NASDAQ: NXXT

The
microgrid, solar, and EV Charging markets in the U.S. have been growing steadily with the presence of key players engaged in research
and development to increase efficiency and decrease the cost of the components. NextNRG believes the confluence of multiple clean energy
trends creates a significant market opportunity. According to the U.S. Energy Information Administration (“EIA”), the U.S.
spends $400 billion on electricity each year, of which $200 billion is spent on Commercial & Industrial properties. It is expected
that an additional $98 billion of investment will be required to meet the country’s 2030 sustainability goals. Renewable energy
microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it
is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy
microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence
on foreign oil supply. Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in
the U.S. in order to meet the various targets and commitments set by corporations and governments.

Utility
Scale Smart Microgrid:

Additionally,
NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors
through SaaS agreements. Next believes these customers will benefit from the Smart Microgrid technologies’ ability to:

●
Provide
real time data processing to improve overall efficiency and cost structure;

●
Continuously
optimize the system based on operational data;

●
Learn
optimal scheduling and dispatch of energy generation and storage;

●
Predict
changes in renewable energy source output and demand;

●
Integrate
renewable energy while maintaining reliability;

●
Autonomously
identify and addresses technical issues;

●
Enhance
resilience and lower electricity costs;

NextNRG
Smart Microgrid:

NextNRG
believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its smart microgrid
technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking garages, large
rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The NextNRG Smart Microgrids
will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress towards decarbonization
targets and support resource management needs throughout their asset lifecycles. NextNRG Smart Microgrid’s revenue generation will
primarily come from power purchase agreements (PPAs) with the diverse range of aforementioned off-takers.

4

Wireless
EV Charging:

Finally,
in appropriate client locations, NextNRG anticipates deploying its wireless EV charging technology, once that product is ready for deployment.
NextNRG believes that its wireless charging technology solves problems such as:

●
The
lack of charging infrastructure: Even when home-charging is taken into account, to properly match forecasted sales demand, the
United States will need to see the number of EV chargers quadruple between 2022 and 2025, and grow more than eight-fold by 2030,
according to S&P Global Mobility forecasts

●
Range
Anxiety. A fully charged vehicle can provide between 200-400 miles which causes worry, especially for long drives. With dynamic
wireless EV charging, cars can charge on the road and maintain optimal charge levels.

●
Ease
of Use. Plugging-in can be easily forgotten. Our planned system will automatically connect the vehicle and account to the charger,
streamlining the charging process and making it incredibly user-friendly.

●
Safety.
Tripping over a cable can not only cause physical injury but also damage the device and disrupt the charging process. To prevent
this we plan that our patented technology can deliver a secure connection between the vehicle and charging station, providing peace
of mind during the charging process.

●
Theft/Vandalism
of cables. The theft of copper from power lines can cause power outages and electrical fires, and with our innovative design
your EV charging experience can be worry-free from theft and vandalism.

●
Weather.
No longer need to get out of your vehicle and face uncomfortable weather conditions to charge your car.

NextNRG’s
prospective solutions are supported by seven patented technologies developed by Florida International University, exclusive licenses
to which NextNRG acquired through the purchase of Stat-EI Inc. These technologies were tested on the largest smart grid dataset in the
world. The patents target the support of two different renewable energy industry sectors - smart microgrids/Virtual power plants (“VPP”),
and wireless power transfer (“WPT”) technology, created to wirelessly charge EVs. The licenses purchased from SEI are exclusive
and worldwide.

In
an era where the demand for reliable, sustainable energy is rapidly growing, traditional power grids face challenges that necessitate
innovative solutions. AI/ML based smart Microgrids, which operate as smaller versions of the main power grid, provide a resilient and
flexible approach to energy management and distribution. With the proper technology, microgrids can operate autonomously during grid
failures and seamlessly integrate renewable energy sources, making them indispensable in today’s energy landscape. We believe that
NextNRG is at the forefront of this revolution, offering cutting-edge AI/ML based smart microgrid technology that enhances grid resiliency,
optimizes energy use, and reduces costs. These systems are designed to meet the challenges of fluctuating energy demands and supply,
ensuring consistent and efficient power delivery across various sectors.

The
Core Components of NextNRG’s technology:

●
Microgrid
Controller - The Microgrid Controller is the brain of the smart microgrid, using AI/ML it seamlessly manages and integrates various
energy resources. It ensures optimal performance by coordinating energy generation, storage, and distribution in real-time.

●
Predictive
Analytics (RenCast) - RenCast uses advanced AI and machine learning algorithms to predict renewable energy generation with high
accuracy. By analyzing weather patterns and energy usage data, it enables efficient energy management and maximizes the use of renewable
resources.

●
Battery
State of Charge (SoC) Management - SoC Management uses AI/ML to ensure that battery systems within the microgrid maintain optimal
charge levels, extending battery life and guaranteeing energy availability during peak demand or power outages. It plays a critical
role in the grid’s reliability and sustainability.

●
PEACE
Controller - The PEACE Controller provides a mobile source of renewable power during emergencies and grid outages using AI/ML.
It ensures continuous power supply to critical applications by integrating PV systems, energy storage, and the main grid, enhancing
overall energy security and resiliency.

