as Twin Vee’s President and Chief Executive Officer.

an annual base salary of $250,000 and is eligible to receive an annual performance cash bonus with a target amount equal to 125% of his

annual base salary, based upon achievement of performance goals established by the compensation committee of Twin Vee’s board of

Upon the completion of Twin Vee’s initial public offering in July 2021, Mr.

Visconti received a stock option to purchase

272,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro rata on a monthly basis over a three-year period subject

to continued employment through each vesting date.

On October 20, 2022, Mr.

Visconti received a stock option to purchase 250,000 shares

of Twin Vee’s common stock under the 2021 Plan, vesting pro rata on a monthly basis over a three-year period subject to continued

employment through each vesting date.

The Visconti Employment Agreement provides that Mr.

Visconti will be eligible to participate in all benefit and fringe benefit plans generally made available to Twin Vee’s other executive

In addition, he is entitled to (i) four weeks of paid vacation per year, (ii) a $2,500 a month car allowance and (iii) the cost

of medical insurance for coverage for Mr.

Visconti and his family.

Visconti Employment Agreement provides that it shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability

Visconti without good reason upon 90 days written notice to us;

(iv) by us for cause (as defined in the

Visconti Employment Agreement);

(v) by Twin Vee without cause;

The Visconti Employment Agreement provides that it

shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability of Mr.

Visconti without

good reason upon 90 days written notice to us;

(iv) by us for cause (as defined in the Visconti Employment Agreement);

(v) by Twin Vee

without cause;

or (vi) by Mr.

Visconti for good reason (as defined in the Visconti Employment

to the Visconti Employment Agreement, Mr.

Visconti is subject to a one-year post-termination non-compete and non-solicit of employees

He is also bound by confidentiality provisions.

the event of a termination by Twin Vee without cause or a termination by Mr.

Visconti for good reason other than in connection with a

change in control, Mr.

Visconti for good reason (as defined in the Visconti Employment Agreement).

Pursuant to the Visconti Employment Agreement, Mr.

Visconti is subject to a one-year post-termination non-compete and non-solicit of employees and clients.

He is also bound by confidentiality

In the event of a termination by Twin Vee without

cause or a termination by Mr.

Visconti for good reason other than in connection with a change in control, Mr.

Visconti will receive:

an aggregate of twelve months of salary continuation at his then-current base annual salary,

paid out in equal installments over a 6 month period;

payment of any amount of annual bonus accrued for the year prior to the date of

aggregate of twelve months of salary continuation at his then-current base annual salary, paid out in equal installments over a 6 month

payment of any amount of annual bonus accrued for the year prior to the date of termination;

payment of the bonus Mr.

Visconti would have received based on the attainment of performance goals had he remained employed

through the end of the year of termination, pro-rated based on the number of days in the termination year that Mr.

Visconti was employed

by Twin Vee (paid when its other senior executives receive payment of their annual bonuses);

reimbursement of COBRA premiums for up to

twelve months;

and full vesting for any outstanding, unvested equity awards granted under the Twin Vee 2021 Plan.

outstanding vested stock options in Twin Vee will generally remain exercisable no longer than six months following such a termination.

the event of a termination by Twin Vee without cause or a resignation by Mr.

Visconti for good reason within twelve months following

a change in control, Mr.

Visconti will receive an aggregate of 18 months of salary continuation at his then-current base annual salary,

paid out in equal installments over a twelve month period;

payment of any amount of annual bonus accrued for the year prior to the year

of termination;

payment of a pro-rated target annual bonus for the year of termination based on the number of days in the termination

year that Mr.

Visconti was employed by Twin Vee;

payment of one time his then-current target annual bonus;

reimbursement of COBRA premiums

for up to 18 months;

and full vesting for any outstanding, unvested equity awards granted under the Twin Vee 2021 Plan.

outstanding vested stock options will generally remain exercisable no longer than six months following such a termination.

receipt of any termination benefits described above is subject to Mr.

Visconti’s execution of a release of claims in favor of the

Company, a form of which is attached as an exhibit to the Visconti Employment Agreement.

the event of Mr.

Visconti’s termination due to death or disability, Mr.

Visconti will receive full vesting for any outstanding,

unvested equity awards granted under Twin Vee’s 2021 Plan.

Visconti’s outstanding vested stock options will generally

would have received based on the attainment of performance goals had he remained employed through the end of the year of termination,

pro-rated based on the number of days in the termination year that Mr.

Visconti was employed by Twin Vee (paid when its other senior executives

receive payment of their annual bonuses);

reimbursement of COBRA premiums for up to twelve months;

and full vesting for any outstanding,

unvested equity awards granted under the Twin Vee 2021 Plan.

Visconti’s outstanding vested stock options in Twin Vee will generally

remain exercisable no longer than six months following such a termination.

Vee entered into a five-year employment agreement with Mr.

Yarborough (the “Yarborough Employment Agreement”) effective upon

the closing of Twin Vee’s initial public offering in July 2021.

In the event of a termination by Twin Vee without

cause or a resignation by Mr.

Visconti for good reason within twelve months following a change in control, Mr.

Visconti will receive an

aggregate of 18 months of salary continuation at his then-current base annual salary, paid out in equal installments over a twelve month

payment of any amount of annual bonus accrued for the year prior to the year of termination;

payment of a pro-rated target annual

bonus for the year of termination based on the number of days in the termination year that Mr.

Visconti was employed by Twin Vee;

of one time his then-current target annual bonus;

reimbursement of COBRA premiums for up to 18 months;

and full vesting for any outstanding,

unvested equity awards granted under the Twin Vee 2021 Plan.

Visconti’s outstanding vested stock options will generally remain

exercisable no longer than six months following such a termination.

The receipt of any termination benefits described

above is subject to Mr.

Visconti’s execution of a release of claims in favor of the Company, a form of which is attached as an exhibit

to the Visconti Employment Agreement.

In the event of Mr.

Visconti’s termination due

to death or disability, Mr.

Visconti will receive full vesting for any outstanding, unvested equity awards granted under Twin Vee’s

Visconti’s outstanding vested stock options will generally remain exercisable no longer than six months following

such a termination.

Preston Yarborough

Twin Vee entered into a five-year employment agreement

Yarborough (the “Yarborough Employment Agreement”) effective upon the closing of Twin Vee’s initial public

offering in July 2021.

Under the Yarborough Employment Agreement, Mr.

Yarborough serves

as Twin Vee’s Vice President and Director of Product Development.

He receives an annual base salary of $160,000 and is eligible

to receive an annual performance cash bonus with a target amount equal to 50% of his annual base salary, based upon achievement of performance

goals established by the compensation committee of Twin Vee’s board of directors.

Upon the completion of Twin Vee’s initial

public offering in July 2021, Mr.

Yarborough received a stock option to purchase 136,000 shares of Twin Vee’s common stock under

the 2021 Plan, vesting monthly over a three-year period subject to continued employment through each vesting date.

Yarborough Employment Agreement provides that Mr.

Yarborough would be eligible to participate in all benefit and fringe benefit plans

generally made available to Twin Vee’s other executive officers.

In addition, he is entitled to (i) four weeks of paid vacation

per year, (ii) a $1,000 a month car allowance and (iii) the cost of medical insurance for coverage for Mr.

Yarborough serves as Twin Vee’s Vice President and Director

of Product Development.

He receives an annual base salary of $160,000 and is eligible to receive an annual performance cash bonus with

a target amount equal to 50% of his annual base salary, based upon achievement of performance goals established by the compensation committee

of Twin Vee’s board of directors.

Upon the completion of Twin Vee’s initial public offering in July 2021, Mr.

Yarborough received

a stock option to purchase 136,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting monthly over a three-year period

subject to continued employment through each vesting date.

The Yarborough Employment Agreement provides that

Yarborough would be eligible to participate in all benefit and fringe benefit plans generally made available to Twin Vee’s other

executive officers.

In addition, he is entitled to (i) four weeks of paid vacation per year, (ii) a $1,000 a month car allowance and (iii)

the cost of medical insurance for coverage for Mr.

Yarborough and his family.

Yarborough Employment Agreement provides that it shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability

Yarborough without good reason upon 90 days written notice to Twin Vee;

(iv) by Twin Vee for cause (as

defined in the Yarborough Employment Agreement);

The Yarborough Employment Agreement provides that

it shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability of Mr.

without good reason upon 90 days written notice to Twin Vee;

(iv) by Twin Vee for cause (as defined in the Yarborough Employment Agreement);

(v) by Twin Vee without cause;

or (vi) by Mr.

Yarborough for good reason (as defined

in the Yarborough Employment Agreement).

to the Yarborough Employment Agreement, Mr.

Yarborough is subject to a one-year post-termination non-compete and non-solicit of employees

He is also bound by confidentiality provisions.

the event of a termination by Twin Vee without cause or a termination by Mr.

Yarborough for good reason other than in connection with

a change in control, Mr.

Yarborough for good reason (as defined in the Yarborough Employment Agreement).

Pursuant to the Yarborough Employment Agreement, Mr.

Yarborough is subject to a one-year post-termination non-compete and non-solicit of employees and clients.

He is also bound by confidentiality

In the event of a termination by Twin Vee without

cause or a termination by Mr.

Yarborough for good reason other than in connection with a change in control, Mr.

Yarborough will receive:

an aggregate of nine months of salary continuation at his then-current base annual

salary, paid out in equal installments over a six month period;

payment of any amount of annual bonus accrued for the year prior to the

date of termination;

an aggregate of nine months of salary continuation at his then-current base annual salary, paid out in equal installments over a six month

payment of any amount of annual bonus accrued for the year prior to the date of termination;

payment of the bonus Mr.

Yarborough would have received based on the attainment of performance goals had he remained

employed through the end of the year of termination, pro-rated based on the number of days in the termination year that Mr.

was employed by Twin Vee (paid when Twin Vee’s other senior executives receive payment of their annual bonuses);

reimbursement

of COBRA premiums for up to nine months;

and full vesting for any outstanding, unvested equity awards granted under the Twin Vee 2021

Yarborough’s outstanding vested stock options will generally remain exercisable no longer than six months following such

a termination.

the event of a termination by Twin Vee without cause or a resignation by Mr.

Yarborough for good reason within twelve months following

a change in control, Mr.

Yarborough will receive an aggregate of twelve months of salary continuation at his then-current base annual

salary, paid out in equal installments over a twelve month period;

payment of any amount of annual bonus accrued for the year prior to

the year of termination;

payment of a pro-rated target annual bonus for the year of termination based on the number of days in the termination

year that Mr.

Yarborough was employed by Twin Vee;

would have received based on the attainment of performance goals had he remained employed through the end of the year of termination,

pro-rated based on the number of days in the termination year that Mr.

Yarborough was employed by Twin Vee (paid when Twin Vee’s

other senior executives receive payment of their annual bonuses);

reimbursement of COBRA premiums for up to nine months;

and full vesting

for any outstanding, unvested equity awards granted under the Twin Vee 2021 Plan.

Yarborough’s outstanding vested stock options

will generally remain exercisable no longer than six months following such a termination.

In the event of a termination by Twin Vee without

cause or a resignation by Mr.

Yarborough for good reason within twelve months following a change in control, Mr.

Yarborough will receive

an aggregate of twelve months of salary continuation at his then-current base annual salary, paid out in equal installments over a twelve

month period;

payment of any amount of annual bonus accrued for the year prior to the year of termination;

payment of a pro-rated target

annual bonus for the year of termination based on the number of days in the termination year that Mr.

Yarborough was employed by Twin

payment of one time his then-current target annual bonus;

reimbursement of COBRA premiums

for up to twelve months;

and full vesting for any outstanding, unvested equity awards granted under the Twin Vee 2021 Plan.

outstanding vested stock options will generally remain exercisable no longer than six months following such a termination.

receipt of any termination benefits described above is subject to Mr.

Yarborough’s execution of a release of claims in favor of

the Company, a form of which is attached as an exhibit to the Yarborough Employment Agreement.

the event of Mr.

Yarborough’s termination due to death or disability, Mr.

Yarborough will receive full vesting for any outstanding,

unvested equity awards granted under Twin Vee’s 2021 Plan.

Yarborough’s outstanding vested stock options will generally

remain exercisable no longer than six months following such a termination.

Vee entered into a five-year employment agreement with Ms.

Gunnerson (the “Gunnerson Employment Agreement”) effective in

October 2021.

Under the Gunnerson Employment Agreement, Ms.

reimbursement of COBRA premiums for up to twelve months;

and full vesting

for any outstanding, unvested equity awards granted under the Twin Vee 2021 Plan.

Yarborough’s outstanding vested stock options

will generally remain exercisable no longer than six months following such a termination.

The receipt of any termination benefits described

above is subject to Mr.

Yarborough’s execution of a release of claims in favor of the Company, a form of which is attached as an

exhibit to the Yarborough Employment Agreement.

In the event of Mr.

Yarborough’s termination

due to death or disability, Mr.

Yarborough will receive full vesting for any outstanding, unvested equity awards granted under Twin Vee’s

Yarborough’s outstanding vested stock options will generally remain exercisable no longer than six months following

such a termination.

Carrie Gunnerson

Twin Vee entered into a five-year employment agreement

Gunnerson (the “Gunnerson Employment Agreement”) effective in October 2021.

Under the Gunnerson Employment Agreement,

Gunnerson serves as Twin Vee’s Chief Financial Officer.

an annual base salary of $175,000 and is eligible to receive an annual performance cash bonus with a target amount equal to 30% of her

annual base salary, based upon achievement of performance goals established by the compensation committee of Twin Vee’s board of

Gunnerson also received a stock option to purchase 136,000 shares of Twin Vee’s common stock under its 2021 Plan,

vesting monthly over a five-year period subject to continued employment through each vesting date.

Gunnerson Employment Agreement provides that Ms.

Gunnerson is eligible to participate in all benefit and fringe benefit plans generally

made available to Twin Vee’s other executive officers.

She receives an annual base salary of $211,000 and is eligible to receive

an annual performance cash bonus with a target amount equal to 30% of her annual base salary, based upon achievement of performance goals

established by the compensation committee of Twin Vee’s board of directors.

Gunnerson also received a stock option to purchase

136,000 shares of Twin Vee’s common stock under its 2021 Plan, vesting monthly over a five-year period subject to continued employment

through each vesting date.

The Gunnerson Employment Agreement provides that Ms.

Gunnerson is eligible to participate in all benefit and fringe benefit plans generally made available to Twin Vee’s other executive

In addition, she is entitled to four weeks of paid vacation per year.

Gunnerson Employment Agreement provides that it shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability

Gunnerson without good reason upon 90 days written notice to Twin Vee;

(iv) by Twin Vee for cause (as

defined in the Gunnerson Employment Agreement);

(v) by Twin Vee without cause;

The Gunnerson Employment Agreement provides that it

shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability of Ms.

Gunnerson without

good reason upon 90 days written notice to Twin Vee;

(iv) by Twin Vee for cause (as defined in the Gunnerson Employment Agreement);

by Twin Vee without cause;

or (vi) by Ms.

Gunnerson for good reason (as defined in

the Gunnerson Employment Agreement).

to the Gunnerson Employment Agreement, Ms.

Gunnerson is subject to a one-year post-termination non-compete and non-solicit of employees

She is also bound by confidentiality provisions.

the event of a termination by Twin Vee without cause or a termination by Ms.

Gunnerson for good reason during the first six (6) months

following the effective date of the Gunnerson Employment Agreement, Ms.

Gunnerson will receive an aggregate of three months of salary

continuation at her then-current base annual salary, paid out in equal installments over a three-month period.

In the event of a termination

by Twin Vee without cause or a termination by Ms.

Gunnerson for good reason after the first six (6) months following the effective date

of the Gunnerson Employment Agreement, Ms.

Gunnerson will receive an aggregate of six months of salary continuation at her then-current

base annual salary, paid out in equal installments over a six-month period.

Gunnerson’s outstanding vested stock options will

generally remain exercisable no longer than six months following such a termination.

receipt of any termination benefits described above is subject to Ms.

Gunnerson’s execution of a release of claims in favor of

the Company, a form of which is attached as an exhibit to the Gunnerson Employment Agreement.

the event of Ms.