●
HOPES
Controller - The HOPES Controller facilitates the integration and management of renewable energy sources across the grid, enabling
virtual power plant applications. Using AI/ML it improves grid resiliency by allowing for dynamic energy transfer and wide-area aggregation
of renewable energy.

The
main drivers of the renewable energy industry can be summarized in the following points:

●
Increased
global need for energy;

●
Decreasing
costs of renewable energy plants;

●
Regulations
aiming to decrease pollution from fossil fuel;

●
Political
will to use clean and sustainable energy sources; and

●
Incentives
and subsidies.

5

Next
Owned Smart Microgrid:

NextNRG
believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its AI/ML based
smart microgrid technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking
garages, large rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The
NextNRG Smart Microgrids will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress
towards decarbonization targets and support resource management needs throughout their asset lifecycles. NextNRG expects its primary
product offering will be entering into leases or easements with building or landowners and power purchase agreements to sell the power
generated by the solar energy system to those landowners, or various commercial, utility, municipal and community solar off-takers. Additionally,
NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors
through SaaS agreements.

The
primary challenge that the renewable sources market faces is the uncertainty around energy generation. This problem leads to system supply/demand
imbalances that can interrupt power and increase costs. NextNRG’s Artificial Intelligence/Machine Learning (“AI/ML”)
based patented technologies can:

●
Provide
real time data processing to improve overall efficiency and cost structure;

●
Continuously
optimize the system based on operational data;

●
Learn
optimal scheduling and dispatch of energy generation and storage;

●
Predict
changes in renewable energy source output and demand;

●
Integrate
renewable energy while maintaining reliability;

●
Autonomously
identify and address technical issues;

●
Enhance
resilience and lower electricity costs;

The
second challenge is the cost of building renewable energy microgrids. To address this challenge, NextNRG hopes to capitalize on government
incentives currently available for the deployment of renewable energy solutions. NextNRG believes its offerings will provide multiple
advantages to future customers relative to the status quo, such as:

●
Lower
electricity bills: By implementing our technology, our customers will be able to lower their cost of electricity. Solely deploying
our smart microgrid technologies can generate up to 10% savings for customers.

●
Increased
accessibility of clean electricity: Through deployment of microgrid and solar solutions NextNRG believes it should be able to
provide clean electricity to customers who otherwise would not have been able to construct on-site solar (e.g. apartment and condominium
customers). This increases the total addressable market and enables energy security for all.

●
Supporting
clean energy ecosystem: Demand for clean sources of electricity is anticipated to continue to increase. NextNRG plans to support
future customers in their continued transition to the clean energy ecosystem through its microgrid, solar and battery storage systems
as well as wireless EV charging stations. It expects that its expansion of product offerings will allow it to support even more customers
in this transition.

NextNRG
is the owner of exclusive licenses to four patented technologies which cover the development and commercialization of AI/ML based smart
microgrids and virtual power plants (“VPP”). The algorithms used to secure the patents were developed with the support and
research of Federal agencies and have been tested and proven on the infrastructure of the largest renewable energy company in the world.
Certain of the above technologies are currently deployed by a large utility for approximately six million of its customers. The combined
technologies are referred to as the NextNRG Smart Microgrid and potential products based on these technologies are explained in more
detail below.

Smart
Microgrid Controller (U.S. Patent No. 10326280)

●
The
Microgrid Controller is a pivotal component within the smart microgrid ecosystem, serving as the orchestrator of energy resources.
It efficiently manages the integration and coordination of various power sources, including solar panels, and battery storage systems.
By continuously monitoring energy production and consumption, the controller ensures optimal performance and reliability of the microgrid.
It dynamically balances supply and demand, adjusting energy flows in real-time to maintain stability and prevent outages. This intelligent
management enables seamless transitions between grid-connected and island modes, ensuring uninterrupted power supply during grid
failures.

●
The
Smart Microgrid Controller uniquely addresses customer needs to optimize renewable energy use. As smaller versions of main energy
grids, microgrids can operate in grid-connected and “island” mode as needed. For example, when severe weather affects
the energy grid, a microgrid can operate autonomously using its local energy sources to power buildings or facilities. It connects
and disconnects from the grid through a grid-forming inverter, which performs black-starts to independently restart the grid. Using
the Smart Microgrid Controller ensures that the customer is always using its best and most reliable source of energy.

6

The
RenCast Predictor (U.S. Patent No. 11022720)

●
RenCast
is a AI/ML based tool designed to enhance the efficiency and reliability of renewable energy generation within the smart microgrid.
By leveraging cutting-edge artificial intelligence and machine learning algorithms, RenCast accurately forecasts the amount of energy
that will be produced from renewable sources such as solar and wind. This predictive capability allows the microgrid to forecast
and manage energy supply effectively, ensuring that energy storage and distribution are optimized. By analyzing real-time data from
weather stations, historical energy usage, and sensor inputs, RenCast minimizes uncertainties and maximizes the utilization of renewable
energy.

●
The
RenCast Predictor’s renewable energy generation forecast includes a 5-minute, 15-minute, 1-hour, or 7-day prediction with up
to 93% accuracy. The system includes weather sensors and imaging cameras. Weather parameters include wind speed, wind direction,
ambient temperature, precipitation, atmosphere turbidity, and translucency. The forecaster receives this data from a geo-satellite
feed, estimates the cloud cover, and derives the cloud shading profile. The processor receives and uses aggregation data to forecast
renewable energy generation.

●
The
RenCast Predictor uses the web service API to implement photovoltaic (“PV”)-generation forecasts into the algorithms
(e.g., economic dispatch), enabling customers to accurately plan and manage renewable energy generation.

The
Battery State of Charge (“SOC”) System (U.S. Patent No. 10969436)

Battery
storage is vital. It supports integrating and expanding renewable energy sources, such as solar power, while reducing reliance on fossil
fuels. Storing excess energy generated during periods of high renewable generation (sunny or windy) helps mitigate the reliability issues
associated with renewable power sources. This equipment can dramatically improve electrification in rural areas, on tribal lands, and
in low-income communities in-need of clean, reliable power. Battery energy storage systems provide a versatile and scalable solution
for energy storage and power management, load management, backup power, and improved power quality.

●
The
Battery SOC provides AI/ML systems to forecast SOC of the systems’ lithium-ion batteries.

●
The
system uses a multi-step forecasting process and experimentally obtained decreasing C-rate datasets and with ML to forecast the system
batteries’ SOC. The multi-step approach combines at least one univariate technique with ML techniques to forecast first C-rate,
voltage, current, and SOC percentage to the ML model and forecast the battery’s SOC using an optimizer and ML model. The parameters
from a second C-rate are collected by the battery analyzer and can be stored on the machine-readable medium to train the ML model(s)
before forecasting. The forecasted battery SOC can be displayed in operable communication with the processor, the machine-readable
medium, and the battery analyzer. This enables the customer to always be informed on the stored energy and health of each battery
in the system.

The
Portable Emergency AC Energy (“PEACE”) Controller (U.S. Patent No. 10958211)

●
The
Peace Controller is a smaller version of the smart microgrid that uses the same AI/ML technologies to provide a mobile source of
renewable power in the case of local energy interruption. The controller’s short-term goal is to provide uninterrupted clean
energy to consumers during and after natural disasters to power emergency appliances, and for daily use to reduce the energy costs.
Long-term the controllers can be scaled up as medium-to-large scale power hubs to provide grid services and network resilience.

●
During
power outages the PEACE supplier serves as a mobile power source for users with PV and/or energy storage systems. PEACE can also
provide power when users do not have sufficient solar energy for their needs. The supplier includes an inverter to create seamless
three-way connection between a PV cell or system, an energy storage unit, and the power grid. Additionally, PEACE includes a web
application that displays the location, battery SOC, power generation, local weather systems, and charts.

7

The
RenCast Predictor, the Smart Microgrid Controller, Battery SOC, and PEACE Controller can be combined to turn a renewable energy microgrid
into a “smart” system that uses AI/ML to increase the system’s efficiencies by up to 10%. Next’s smart microgrid
solution aggregates accurate estimates of future energy generation and SOC and programs the Smart Microgrid Controller to optimize the
energy use based on the customer’s needs.

HOPES
Controller (“VPP”)

●
The
HOPES controller is still under development.

●
The
HOPES controller will allow microgrids in different locations to communicate and control to facilitate VPP applications and provide
a VPP concept for grid-connected renewable energy sources.

●
The
software component will include predictive and prescriptive computation models to address and mitigate the concerns facing high-penetration
scenarios into the grid. The controller allows consumers to integrate novel computational tools for state-of-the-art renewable energy
generation forecasting, wide-area aggregation, optimize dynamic renewable hosting capacity, intelligently synchronize devices, and
dispatch on-demand. The HOPES Controller will integrate and manage small-to-large-scale renewable energy solutions across smart grids.
Additionally it will integrate renewable energies to the grid. The HOPES controller connects individual plants to build a VPP that
transfers energy between locations connected through transmission lines based on availability and demand to improve the overall system
resiliency.

The
HOPES Controller will be able to:

●
Conduct
short-term forecasting of the power generated by the renewable energy power plant.

●
Execute
a dispatch for bulk energy transfer using a hybrid energy storage module to minimize renewable energy curtailment and increase the
renewable energy hosting capacity.

●
Predict
renewable energy generation intermittencies with wide-area aggregation using a wavelet theory-based transformation model and cooperative
game theoretic modeling.

●
Conduct
predictive smart load control to effectively use renewable energy and hybrid energy modules to address critical and deferrable loads
and minimize system instabilities.

●
Support
functionalities for energy pricing and economics of the grid-connected renewable energy to ensure feasibility of intelligence and
visibility of renewable energy.

●
Work
with utility-level applications like distributed energy resource management systems and advanced distribution management systems
to optimize existing renewable energy power plants.

The
NextNRG Smart Microgrid is designed to maintain grid stability and enhance operational efficiency through advanced monitoring and control
systems. By integrating grid forming inverters and multi-level controllers, the microgrid dynamically adjusts to fluctuations in energy
demand and supply. These components work together to ensure a consistent and reliable power supply, reducing the risk of outages and
improving overall energy efficiency. The system’s real-time monitoring capabilities provide utility operators with valuable insights
into grid performance, enabling informed decision-making and proactive management.