Gunnerson’s termination due to death or disability, Ms.

Gunnerson will receive full vesting or any outstanding,

unvested equity awards granted under the 2021 Plan.

Gunnerson’s outstanding vested stock options will generally remain exercisable

no longer than six months following such a termination.

Benefit and Stock Plans

maintain a Simple IRA retirement savings plan for the benefit of our employees, including our named executive officers, who satisfy certain

eligibility requirements.

Under the Simple IRA, eligible employees may elect to defer a portion of their compensation, within the limits

prescribed by the Code, on a pre-tax basis through contributions to the Simple IRA plan.

The Simple IRA plan authorizes employer safe

harbor matching contributions equal to 3% of covered compensation for eligible employees.

The Simple IRA plan is intended to qualify

under Sections 401(a) and 501(a) of the Code.

As a tax-qualified retirement program, contributions to the Simple IRA plan and earnings

on those contributions are not taxable to the employees until distributed from the Simple IRA plan.

Gunnerson for good reason (as defined in the Gunnerson Employment Agreement).

Pursuant to the Gunnerson Employment Agreement, Ms.

Gunnerson is subject to a one-year post-termination non-compete and non-solicit of employees and clients.

She is also bound by confidentiality

In the event of a termination by Twin Vee without

cause or a termination by Ms.

Gunnerson for good reason during the first six (6) months following the effective date of the Gunnerson

Employment Agreement, Ms.

Gunnerson will receive an aggregate of three months of salary continuation at her then-current base annual salary,

paid out in equal installments over a three-month period.

In the event of a termination by Twin Vee without cause or a termination by

Gunnerson for good reason after the first six (6) months following the effective date of the Gunnerson Employment Agreement, Ms.

will receive an aggregate of six months of salary continuation at her then-current base annual salary, paid out in equal installments

over a six-month period.

Gunnerson’s outstanding vested stock options will generally remain exercisable no longer than six months

following such a termination.

The receipt of any termination benefits described

above is subject to Ms.

Gunnerson’s execution of a release of claims in favor of the Company, a form of which is attached as an

exhibit to the Gunnerson Employment Agreement.

In the event of Ms.

Gunnerson’s termination

due to death or disability, Ms.

Gunnerson will receive full vesting or any outstanding, unvested equity awards granted under the 2021

Gunnerson’s outstanding vested stock options will generally remain exercisable no longer than six months following such

a termination.

Employee Benefit and Stock Plans

Simple IRA Plan

We maintain a Simple IRA retirement savings plan for

the benefit of our employees, including our named executive officers, who satisfy certain eligibility requirements.

Under the Simple IRA,

eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax basis through

contributions to the Simple IRA plan.

The Simple IRA plan authorizes employer safe harbor matching contributions equal to 3% of covered

compensation for eligible employees.

The Simple IRA plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

a tax-qualified retirement program, contributions to the Simple IRA plan and earnings on those contributions are not taxable to the employees

until distributed from the Simple IRA plan.

2021 Stock Incentive Plan

April 8, 2021, our board of directors and our stockholders approved the Twin Vee PowerCats Co.

2021 Stock Incentive Plan (the 2021 Plan”).

On April 8, 2021, our board of directors and our stockholders

approved the Twin Vee PowerCats Co.

2021 Stock Incentive Plan , which plan was amended and restated on June 1, 2021 (the “2021 Plan”).

The 2021 Plan became effective immediately prior to the closing of our initial public offering in July 2021.

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Administration

2021 Plan vests broad powers in a committee to administer and interpret the 2021 Plan.

Our board of directors has initially designated

the compensation committee to administer the 2021 Plan.

Except when limited by the terms of the 2021 Plan, the compensation committee

has the authority to, among other things:

select the persons to be granted awards;

The 2021 Plan vests broad powers in a committee to

administer and interpret the 2021 Plan.

Our board of directors has initially designated the compensation committee to administer the 2021

Except when limited by the terms of the 2021 Plan, the compensation committee has the authority to, among other things:

persons to be granted awards;

determine the type, size and term of awards;

performance objectives and conditions for earning awards;

establish performance objectives and conditions for earning

determine whether such performance objectives and conditions have been met;

and accelerate the vesting or exercisability of an award.

In its discretion, the compensation committee may delegate all or part of its

authority and duties with respect to granting awards to one or more of our officers, subject to certain limitations and provided applicable

law so permits.

board of directors may amend, alter or discontinue the 2021 Plan and the compensation committee may amend any outstanding award at any

provided, however, that no such amendment or termination may adversely affect awards then outstanding without the holder’s

In addition, any amendments seeking to increase the total number of shares reserved for issuance under the 2021 Plan or modifying

the classes of participants eligible to receive awards under the 2021 Plan will require ratification by our stockholders in accordance

with applicable law.

Additionally, as described more fully below, neither the compensation committee nor the board of directors is permitted

to reprice outstanding options or stock appreciation rights without shareholder consent.

of our employees, directors, consultants, and other service providers, or those of our affiliates, are eligible to participate in the

2021 Plan and may be selected by the compensation committee to receive an award.

compensation committee determines the vesting conditions for awards.

These conditions may include the continued employment or service

of the participant, the attainment of specific individual or corporate performance goals, or other factors as determined in the compensation

committee’s discretion (collectively, “Vesting Conditions”).

of Stock Available for Issuance

to certain adjustments, the maximum number of shares of common stock that may be issued under the 2021 Plan in connection with awards

is 1,000,000 shares.

We issued options to purchase an aggregate of 492,500 shares of our common stock upon the consummation of the initial

public offering.

In addition, the maximum number of shares of common stock that may be issued under the 2021 Plan will automatically

increase on January 1 of each calendar year for a period of ten years commencing on January 1, 2022 and ending on (and including) January

1, 2031, in a number of shares of common stock equal to 4.5% of the total number of shares of common stock outstanding on December 31

of the preceding calendar year;

provided, however that the board of directors may act prior to January 1 of a given calendar year to

provide that the increase for such year will be a lesser number of shares of common stock.

All available shares may be utilized toward

the grant of any type of award under the 2021 Plan.

The 2021 Plan imposes a $250,000 limitation on the total grant date fair value of

awards granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year.

the event of any merger, consolidation, reorganization, recapitalization, stock split, reverse stock split, split up, spin-off, combination

of shares, exchange of shares, stock dividend, dividend in kind, or other like change in capital structure (other than ordinary cash

dividends), or other similar corporate event or transaction that affects our common stock, the compensation committee shall make adjustments

to the number and kind of shares authorized by the 2021 Plan and covered under outstanding 2021 Plan awards as it determines appropriate

and equitable.

subject to 2021 Plan awards that expire without being fully exercised or that are otherwise forfeited, cancelled or terminated may again

be made available for issuance under the 2021 Plan.

However, shares withheld in settlement of a tax withholding obligation, or in satisfaction

of the exercise price payable upon exercise of an option, will not again become available for issuance under the 2021 Plan.

following types of awards may be granted to participants under the 2021 Plan:

(i) incentive stock options, or ISOs;

(ii) nonqualified

stock options, or NQOs and together with ISOs, options, (iii) stock appreciation rights, (iv) restricted stock, or (v) restricted

An option entitles the holder to purchase from us a stated number of shares of common stock.

An ISO may only be granted

to an employee of ours or our eligible affiliates.

The compensation committee will specify the number of shares of common stock subject

to each option and the exercise price for such option, provided that the exercise price may not be less than the fair market value of

a share of common stock on the date the option is granted.

Notwithstanding the foregoing, if ISOs are granted to any 10% stockholder,

the exercise price shall not be less than 110% of the fair market value of common stock on the date the option is granted.

options may be exercised in whole or in part through a cash payment.

The compensation committee may, in its sole discretion, permit payment

of the exercise price of an option in the form of previously acquired shares based on the fair market value of the shares on the date

the option is exercised, through means of “net settlement,” which involves the cancellation of a portion of the option to

cover the cost of exercising the balance of the option or by such other means as it deems acceptable.

options shall be or become exercisable in accordance with the terms of the applicable award agreement.