The
two deployments of the NextNRG Smart Microgrid are expected to be in California at two healthcare facilities.

NextNRG
currently is working on a deployment on tribal land in the State of Louisiana. NextNRG is targeting tribal land is
because nearly 17,000 tribal homes are without electricity and tribal communities experience 6.5x more power outages than national average.

NextNRG
has approximately $750 Million in planned smart microgrid deployments. All of these projects are in different phases of the project
timeline. The projects vary from municipal property to Tribal land, to commercial facilities (healthcare, office space, multifamily,
and amusement parks).

8

NextNRG
believes that utility companies; microgrid companies; and renewable energy generation companies will all be able to capitalize on the
advantages of the NextNRG smart microgrid technology and therefore NextNRG plans to offer its technology to these companies under a SaaS
model.

At
each location where the NextNRG Smart Microgrid will be deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s wireless
EV charging solutions. These solutions are explained in more detail below.

Wireless
EV charging uses resonant electromagnetic induction to transmit a current, this process is also known as “inductive charging”
or “wireless power transfer” (“WPT”). Wireless charging utilizes a charging pad installed in the ground and a
similar pad installed on the bottom of a car, when the pads align, charging automatically begins.

Wireless
EV charging offers several benefits:

●
By
definition, the number one benefit of wireless EV charging is that there are no wires. EV owners do not need to carry heavy charging
cables or plug their cars in at every charging station, alleviating range anxiety.

●
EV
charging cables can become damaged over time, particularly in extreme heat and cold areas, which can be hazardous to the vehicle
and its owner. No wires mean less risk, and replacing cables is expensive, too.

●
Wireless
charging is simply more convenient, even when only available as static charging – and if and when dynamic charging becomes
a reality, it will be extremely convenient as well.

●
Wireless
charging is more efficient than a traditional plug in charger.

Wireless
Charging Parking Bumper (U.S. Patent No. 10836269B2)

NextNRG’s
primary patent covers an EV charging station, designed as a bumper which ensures proper alignment between the vehicle’s battery
charger and the charger pad in the charging station.

●
Integrated
sensors detect the vehicle’s position as it parks.

●
A
built-in radio frequency receiver identifies the vehicle through a unique code.

●
Once
the system verifies payment with a server, an internal processor activates wireless, inductive charging.

●
The
entire setup offers a seamless integration of sleek design, precise vehicle detection, and secure payment verification for efficient
charging.

●
NextNRG’s
parking bumper patent is the integration of a networked wireless charging bumper with a contactless payment system, and advanced
communication protocols and encryption methods.

NextNRG
believes its parking bumper patent is the key to commercializing wireless EV charging, the automated verification and payment system
is expected to be the most seamless way to start a charge.

NextNRG
also holds the exclusive license for three patents in the WPT space - two for the static transfer of energy and one for the dynamic transfer
of energy. The licensed WPT solutions are based on a unique analog architecture. The static solution also provides a bi-direction (grid
to vehicle and vehicle to grid) power transfer which allows a charged EV to serve as a reserve generator for the home in case of power
failure.

Bidirectional
Wireless Power Transfer (U.S. Patent No. 10637294B2)

This
patent describes a system capable of wirelessly transferring power in both directions. This technology is designed for efficient and
safe power exchange, which could be particularly useful in scenarios where power needs to be sent back to the grid during peak demand,
and/or power outages.

9

Advancements
in Inductive Power Transfer (U.S. Patent No. 9919610B1)

This
patent focuses on enhancing the capabilities of wireless power transfer systems. The improvements include increasing the efficiency of
power transfer, extending the longevity of the system and broadening its applicability across various contexts.

Wireless
EV Charging Station for Static and Dynamic Charging (U.S. Patent No. 9731614B1)

This
patent details a wireless charging station specifically designed for EVs. It has the capability to charge EVs both when they are stationary
(static) and while they are in motion (dynamic). The dynamic charging allows for continuous charging, potentially revolutionizing the
way EVs maintain battery levels.

To
date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a
laboratory environment at FIU, with plans to expand the output capacity to 1 mwh and above. NextNRG expects for this static WPT
solution to automate EV charging such that drivers do not need to do anything to charge. There are no cables inside or outside of
the car. NextNRG’s static and dynamic solutions are not expected to be affected by rain, snow, ice, dust, or dirt. They will
be a clean and safe way to charge EVs.

NextNRG
expect that its static WPT systems will be bidirectional, this means that they will support connecting grid-to-vehicle (“G2V”)
and vehicle-to-grid (“V2G”). NextNRG is unaware of any other WPT system which has V2G capabilities. For homeowners who want
to deploy solar and microgrid solutions at their home, with our WPT system we expect for those homeowners to be able to utilize their
car as a battery storage system. Additionally, in emergency outage situations homeowners with our WPT system will be able to maintain
power by using our V2G capabilities.