The maximum term of an option

shall be determined by the compensation committee on the date of grant but shall not exceed 10 years (5 years in the case of

ISOs granted to any 10% stockholder).

In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common

stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000.

in excess of this limitation will be treated as non-qualified stock options.

Appreciation Rights .

A stock appreciation right represents the right to receive, upon exercise, any appreciation in a share of common

stock over a particular time period.

The base price of a stock appreciation right shall not be less than the fair market value of a share

of common stock on the date the stock appreciation right is granted.

This award is intended to mirror the benefit the participant would

have received if the compensation committee had granted the participant an option.

The maximum term of a stock appreciation right shall

be determined by the compensation committee on the date of grant but shall not exceed 10 years.

Distributions with respect to stock

appreciation rights may be made in cash, shares of common stock, or a combination of both, at the compensation committee’s discretion.

otherwise provided in an award agreement or determined by the compensation committee, if a participant terminates employment with us

(or our affiliates) due to death or disability, the participant’s unexercised options and stock appreciation rights may be exercised,

to the extent they were exercisable on the termination date, for a period of twelve months from the termination date or until the

expiration of the original award term, whichever period is shorter.

If the participant terminates employment with us (or our affiliates)

for cause, (i) all unexercised options and stock appreciation rights (whether vested or unvested) shall terminate and be forfeited

on the termination date, and (ii) any shares in respect of exercised options or stock appreciation rights for which we have not

yet delivered share certificates will be forfeited and we will refund to the participant the option exercise price paid for those shares,

If the participant’s employment terminates for any other reason, any vested but unexercised options and stock appreciation

rights may be exercised by the participant, to the extent exercisable at the time of termination, for a period of ninety days from the

termination date (or such time as specified by the compensation committee at or after grant) or until the expiration of the original

option or stock appreciation right term, whichever period is shorter.

Unless otherwise provided by the compensation committee, any options

and stock appreciation rights that are not exercisable at the time of termination of employment shall terminate and be forfeited on the

termination date.

A restricted stock award is a grant of shares of common stock, which are subject to forfeiture restrictions during a restriction

The compensation committee will determine the price, if any, to be paid by the participant for each share of common stock subject

to a restricted stock award.

The restricted stock may be subject to Vesting Conditions.

If the specified Vesting Conditions are not attained,

the participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the

underlying common stock will be forfeited to us.

At the end of the restriction period, if the Vesting Conditions have been satisfied,

the restrictions imposed will lapse with respect to the applicable number of shares.

Unless otherwise provided in an award agreement

or determined by the compensation committee, upon termination a participant will forfeit all restricted stock that then remains subject

to forfeiture restrictions.

Stock Units .

Restricted stock units are granted in reference to a specified number of shares of common stock and entitle the

holder to receive, on the achievement of applicable Vesting Conditions, shares of common stock.

Unless otherwise provided in an award

agreement or determined by the Compensation committee, upon termination a participant will forfeit all restricted stock units that

then remain subject to forfeiture.

the event of a change in control, the compensation committee may, on a participant-by-participant basis:

(i) cause any or all outstanding

awards to become vested and immediately exercisable (as applicable), in whole or in part;

(ii) cause any outstanding option or stock

appreciation right to become fully vested and immediately exercisable for a reasonable period in advance of the change in control and,

to the extent not exercised prior to that change in control, cancel that option or stock appreciation right upon closing of the change

(iii) cancel any unvested award or unvested portion thereof, with or without consideration;

(iv) cancel any award

in exchange for a substitute award;

(v) redeem any restricted stock or restricted stock unit for cash and/or other substitute consideration

with value equal to the fair market value of an unrestricted share on the date of the change in control;

(vi) cancel any outstanding

option or stock appreciation right with respect to all common stock for which the award remains unexercised in exchange for a cash payment

equal to the excess (if any) of the fair market value of the common stock subject to the option or stock appreciation right over the

exercise price of the option or stock appreciation right;

(vii) impose vesting terms on cash or substitute consideration payable

upon cancellation of an award that are substantially similar to those that applied to the cancelled award immediately prior to the change

in control, and/or earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration

paid to stockholders in connection with the change in control;

(viii) take such other action as the compensation committee shall

determine to be reasonable under the circumstances;

and/or (ix) in the case of any award subject to Section 409A of the Code,

the compensation committee shall only be permitted to use discretion to alter the settlement timing of the award to the extent that such

discretion would be permitted under Section 409A of the Code.

our board of directors nor the compensation committee may, without obtaining prior approval of our stockholders:

(i) implement any

cancellation/re-grant program pursuant to which outstanding options or stock appreciation rights under the 2021 Plan are cancelled and

new options or stock appreciation rights are granted in replacement with a lower exercise per share;

(ii) cancel outstanding options

or stock appreciation rights under the 2021 Plan with an exercise price per share in excess of the then current fair market value per

share for consideration payable in our equity securities;

or (iii) otherwise directly reduce the exercise price in effect for outstanding

options or stock appreciation rights under the 2021 Plan.

Miscellaneous

awards granted under the 2021 Plan shall be nontransferable except by will or by the laws of descent and distribution.

No participant

shall have any rights as a stockholder with respect to shares covered by options or restricted stock units, unless and until such

awards are settled in shares of common stock.

The Company’s obligation to issue shares or to otherwise make payments in respect

of 2021 Plan awards will be conditioned on the Company’s ability to do so in compliance with all applicable laws and exchange listing

requirements.

The awards will be subject to our recoupment and stock ownership policies, as may be in effect from time to time.

Plan will expire 10 years after it becomes effective.

and accelerate the vesting or exercisability of an

In its discretion, the compensation committee may delegate all or part of its authority and duties with respect to granting awards

to one or more of our officers, subject to certain limitations and provided applicable law so permits.

Our board of directors may amend, alter or discontinue

the 2021 Plan and the compensation committee may amend any outstanding award at any time;

provided, however, that no such amendment or

termination may adversely affect awards then outstanding without the holder’s permission.

In addition, any amendments seeking to

increase the total number of shares reserved for issuance under the 2021 Plan or modifying the classes of participants eligible to receive

awards under the 2021 Plan will require ratification by our stockholders in accordance with applicable law.

Additionally, as described

more fully below, neither the compensation committee nor the board of directors is permitted to reprice outstanding options or stock appreciation

rights without shareholder consent.

Any of our employees, directors, consultants, and

other service providers, or those of our affiliates, are eligible to participate in the 2021 Plan and may be selected by the compensation

committee to receive an award.

The compensation committee determines the vesting

conditions for awards.

These conditions may include the continued employment or service of the participant, the attainment of specific

individual or corporate performance goals, or other factors as determined in the compensation committee’s discretion (collectively,

“Vesting Conditions”).

Shares of Stock Available for Issuance

Subject to certain adjustments, the maximum number

of shares of common stock that may be issued under the 2021 Plan in connection with awards is 1,315,000 shares.

We have issued options

to purchase an aggregate of 1,283,571 shares of our common stock.

In addition, the maximum number of shares of common stock that may be

issued under the 2021 Plan will automatically increase on January 1 of each calendar year for a period of ten years commencing on January

1, 2022 and ending on (and including) January 1, 2031, in a number of shares of common stock equal to 4.5% of the total number of shares

of common stock outstanding on December 31 of the preceding calendar year;

provided, however that the board of directors may act prior

to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common stock.

available shares may be utilized toward the grant of any type of award under the 2021 Plan.

The 2021 Plan imposes a $250,000 limitation

on the total grant date fair value of awards granted to any non-employee director in his or her capacity as a non-employee director in

any single calendar year.

The total number of shares available for issuance increased on January 1, 2023 to 1,743,400 shares of our common

Director Compensation

to the closing of our initial public offering in July 2021, our directors did not receive any compensation for their service as directors.

After the closing of our initial public offering, directors who are not employees received compensation for their service as directors,

including service as members of each committee on which they serve.

non-employee directors are entitled to receive the following cash compensation for their services:

2022 Director Compensation

Cash Compensation

All non-employee directors are entitled to receive

the following cash compensation for their services:

$5,000 per year for service as a board member;

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$3,000 per year additionally for service as member of the corporate governance and nominating committee (excluding committee chair);

cash payments to non-employee directors who served in the relevant capacity at any point during the immediately preceding prior fiscal

quarter will be paid quarterly in arrears.

A non-employee director who served in the relevant capacity during only a portion of the prior

fiscal quarter will receive a pro-rated payment of the quarterly payment of the applicable cash retainer.

upon the closing of our initial public offering, each non-employee director received an initial grant of non-qualified stock options

under our 2021 Plan to purchase 5,500 shares of our common stock, which options vest pro rata on a monthly basis over

a period of twelve months from the grant date, subject to the grantee’s continued service through that date.

We intend to make

annual equity grants to non-employee directors coincident with each annual meeting of stockholders.

Compensation Table

following table sets forth information regarding the compensation earned for service on our board of directors by our non-employee directors

during the year ended December 31, 2021.

The compensation for each of Messrs.

Visconti and Yarborough as an executive officer is set

forth above under “—Summary Compensation Table.” Messrs.

Visconti and Yarborough receive no compensation for service

as a director.

All cash payments to non-employee directors who served

in the relevant capacity at any point during the immediately preceding prior fiscal quarter will be paid quarterly in arrears.

A non-employee

director who served in the relevant capacity during only a portion of the prior fiscal quarter will receive a pro-rated payment of the

quarterly payment of the applicable cash retainer.

Equity Compensation

Each non-employee director who served as a director

during 2021 received an initial grant of non-qualified stock options under our 2021 Plan to purchase 5,500 shares of our common stock,

which options vest pro rata on a monthly basis over a period of twelve months from the grant date, subject to the grantee’s

continued service through that date.

Each non-employee director who served as a director during 2022 received a grant of non-qualified

stock options under our 2021 Plan to purchase 5,500 shares of our common stock, which options vest pro rata on a monthly

basis over a period of twelve months from the grant date, subject to the grantee’s continued service through that date.

Director Compensation Table

The following table sets forth information regarding

the compensation earned for service on our board of directors by our non-employee directors during the year ended December 31, 2022.

compensation for each of Messrs.

Visconti and Yarborough as an executive officer is set forth above under “—Summary Compensation

Table.” Messrs.

Visconti and Yarborough receive no compensation for service as a director.

Fees Earned or Paid in Cash ($)

5 unchanged sentences

Bard Rockenbach

amounts in the “Option Awards” column reflect the dollar amounts of the grant

date fair value for the financial statement reporting purposes for stock options for the

fiscal year ended December 31, 2021 in accordance with ASC 718.

The fair value of the options

was determined using the Black-Scholes model.

For a discussion of the assumptions used in

computing this valuation, see Note 12 of the Notes to Consolidated Financial Statements in

our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

of December 31, 2021, the following are the outstanding aggregate number of option awards

held by each of our directors who were not also Named Executive Officers:

2021, each non-employee member of the Board of Directors receives an annual cash fee of $5,000, all non-employee directors receive an

annual cash fee of $5,000, $4,000 and $3,000 for service on the Audit, Compensation and Corporate Governance and Nominating Committee,

respectively, and the Chairman of the Audit, Compensation and Corporate Governance and Nomination Committee receives a cash fee of $12,000,

$10,000 and $5,000, respectively.

In addition, each non-employee member of the Board of Directors was issued an option exercisable for

5,500 shares of our common stock, for a term of one year, vesting monthly over one year of the date of grant.

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

following table sets forth the beneficial ownership of our common stock as of March 30, 2022, by:

person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

of the named executive officers listed in the Summary Compensation Table;

of our directors;

of our current executive officers and directors as a group.

of March 30, 2022, we had 7,000,000 shares of common stock outstanding.

have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of

securities to persons who possess sole or shared voting power or investment power with respect to those securities.

In addition, the

rules include shares of common stock issuable pursuant to the exercise of profits interest units, options, warrants or other rights that

are either immediately exercisable or exercisable on or before May 30, 2022, which is approximately 60 days after the date of this Annual

Report on Form 10-K.

These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants

for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing

the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified in this table have sole

voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property

otherwise indicated, the address of each beneficial owner listed in the table below is c/o Twin Vee PowerCats Co.

Florida 34982.

of Beneficial Owner

Kevin Schuyler

The fair value of the options was determined using the Black-Scholes model.

For a discussion of the assumptions used in computing this valuation, see Note 12 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

As of December 31, 2022, the following are the outstanding aggregate number of option awards held by each of our directors who were not also Named Executive Officers:

Option Awards (#)

Bard Rockenbach

Kevin Schuyler

During 2022, each non-employee member of the Board of Directors received

an annual cash fee of $5,000, all non-employee directors received an annual cash fee of $5,000, $4,000 and $3,000 for service on the Audit,

Compensation and Corporate Governance and Nominating Committee, respectively, and the Chairman of the Audit, Compensation and Corporate

Governance and Nomination Committee received a cash fee of $12,000, $10,000 and $5,000, respectively.

In addition, since 2021 each non-employee

member of the Board of Directors has been issued an annual option grant exercisable for 5,500 shares of our common stock, for a term of

one year, vesting monthly over one year of the date of grant.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth the beneficial ownership

of our common stock as of March 29, 2023, by:

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

each of the named executive officers listed in the Summary Compensation Table;

each of our directors;

all of our current executive officers and directors as a group.

As of March 29, 2023, we had 9,520,000 shares of common

stock outstanding.

We have determined beneficial ownership in accordance

with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting

power or investment power with respect to those securities.

In addition, the rules include shares of common stock issuable pursuant to

the exercise of profits interest units, options, warrants or other rights that are either immediately exercisable or exercisable on or

before May 30, 2023, which is approximately 60 days after the date of this Annual Report.

These shares are deemed to be outstanding and

beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person,

but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially

owned by them, subject to applicable community property laws.

Unless otherwise indicated, the address of each beneficial

owner listed in the table below is c/o Twin Vee PowerCats Co.

Pierce, Florida 34982.

Name of Beneficial Owner

Number of Shares

Beneficially Owner

of Shares Beneficially Owned

Executive Officers and Directors

Yarborough (2)

Rockenbach (4)

Shallcross (3)

Gunnerson (6)

current executive officers and directors as a group (7 persons)

Vee PowerCats, Inc.

Micro Fund, L.P.(7)

beneficial ownership of less than one percent.

Joseph Visconti is the Chairman of the Board and Chief Executive Officer of our parent company, Twin Vee PowerCats, Inc., and owns 56.14% of the outstanding stock of Twin Vee PowerCats, Inc.

Twin Vee PowerCats, Inc.

is the owner of 4,000,000 shares of common stock.

As a controlling shareholder of Twin Vee PowerCats, Inc., Mr.

Visconti is deemed to have control over the shares of common stock of our company owned by Twin Vee PowerCats, Inc.

Visconti disclaims beneficial ownership of these securities.

Visconti was granted an option to purchase 272,000 shares of our common stock upon the consummation of our initial public offering, of which 75,560 shares of common stock will vest and be exercisable within 60 days of March 30, 2022 and are included in the number of shares of common stock beneficially owned by Mr.

Yarborough was granted an option to purchase 136,000 shares of our common stock upon the consummation of our initial public offering, of which 37,780 shares of common stock will vest and be exercisable within 60 days of March 30, 2022 and are included in the number of shares of common stock beneficially owned by Mr.

Melvin, Ross and Shallcross were each granted an

option to purchase 5,500 shares of our common stock upon the consummation of our initial public offering, of which 4,580 shares of common

stock will vest and be exercisable within 60 days of March 30, 2022, and are included in the number of shares of common stock beneficially

owned by each of Messrs.

Melvin, Ross and Shallcross.

Named Executive Officers and Directors

Joseph Visconti (1)

Preston Yarborough (2)

James Melvin (3)

Kevin Schuyler

Bard Rockenbach (4)

Neil Ross (3)

Carrie Gunnerson (6)

All current executive officers and directors as a group (7 persons)

5% Stockholders

Marathon Micro Fund, L.P.(7)

AWM Investment Company, Inc.

and affiliates (8)

* Represents beneficial ownership of less than one percent.

Joseph Visconti was issued 2,321,152 shares of our common stock upon the consummation of the Merger between us and Twin Vee Inc.