Additionally,
through an integration with our Smart Microgrid deployments, NextNRG plans for its WPT systems to be able to integrate with the grid
to help create a resilient network to handle disaster conditions. For example, during a hurricane in areas with power outages, EVs with
V2G capability would be able to power hospitals, homes, and other critical infrastructure to create a reliable, longer lasting energy
source.

NextNRG
expects for its dynamic WPT solution to be implemented on highways and public roads so it can provide essentially unlimited range for
EVs without plugging-in or stopping for recharging. These solutions will revolutionize the future of transportation systems. NextNRG
is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.

The
microgrid, solar, and EV Charging markets in the U.S. have been growing steadily with the presence of key players engaged in research
and development to increase efficiency and decrease the cost of the components. NextNRG believes the confluence of multiple clean energy
trends creates a significant market opportunity. Renewable energy
microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it
is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy
microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence
on foreign oil supply. Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in
the U.S. in order to meet the various targets and commitments set by corporations and governments.

10

Revenue
Sources

Sale
of Electricity

Solar
Electricity

NextNRG
plans to derive its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy
credits, and performance-based incentives. A portion of NextNRG’s power sales revenues is expected to be earned through the sale
of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (PPAs). NextNRG’s PPAs will typically have
fixed or floating rates and are expected to be generally invoiced monthly.

Wireless
EV Charging

NextNRG
will sell energy to its wireless EV charging customers.

NextNRG
plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well as charge
point operators (CPOs), empowering the growth of sustainable transportation infrastructure.

NextNRG
plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the
renewable energy industry. Energy pricing is based on peak/off-peak rates at any given charging location. NextNRG plans to negotiate
our own Power Purchase Agreements (PPA) accordingly. NextNRG is also planning to sell energy to EV owners via wireless EV charging.

SaaS
& Licensing

Software
as a Service Agreements

NextNRG
plans to generate revenue from the sale of its energy management software under SaaS Agreements with utility companies; microgrid companies;
and renewable energy generation companies. Additionally, any traditional customers which would like to own their own energy generation
systems will have the option of entering a SaaS agreement to purchase rights to the technology.

Hardware
Licensing

NextNRG
plans to generate licensing revenues from competitors or ancillary business participants who desire to utilize or integrate NextNRG’s
intellectual property, hardware, or software solutions within their proprietary product.

Sale
of Hardware

NextNRG
plans to generate revenues from the sale of hardware, eg. solar panels, battery storage solution equipment, wireless charging
pad or bumper and vehicle receiver technology.

Potential
Customers Include

Property
owners, electrical supply companies, management companies, all levels of government, original equipment manufacturers, tribal land, car
manufacturers, EV charging companies, wholesale electricity providers, utilities, and fleet owners.

Agreements
and Collaborations

License
Agreements with Florida International University

NextNRG
holds exclusive licenses to a portfolio of seven patents owned by FIU. Under the licensing agreements NextNRG is obligated to pay fixed
royalty payments for the licenses to FIU on an annual basis. The terms of the licenses continue for the life of the patents or until
terminated by either party, pursuant to the terms of the licenses. NextNRG also has certain performance obligations pursuant to the terms
of the licenses.

11

Intellectual
Property

NextNRG
is the owner of U.S. Patent No. 10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment processing.

NextNRG’s
licenses from FIU relate to the following U.S. patents covering wireless EV charging: U.S. Patents Numbered: 10637294; 9919610; and 9731614.

NextNRG’s
licenses from FIU relate to the following U.S. patents covering smart microgrid technology: U.S. Patents Numbered: 10326280; 10969436;
10958211; and 11022720.

NextNRG
has also filed trademark applications for “NextCharge,” “Next Charge,” “Next Charging,” “NextCharging,”
“NextNRG,” “NextNRG,” and the NextNRG logo.

NextNRG
owns the domain names: NextCharging.com; NextNRG.com; NXXT.energy; and NextNRG.energy

Regulatory

Although
NextNRG is not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes
where it conducts business, it expects to compete primarily with regulated utilities. As a result, it has developed and is committed
to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. It believes these efforts
help it better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national
and regional policy environment.

To
operate its systems, NextNRG may need to obtain interconnection permission from the applicable local primary electric utility. Depending
on the size of the solar energy system and local law requirements, when needed interconnection permission will be provided by the local
utility directly to NextNRG and/or future customers. In almost all cases, interconnection permissions are issued on the basis of a standard
process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering
policies. As such, no additional regulatory approvals are required once interconnection permission is given.

NextNRG’s
future operations will be subject to stringent and complex federal, state and local laws, including regulations governing the occupational
health and safety of our employees and wage regulations. For example, it is subject to the requirements of the federal Occupational Safety
and Health Act, as amended (“OSH Act”), and comparable state laws that protect and regulate employee health and safety. NextNRG
endeavors to maintain compliance with applicable OSH Act and other comparable government regulations.

Government
Incentives

Federal,
state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems
to promote solar energy in the form of rebates, tax credits, and exclusion of solar energy systems from property tax assessments. These
incentives enable us to lower the price we charge customers for energy from, and to lease, our solar energy systems, helping to catalyze
customer acceptance of solar energy as an alternative to utility-provided power. In addition, for some investors, the acceleration of
depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.