Visconti was granted an option to purchase 272,000 shares of our common stock upon the consummation of our initial public offering, and was granted an additional option to purchase 250,000 shares of our common stock on October 20, 2022.

There are 214,847 shares of common stock that will vest and be exercisable within 60 days of March 29, 2023 and are included in the number of shares of common stock beneficially owned by Mr.

Yarborough was issued 38,357 shares of our common stock upon the consummation of the Merger between us and Twin Vee Inc.

granted an option to purchase 136,000 shares of our common stock upon the consummation of our initial public offering, of which 83,116 shares of common stock will vest and be exercisable within 60 days of March 29, 2023 and are included in the number of shares of common stock beneficially owned by Mr.

Melvin and Ross were each granted an option to purchase 5,500 shares of our common stock upon the consummation of our initial public offering, and were granted another 5,500 shares on October 20, 2022;

of which 9,777 shares of common stock will vest and be exercisable within 60 days of March 29, 2023, and are included in the number of shares of common stock beneficially owned by each of Messrs.

Melvin and Ross.

In connection with his appointment, effective November 7, 2021, Mr.

Rockenbach was awarded an option to purchase 5,500 shares of the Company’s common stock at an exercise price of $3.87 per share, vesting pro rata on a monthly basis over a twelve-month period and exercisable for a period of ten years from the date of grant.

Of these 5,500 shares, 3,208 shares of common stock will vest and be exercisable within 60 days of March 30, 2022, and are included in the number of shares of common stock beneficially owned by Rockenbach.

Barnett was granted an option to purchase 34,000 shares of our common stock upon the consummation of our initial public offering, of which 34,000 shares of common stock will vest and be exercisable within 60 days of March 30.

2022, and are included in the number of shares of common stock beneficially owned by Ms.

Rockenbach was awarded another 4,583 shares on November 4, 2022, with the same vesting schedule.

There will be these 9,273 shares of common stock vested and be exercisable within 60 days of March 29, 2023, and are included in the number of shares of common stock beneficially owned by Rockenbach.

Gunnerson was granted an option to purchase 136,000 shares of our common stock upon in connection with joining our company as Chief Financial Officer, of which 43,073 shares of common stock will vest and be exercisable within 60 days of March 29, 2022, and are included in the number of shares of common stock beneficially owned by Ms.

Information is based upon a Schedule 13G/A filed with the SEC on December 31, 2021 by James G.

In connection with his appointment, effective July 6, 2022, Mr.

Schuyler was awarded an option to purchase 5,500 shares of the Company’s common stock at an exercise price of $2.62 per share, vesting pro rata on a monthly basis over a twelve-month period and exercisable for a period of ten years from the date of grant.

Of these 5,500 shares, 4,580 shares of common stock will vest and be exercisable within 60 days of March 29, 2023, and are included in the number of shares of common stock beneficially owned by Schuyler.

Information is based upon a Schedule 13G/A filed with the SEC on February 3, 2022 by James G.

Kennedy, the partner of Marathon Micro Fund, L.P.

1 unchanged sentence

is 4 North Park drive, Suite 106, Hunt Valley, Maryland 34982.

Compensation Plan Information

Part I, Item 5— Equity Compensation Plan Information for certain information regarding our equity compensation plans.

Certain Relationships and Related Transactions, and Director Independence

of the related party transactions described below was negotiated on an arm’s length basis.

We believe that the terms of such agreements

are as favorable as those we could have obtained from parties not related to us.

The following are summaries of certain provisions of

our related party agreements and are qualified in their entirety by reference to all of the provisions of such agreements.

Because these

descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find

We therefore urge you to review the agreements in their entirety.

Copies of the forms of the agreements have been filed as exhibits

to this Annual Report on Form 10-K and are available electronically on the website of the SEC at www.sec.gov.

addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, with our

directors and executive officers, including those discussed in “Item 11.

Executive Compensation and Director Compensation”

the following is a description of each transaction since January 1, 2020 or any currently proposed transaction in which:

have been or are to be a party to;

amount involved exceeded or exceeds $120,000 or 1% of the average of our total assets as

of the end of the last two completed fiscal years;

of our directors, executive officers or holders of more than 5% of our outstanding capital

stock, or any immediate family member of, or person sharing the household with, any of these

individuals or entities, had or will have a direct or indirect material interest.

information on our compensation arrangements, including employment, termination of employment and change in control arrangements, with

our directors and executive officers, see “Executive Compensation and Director Compensation” in Part III, Item 10.

lease our facility from Visconti Holdings, LLC, (“Visconti Holdings”) an entity owned and controlled by our Chief Executive

Officer, President and Director, Joseph Visconti, pursuant to a lease agreement (the “Lease Agreement”), dated January 1,

2021, by and among the Company, Visconti Holdings, LLC and Twin Vee PowerCats, Inc., our parent company.

The Lease Agreement currently

has a 5-year term, with an option to renew for an additional 5-year term.

We currently pay Visconti Holdings $26,500 per month plus applicable

sales and use tax, which is currently 7% in St.

Information is based upon a Schedule 13G filed with the SEC on February 14, 2022.

AWM Investment Company, Inc., a Delaware corporation (“AWM”) is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN) and Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP).

(CAYMAN and SSFQP, will hereafter be referred to as the Funds).

The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature.

Greenhouse (Greenhouse) and Adam C.

Stettner (Stettner) are members of:

SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN and MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP.

Greenhouse and Stettner are also controlling principals of AWM.

As the investment adviser to the Funds, AWM holds sole voting and investment power over 218,284 shares of our common stock held by CAYMAN and 730,778 Shares held by SSFQP.

The address of AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.

Changes In Control

Equity Compensation Plan Information

See Part II, Item 5— Equity Compensation Plan

Information for certain information regarding our equity compensation plans.

Certain Relationships and Related

Transactions, and Director Independence.

Each of the related party transactions described below

was negotiated on an arm’s length basis.

We believe that the terms of such agreements are as favorable as those we could have obtained

from parties not related to us.

The following are summaries of certain provisions of our related party agreements and are qualified in

their entirety by reference to all of the provisions of such agreements.

Because these descriptions are only summaries of the applicable

agreements, they do not necessarily contain all of the information that you may find useful.

We therefore urge you to review the agreements

in their entirety.

Copies of the forms of the agreements have been filed as exhibits to this Annual Report and are available electronically

on the website of the SEC at www.sec.gov.

In addition to the compensation arrangements, including

employment, termination of employment and change in control arrangements, with our directors and executive officers, including those discussed

Executive Compensation” the following is a description of each transaction since January 1, 2021 or any currently

proposed transaction in which:

we have been or are to be a party to;

the amount involved exceeded or exceeds $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years;

any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

For information on our compensation arrangements,

including employment, termination of employment and change in control arrangements, with our directors and executive officers, see “Executive

Compensation” in Part III, Item 11.

On December 5, 2022 (the “Closing Date”),

pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2022 (the “Merger Agreement”), by and

between us and Twin Vee PowerCats, Inc.

(“Twin Vee Inc.”), our then parent corporation and owner of 4,000,000 shares of our

common stock representing 76% of our common stock.

was merged with and into our company (the “Merger”).

The Merger became

effective on December 5, 2022at which time (a) the holders of Twin Vee Inc.

common stock received in the Merger one share of our common

stock in exchange for each 41.7128495 shares of Twin Vee Inc.

common stock that they owned, for a maximum of 4,000,000 shares of our common

stock (no fractional shares of our common stock were issued) and (b) the 4,000,000 shares of our common stock held by Twin Vee Inc.

canceled and retired.

Each holder of shares of Twin Vee Inc.

common stock who would otherwise be entitled to a fraction of a share

of our common stock (after aggregating all fractional shares of our common stock that otherwise would be received by such holder) received

in lieu of such fraction of a share cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying

such fraction by $2.09, which was equal to the volume weighted average closing trading price of a share of our common stock for the five

consecutive trading days ending immediately prior to December 5, 2022.

After the Merger, we.

had approximately 9,520,000 shares of our

common stock outstanding, which is substantially the same as it was immediately prior to the Merger.