12

The
Inflation Reduction Act of 2022 (the “IRA”), which was passed in August 2022, substantially changed and expanded existing
federal tax benefits for renewable energy. The IRA extended the existing framework for investment tax credits (“ITC”) offered
by the federal government under Section 48(a) of the Internal Revenue Code (the “Code”) and provided for ITCs under Section
48E of the Code for the installation of certain eligible solar power facilities owned for business purposes. Prior to the IRA, if construction
on the facility began before January 1, 2020, the amount of the ITC available was 30%, if construction began during 2020, 2021, or 2022
the amount of the ITC available was 26%, with additional step downs in later years. Projects placed in service before January 1, 2022
are still set at 26%. However, with the enactment of the IRA, solar power facilities installed between 2022 and 2032 will receive a 30%
ITC of the cost of installed equipment for ten years so long as the facilities meet wage and apprenticeship requirements or are less
than 1 MWac, which will decrease to 26% for solar power facilities installed in 2033 and to 22% for solar power facilities installed
in 2034; and for those solar power facilities installed in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed.
The prevailing wage rates also must be paid for alteration and repair during the 5 years after a project is placed in service.

Pursuant
to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship
requirements, if all the steel and iron are produced in the United States and at least 40% of the facility is produced in the United
States, which domestic content percentage requirement increases for facilities that start construction after 2024 and eventually reach
55% for projects which begin construction in 2027 or later.

Pursuant
to the IRA, certain ITC projects are eligible for an additional 10% or 20% energy community bonus so long as the facilities meet wage
and apprenticeship requirements, and if the facility owner applies for and receives an environmental justice allocation from the Internal
Revenue Service (the “IRS”). Solar (and certain related storage) facilities that are less than 5 MWac that are either located
in a low-income community or on Indian land, or are part of a qualified low-income residential building project or a qualified low-income
economic benefit project qualify. For example, qualified low-income economic benefit projects can receive a 20% bonus if low-income households
receive at least one-half of the financial benefits. The IRS provided taxpayers guidance in Notice 2023-18 for determining the requirements
for allocation of the ITC bonus. The IRA also included additional incentives, including in relation to stand-alone storage and claiming
interconnection costs under the ITC in certain situations, and the ability for ITC recipients to directly transfer such ITCs.

In
addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property
tax incentives for renewable energy systems that include exemptions, exclusions, abatements and credits. Approximately thirty states
and the District of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some voluntary goal)
that requires regulated utilities to procure a specified percentage of total electricity delivered in the state from eligible renewable
energy sources, such as solar energy systems, by a specified date. To prove compliance with such mandates, utilities must surrender solar
renewable energy credits to the applicable authority. While there are numerous federal, state and local government incentives that benefit
our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on our business.

Manufacturing
and Supply

NextNRG
plans to purchase equipment, including solar panels, inverters, batteries, wireless charging station components from a variety of manufacturers
and suppliers. If one or more of the suppliers and manufacturers that NextNRG relies upon to meet anticipated demand reduces or ceases
production, it may be difficult to quickly identify and qualify alternatives on acceptable terms. In addition, equipment prices may increase
in the coming years, or not decrease at the rates it has historically experienced, due to tariffs or other factors.

13

Mobile
Fueling

NextNRG’s
Mobile Fueling solution offers on-demand and subscription-based fuel delivery services, catering to individual consumers, fleets, marine,
and other specialty markets. Leveraging digital technology and GPS-based systems, this service responds to the increasing preference
for home and workplace product deliveries. Particularly, our fleet services are experiencing significant growth, providing a streamlined,
efficient fueling option that allows commercial operators to optimize operations and reduce downtime. This innovation not only meets
the modern demand for convenience but also aligns with the broader shift towards more agile and responsive service models in today’s
economy.

NextNRG’s app-based platform conveniently brings
the gas station to customers with a growing fleet of Mobile Fueling Trucks. NextNRG’s business verticals align to the high-use,
high demand cases in vehicle operations. These are; individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle markets.

For
CONSUMERS, NextNRG services individual “consumer” customers directly at their residences or places of work. In
the consumer vertical, NextNRG customers sign-up for NextNRG services individually, or as part of an employer which offers discounted
NextNRG services to their employees as an employee benefit while at work at offices, in office parks or on-job locations. Fuel deliveries
are completed at optimal times during the day for ‘at work’ customers or at night for residential deliveries.

In
the COMMERCIAL vertical, NextNRG provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars,
livery operators, and job sites. Deliveries for the commercial vertical are completed during down-times, when the majority of commercial
vehicles are at designated locations. This method also allows NextNRG to complete multiple fills at once, while providing the commercial
customers the benefit of a fleet of fueled vehicles ready for operations on any given morning.

In
the SPECIALTY vertical, NextNRG adapts to each market based on the type of vehicles that can benefit from “at location”
fuel delivery. In NextNRG’s home market, Florida, their “specialty” vertical services hundreds of boat owners at
their homes or at marinas at which they are docked. NextNRG’s specialty market also includes equipment rental companies, construction
job sites, agricultural operations, motorsports events and recreational vehicle grounds.