Joseph Visconti, our Chief Executive

Officer and Chairman of the Board was the largest stockholder of Twin Vee Inc.

and received 2,243,916 shares of our common stock upon

consummation of the Merger in exchange for the shares of common stock of Twin Vee Inc.

that he owned , representing approximately 22%

of our outstanding shares of common stock and Preston Yarbrough, our Vice President and Director of Product Development was issued 38,357

shares of our common stock upon consummation of the Merger in exchange for the shares of common stock of Twin Vee Inc.

that he owned

We lease our facility from Visconti Holdings, LLC,

(“Visconti Holdings”) an entity owned and controlled by our Chief Executive Officer, President and Director, Joseph Visconti,

pursuant to a lease agreement (the “Lease Agreement”), dated January 1, 2021, by and among the Company, Visconti Holdings,

LLC and Twin Vee Inc., our former majority shareholder company.

The Lease Agreement currently has a 5-year term, with an option to renew

for an additional 5-year term.

We currently pay Visconti Holdings $33,075 per month plus applicable sales and use tax, which is currently

Lucie County.

the year ended December 31, 2018, we entered into a loan and promissory note with Joseph C.

The principal amount of the loan

was $525,500, together with a simple interest rate of 6% on the balance of principal remaining unpaid.

During the years ended December

31, 2020 and 2019, we repaid $497,650 and $0, respectively.

At December 31, 2020 and 2019, the outstanding amount of the note payable

was $27,850 and $525,500, respectively.

Accrued interest at December 31, 2020 and 2019, amounted to $62,317 and $31,530, respectively.

Subsequent to year end, the note has been paid in full.

the three months ended March 31, 2021, we paid $90,417 to our parent company, Twin Vee PowerCats, Inc., to purchase a 36-foot used catamaran

boat from it.

During the three months ended March 31, 2020, we had purchases of $0 from related parties.

the three months ended March 31, 2021, we received a cash payment in the amount of $24,300 from Boat Fuji, Inc., a company owned 33%

by Joseph Visconti, our chief executive officer, for future technical website support expenses to be incurred by us on behalf of Boat

During the three months ended March 31, 2021, we paid $15,808 to certain affiliate companies or on their behalf, including

(i) $2,000 that was repaid to Boat Fuji, Inc.

due to a decrease in the estimated expenses to be paid by us on its behalf, (ii) $12,000

of franchise fee development expenses paid by us on behalf of My Boat MD, Inc., a wholly owned subsidiary of Twin Vee PowerCats, Inc

and (iii) $1,808 of expenses paid to Twin Vee PowerCats, Inc.

for reimbursement of telephone, internet and other similar expenses incurred

by it on our behalf.

During the three months ended March 31, 2020, we received cash of $0 from our affiliate companies and paid $1,600

to our affiliate companies, respectively.

the three months ended March 31, 2021 and 2020, we recorded management fees of $10,500 and $0, respectively;

paid to Twin Vee PowerCats,

Inc pursuant to a management agreement, dated January 1, 2021, with our parent company for various management services.

The agreement

provides for a monthly $3,500 management fee, has a term of one year and will expire on December 31, 2021.

On December 31, 2018, we entered into a loan and promissory

note with Joseph C.

The principal amount of the loan was $525,500, together with a simple interest rate of 6% on the balance

of principal remaining unpaid.

During the year ended December 31, 2021, we repaid $27,850.

At December 31, 2021, the outstanding amount

of the note payable was $0.

During the year ended December 31, 2022 and 2021,

we received cash of $14,549 and $44,628 from its affiliate companies, and paid $57,659 and $303,250 to its affiliate

companies, respectively.

During the year ended December 31, 2022, we issued

20,000 shares valued at $52,400 for payment on behalf of the former majority shareholder company.

At December 31, 2022 and 2021, advances from affiliated

companies included in due to affiliated companies was $0 and $115,043, respectively.

Approximately $93,000 of the balance is related

to an equipment purchase, the remaining balance was related to startup costs for our franchise business.

During the year ended December 31, 2022, we received

a monthly fee of $5,850 to provide management services and facility utilization to Forza.

During the year ended December 31, 2021, we paid $90,417

to Twin Vee PowerCats, Inc., to purchase a 36-foot used catamaran boat from it.

During the year ended December 31, 2020, we had purchases

of $0 from related parties.

During the year ended December 31, 2021, we received

a cash payment in the amount of $24,300 from Boat Fuji, Inc., a company owned 33% by Joseph Visconti, our chief executive officer, for

future technical website support expenses to be incurred by us on behalf of Boat Fuji, Inc.

During the year ended December 31, 2021, we

paid $15,808 to certain affiliate companies or on their behalf, including (i) $2,000 that was repaid to Boat Fuji, Inc.

due to a decrease

in the estimated expenses to be paid by us on its behalf, (ii) $12,000 of franchise fee development expenses paid by us on behalf

of My Boat MD, Inc., a wholly owned subsidiary of Twin Vee PowerCats, Inc and (iii) $1,808 of expenses paid to Twin Vee PowerCats, Inc.

for reimbursement of telephone, internet and other similar expenses incurred by it on our behalf.

During the year ended December 31, 2022 and 2021,

we recorded management fees of $54,000 and $42,000 respectively;

paid to Twin Vee, Inc.

pursuant to a management agreement, dated January

1, 2021, with our former majority shareholder company for various management services.

The agreement provides for a monthly $4,500 and

$3,500 management fee, there was a term of one year that expired on December 31, 2022.

During the year ended December 31, 2022, we recorded

$15,000 of professional fees, for consulting work for Twin Vee performed by Jim Leffew, the Chief Executive Officer of Forza.

In connection

with the closing of Forza’s initial public offering, we entered into a transition services agreement (the “Transition Services

Agreement”) with Forza, pursuant to which we agreed to provide Forza, at our cost, with certain services, such as procurement, shipping,

receiving, storage and use of our facility until Forza’ s new planned facility is completed.

Forza’s ability to utilize our

manufacturing capacity pending completion of its own facility will be subject to its availability as determined by us.

The Transition

Services Agreement operates on a month-to-month basis.

Indemnification

information included under the heading “Directors, Executive Officers and Corporate Governance—Limitation of Liability and

Indemnification” in Part III, Item 10 is hereby incorporated by reference into this Item 13.

Policy Regarding Related Party Transactions

board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interest and/or

improper valuation (or the perception thereof).

Our board of directors has adopted a written policy on transactions with related persons

that is in conformity with the requirements for issuers having publicly held common stock that is listed on the Nasdaq Stock Market.

The information included under the heading “Directors,

Executive Officers and Corporate Governance—Limitation of Liability and Indemnification” in Part III, Item 10 is hereby incorporated

by reference into this Item 13.

Our Policy Regarding Related Party Transactions

Our board of directors recognizes the fact that transactions

with related persons present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof).

of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers

having publicly held common stock that is listed on the Nasdaq Stock Market.

Under the policy:

related person transaction, and any material amendment or modification to a related person

transaction, must be reviewed and approved or ratified by the Audit Committee;

employment relationship or transaction involving an executive officer and any related compensation

must be approved by the compensation committee of the board of directors or recommended by

the compensation committee to the board of directors for its approval.

connection with the review and approval or ratification of a related person transaction:

must disclose to the committee or disinterested directors, as applicable, the name of the

related person and the basis on which the person is a related person, the material terms

of the related person transaction, including the approximate dollar value of the amount involved

in the transaction, and all the material facts as to the related person’s direct or

indirect interest in, or relationship to, the related person transaction;

must advise the committee or disinterested directors, as applicable, as to whether the related

person transaction complies with the terms of our agreements governing our material outstanding

indebtedness that limit or restrict our ability to enter into a related person transaction;

must advise the committee or disinterested directors, as applicable, as to whether the related

person transaction will be required to be disclosed in our applicable filings under the Securities

Act or the Exchange Act, and related rules, and, to the extent required to be disclosed,

management must ensure that the related person transaction is disclosed in accordance with

the Securities Act and the Exchange Act and related rules;

must advise the committee or disinterested directors, as applicable, as to whether the related

person transaction constitutes a “personal loan” for purposes of Section 402

of the Sarbanes-Oxley Act.

addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection

with any approval or ratification of a related person transaction involving a non-employee director, should consider whether such transaction

would compromise the director’s status as an “independent,” “outside,” or “non-employee” director,

as applicable, under the rules and regulations of the SEC, the Nasdaq Stock Market, and the Code.

information included under the heading “Directors, Executive Officers and Corporate Governance—Director Independence”

in Part III, Item 10 is hereby incorporated by reference into this Item 13.

any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by the Audit Committee;

any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of directors for its approval.

In connection with the review and approval or ratification

of a related person transaction:

management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related rules;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act.

In addition, the related person transaction policy

provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person

transaction involving a non-employee director, should consider whether such transaction would compromise the director’s status as

an “independent,” “outside,” or “non-employee” director, as applicable, under the rules and regulations

of the SEC, the Nasdaq Stock Market, and the Code.

Director Independence

The information included under the heading “Directors,

Executive Officers and Corporate Governance—Director Independence” in Part III, Item 10 is hereby incorporated by reference

into this Item 13.

Principal Accounting Fees and Services.

& Co., CPAs, P.C.

serves as our independent registered public accounting firm.

Registered Public Accounting Firm Fees and Services

following table sets forth the aggregate fees including expenses billed to us for the years ended December 31, 2021 and 2020 by our auditors:

fees and expenses

preparation fees

Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered public

accounting firm, including the fees and terms of such services.

These procedures include reviewing detailed back-up documentation for

audit and permitted non-audit services.

The documentation includes a description of, and a budgeted amount for, particular categories

of non-audit services that are recurring in nature and therefore anticipated at the time that the budget is submitted.

Audit Committee

approval is required to exceed the pre-approved amount for a particular category of non-audit services and to engage the independent

registered public accounting firm for any non-audit services not included in those pre-approved amounts.

For both types of pre-approval,

the Audit Committee considers whether such services are consistent with the rules on auditor independence promulgated by the SEC and

The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide

the most effective and efficient service, based on such reasons as the auditor’s familiarity with our business, people, culture,

accounting systems, risk profile, and whether the services enhance our ability to manage or control risks, and improve audit quality.

The Audit Committee may form and delegate pre-approval authority to subcommittees consisting of one or more members of the Audit Committee,

and such subcommittees must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

All of the services

provided by the independent registered public accounting firm were pre-approved by the Audit Committee.

Exhibits and Financial Statement Schedules.

The financial statements required to be filed in this Annual Report on Form 10-K are included in Part II, Item 8 hereof.

financial statement schedules have been omitted as the required information is either inapplicable or included in the Financial Statements

or related notes included in Part II, Item 8 hereof.

Grassi & Co., CPAs, P.C.

serves as our independent registered public

accounting firm.

Independent Registered Public Accounting Firm Fees and Services

The following table sets forth the aggregate fees

including expenses billed to us for the years ended December 31, 2022 and 2021 by our auditors:

Audit Fees(1)

Audit-Related Fees(2)

All Other Fees(3)

(1) Audit Fees include fees related to the annual audit and quarterly reviews..

(2) Audit-Related Fees include travel and technology fees.

(3) All other fees include fees associated with Comfort Letter and Consents, required for SEC filings.

The Audit Committee has adopted procedures for pre-approving

all audit and non-audit services provided by the independent registered public accounting firm, including the fees and terms of such services.

These procedures include reviewing detailed back-up documentation for audit and permitted non-audit services.

The documentation includes

a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore anticipated

at the time that the budget is submitted.

Audit Committee approval is required to exceed the pre-approved amount for a particular category

of non-audit services and to engage the independent registered public accounting firm for any non-audit services not included in those

pre-approved amounts.

For both types of pre-approval, the Audit Committee considers whether such services are consistent with the rules

on auditor independence promulgated by the SEC and the PCAOB.

The Audit Committee also considers whether the independent registered public

accounting firm is best positioned to provide the most effective and efficient service, based on such reasons as the auditor’s familiarity

with our business, people, culture, accounting systems, risk profile, and whether the services enhance our ability to manage or control

risks, and improve audit quality.

The Audit Committee may form and delegate pre-approval authority to subcommittees consisting of one

or more members of the Audit Committee, and such subcommittees must report any pre-approval decisions to the Audit Committee at its next

scheduled meeting.

All of the services provided by the independent registered public accounting firm were pre-approved by the Audit Committee.

Exhibits and Financial Statement

Financial Statements.

The financial statements required to be filed in this Annual Report are included in Part II, Item 8 hereof.

All financial statement schedules have been omitted as the required information is either inapplicable or included in the Financial Statements or related notes included in Part II, Item 8 hereof.

The exhibits listed below are required by Item 601 of Regulation S-K.

Each management contract or compensatory plan or arrangement

required to be filed as an exhibit to this Annual Report has been identified

Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report has been identified

Form 10-K Summary.

Agreement between the Company and ThinkEquity, a division of Fordham Financial Management, Inc.

(Incorporated by reference to the

Exhibit 1.1 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on July 26, 2021)

Not Applicable

Agreement and Plan of Merger, dated September 8, 2022, by and between Twin Vee PowerCats Co.

and Twin Vee PowerCats, Inc.

(Incorporated by reference to the Exhibit 2.1 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on September 9, 2022)

Form of Support Agreement, by and between Twin Vee PowerCats Co.

and Twin Vee PowerCats, Inc.’s directors, officers and certain stockholders (Incorporated by reference to the Exhibit 2.2 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on September 9, 2022)

Articles of Incorporation filed with the Secretary of State of the State of Florida, dated December 1, 2009 (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, File No.

12 unchanged sentences

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, File

Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on July 2, 2021)

2 unchanged sentences

Description of Securities of Twin Vee PowerCats Co.

(Incorporated by reference to the Exhibit 4.3 to the Company’s Annual Report on Form 10-K, File No.

001-40623, filed with the Securities and Exchange Commission on March 31, 2022)

Twin Vee PowerCats Co.

25 unchanged sentences

Employment Agreement dated as of October 1, 2021 by and between Twin Vee PowerCats Co.

and Carrie Gunnerson, Effective October 1, 2021 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 4, 2021 (File No.

and Carrie Gunnerson, Effective October 1, 2021 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-40623) filed on October 4, 2021)

Transition Services Agreement, dated August 16, 2022, by and between Forza X1, Inc.

and Twin Vee PowerCats Co.

(Incorporated by referenced to Exhibit 10.2 to the Company’s Current Report (File No.

001-40623) on Form 8-K filed on August 17, 2022)

F Agreement, dated August 17, 2022, by and between Forza X1, Inc.

and OneWater Marine, Inc.

(Incorporated by referenced to Exhibit 10.1 to the Company’s Current Report (File No.

001-40623) on Form 8-K filed on August 18, 2022)

Amendment, dated August 22, 2022, to Employment Agreement, dated October 1, 2021, by and between Twin Vee PowerCats Co.

and Carrie Gunnerson (Incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40623) filed on August 22, 2022)

Amendment to Employment Agreement between Twin Vee PowerCats Co.

and Joseph Visconti, effective as of October 20, 2022 (Incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40623) filed on October 21, 2022)

Subsidiaries of Registrant

16 unchanged sentences

Certain portions of this exhibit indicated therein by [**] have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

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.

Vee PowerCats Co.

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.

Twin Vee PowerCats Co.

March 29, 2023

of the Board, Chief Executive Officer and President

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons

on behalf of the registrant, Twin Vee PowerCats Co., in the capacities and on the date indicated

of the Board, Chief Executive Officer and President

/s/ Joseph C.

Chairman of the Board, Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange

Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant, Twin Vee PowerCats

Co., in the capacities and on the date indicated

/s/ Joseph C.

Chairman of the Board, Chief Executive Officer and President

(Principal Executive Officer)

March 29, 2023

/s/ Carrie Gunnerson

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 29, 2023

Carrie Gunnerson

Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Preston Yarborough

Vice President and Director

March 29, 2023

Preston Yarborough

President and Director

/s/Bard Rockenbach

March 29, 2023

Bard Rockenbach

/s/ James Melvin

March 29, 2023

/s/ Neil Ross

March 29, 2023

/s/ Kevin Schuyler

March 29, 2023

Kevin Schuyler

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