NextNRG
Model – Resolving Pain Points in the Consumer and Commercial Fuel Customer Markets

NextNRG’s
experience in this market indicates that the legacy gas station model is ripe for disruption specifically by a model which works to address
major issues with the status of the industry, such as:

●
Convenience.
People find going to the gas station inconvenient and time consuming. Leaving the house a little late in the morning on an empty
tank means arriving late to the office or stopping for gas on your way home after a long day is inconvenient. This number does not
include the time it takes to drive to and from the gas station. Our solution saves our customers valuable time and shaves time off
our customers’ commutes to and from work. Our Mobile Fueling Truck brings a convenient fueling solution that is disrupting
the current industry by saving our customers valuable time and helping them to avoid the stress of not having a full tank of gas.

14

●
Fleet
Driver Expense. When fleet managers send their vehicles to the gas station to fill up, they are paying for: (i) the driver to
take the vehicle to the gas station; (ii) the gas the vehicle consumes on the way to and from the gas station; (iii) wear and tear
on the vehicle being driven to the gas station; and (iv) indirectly the downtime for the vehicle being driven to the gas station,
which usually will be during the regular working day due to the fact that an employee must take the vehicle there. When fleet managers
use NextNRG, we fill up the vehicles after hours so there is no downtime during the regular working day.

●
Fleet
Driver Fraud. 2025 studies show that U.S. commercial fleets lose 15-25% of their fuel budget to theft, fraud, or unauthorized
usage annually. With fuel often accounting for approximately 25% of total operating costs, even modest leaks quickly become major
losses. NextNRG’s solution tackles fraud head on by taking the drivers out of the equation. NextNRG brings the fuel directly
to our customers’ fleets and reduces the risk of driver related fuel fraud.

●
Safety
Concerns. Gas stations have a reputation of being unsafe locations. This reputation developed due to the many robberies and assaults
that occur at gas stations. According to FBI crime data, 2% of all violent crimes occurred at gas stations.
Violent crimes such as robberies and assaults are commonplace at gas stations because often, customers need to exit their vehicles
in remote and secluded areas, at late hours, with improper lighting and security at the location. NextNRG’s Mobile Fueling
Trucks address these safety issues by bringing the fuel to the consumer, who, from the comfort of their home or office can order
a fill-up via our app without even going outdoors. The customer simply needs to place the order and leave the gas tank access open
on their vehicle.

●
Fraud
Concerns. Gas stations are hubs for fraud issues. These issues primarily emanate from gas stations employing mostly old-fashioned
magnetic strip credit card readers. Gas stations experience hundreds of millions of dollars in credit card fraud annually. NextNRG’s platform does not store any customer credit card
data and uses the latest in credit card processing technology to verify cards and secure customers’ payments to ensure authenticity
of purchases.

●
Addressing
Environmental Concerns. We can never eliminate our environmental exposure completely. However, by delivering fuel to areas with
high vehicle density, we are lowering the environmental impact by reducing the number of separate trips our customers make to refuel
their vehicles. Since NextNRG sources direct from oil companies on a daily basis, we have a very high turnover of inventory and do
not store our fuel in underground tanks. All our tanks go through a rigorous annual inspection, plus they are visually inspected
before and after every shift to ensure proper fuel storage and no loss of vapors. A rapid turnover of inventory and daily tank inspections
are not available for underground tanks used by retail gas stations.

●

Sanitary and Touchless. According to a study
conducted by the Kymberly Clark Group, the gas station pump handle is the dirtiest surface Americans touch on their way to work. Also,
according to a recent study conducted by busbudy.com, gas station pumps have 11,000 times more bacteria than the common household toilet
seat, while pump station buttons contain 15,000 times more. In addition to being germ and bacteria infested, a recent article by njtvonline.org
highlighted the near impossibility of social distancing at self-service gas stations, further exacerbating the health risks of going to
the gas station.

15

Mobile
Fueling Product Offerings

We
provide fuel delivery via our fleet of trucks in Florida, Texas, California, Arizona, Oklahoma, Tennessee and Michigan. Our goal is
to service all our customers across all our lines of business at predictable locations during vehicle downtimes. Our fleet currently
includes 145 trucks that we utilize to deliver fuel directly to our customers. We have three major lines of business and to
our knowledge we are the only company in the space which fuels all three verticals :

1.
SERVICING CONSUMERS AT HOME AND AT WORK

We
offer residential fueling services to customers who can request a fuel delivery through our app and have fuel delivered directly to their
vehicle, from the comfort of their home or apartment building, while they go about their night. We offer convenient weekly schedules
to our residential customers, so they can live with the comfort of knowing that they will never be without a full tank of gas when they
need it. Additionally, our competitive pricing keeps our residential customers from having to travel out of their neighborhood for lower
gas prices. Our residential customers currently pay a delivery fee of $6.99 for each delivery or they have the option to pay $14.99 per
month for unlimited deliveries. We may increase these prices in the future. We currently offer delivery to residential customers in Miami-Dade,
Broward, and Palm Beach counties. Our service is a great new amenity for condominiums, which has been widely used by residents of the
buildings we service and has been enhancing residents’ experience.

Through
entering agreements with local and national businesses, we work directly with businesses human resource departments to offer employee
perks, and fuel employees’ cars while they are working. This is a creative benefit for employers to offer, enabling their employees
to have their cars filled, stress free. Additionally, we work directly with the landlords of corporate office parks to bring the amenity
of NextNRG to their tenants. Our corporate employee fueling is currently done at competitive prices with no delivery fee. Our corporate
office park solution offers benefits to employers and NextNRG. Benefits to employers include: (i) a new perk to offer their employees;
and (ii) happier employees who do not have to waste precious time going to the gas station. Benefits to NextNRG include: (i) multiple
deliveries at one location creates efficiencies and cuts operating costs; (ii) the employers serve as “influencers” which
reduces our marketing costs for each location; and (iii) push-marketing by the employers also results in more residential consumer fills.

2.
SERVICING COMMERCIAL ENTITIES

We
partner with and offer national and local businesses who operate fleets an alternative solution for fueling their fleet to reduce the
businesses operational costs and improve fleet efficiency. Our solution for fleets helps businesses: (i) save money spent on expensive
gas stations; (ii) save money on paying employees to go to gas stations; (iii) eliminate unnecessary wear and tear to Company fleet vehicles
on trips to the gas station; (iv) better monitor their fuel consumption; (v) eliminate employee mistakes (putting regular gas into a
diesel engine); and (vi) prevent theft by employees (customers have reported instances where it was months before they realized their
employee was making unauthorized charges on their fleet card).

16

3.
SERVICING SPECIALTY MARKETS

NextNRG
delivers fuel directly to other, market-specific personal and commercial vehicles and tanks. In our home market, the prevalence of boats
and boat owners was the first specialty market we developed, particular to the south Florida area which is the base of our services.
Marina fuel stations are some of the highest priced in the country. We offer low prices and pre-scheduling so our marine customers can
get affordable fuel whenever they need it. The same is true for the markets which we have targeted to enter. In these markets we find
similar, market-specific vehicles which our future customers use for; construction or agricultural purposes, personal or recreational
vehicle use, or sporting events where a large concentration of vehicles can be serviced at specific locations.

Customers

In
addition to our individual, residential customers, we also have structured relationships with property management companies and builders
who co-market our services as a benefit to their residents and allow our trucks to enter their communities to fill vehicle owners at
their single family homes, condominiums or apartments.

Our
commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a leading
national grocer, a leading OEM, as well as a leading equipment rental company.

In
our specialty market vertical, we service hundreds of boats at various marinas across Miami-Dade and Broward Counties, as well as boats
at customers’ homes. We are a preferred delivery partner for a mobile application with thousands of boat-owner users.

Software
Systems, IT, User Interface and Experience

Our
software systems provide us with logistical and cost saving efficiencies that allow us to forecast the need for truckloads of fuel to
effectively service clusters of customers in a specific area or zip code. At the front end of our system, we employ an app-based approach
that provides all our customers with an easy-to-engage user interface and ordering system. Customers are able to select the times and
locations of their on-demand or routinely scheduled fills and manage their account on their mobile device or desktop system.

17

In
the back end of our system, we aggregate customer orders based on their location and expected gallon demand for their vehicles. The aggregation
of customer orders based on these variables triggers a truckload fill of one of our mobile tankers designated for each of the customer
orders our system generates.

Our
software and IT systems have been developed and customized in-house to provide cost-saving efficiencies which produce higher margins
than traditional gas station fuel margins.

We
are planning to expand our software capabilities using AI and machine learning algorithms that will, among other things, automatically
generate outbound “fill reminder” communications to customers based on their recorded usage amounts and time intervals.

Mobile
Fueling Application

The
EzFill Mobile Application has been designed for iPhone and Android devices with our customers and convenience in mind.

Sign
Up: The EzFill App provides a quick and easy registration process.

Profile
Management: The EzFill App provides easy profile management where users can seamlessly update personal information, such as: vehicle
details and location, this way we are able to provide the best services to our customers.

Location
Sharing: This feature enables our customers to simply drop a pin at their location on an integrated map which lets our driver know
where to deliver the fuel.

Request
Fuel Delivery: The EzFill App lets our customers pick the type and quantity of fuel to be delivered in addition to the time and date
of availability.

18

Weekly
Delivery Schedule: The EzFill App also enables our customers to preschedule weekly deliveries on a specific day of the week. This
feature enables our customers to request their delivery for a specific time window, this ensures they can schedule their fill up at convenient
times when they would be busy attending other tasks and their car is idle.

Push
Notifications: The EzFill App has a push notification feature. This allows us to keep customers informed of all the activities associated
with the service they have requested. We also use it to keep our customers updated with recent offers and discounts, which helps to boost
customer satisfaction and promotes our business.

Transaction
History: The EzFill App offers our customers the ability to always view their transaction history. This gives our customers an option
to check the previous fuel delivery requests and bills.

Mobile
Fueling Market Opportunity

Information
provided by Statista indicates that there were an estimated 298 million registered cars in the United States in 2025.
According to the U.S. Energy Information Administration, in 2023 the U.S. used approximately 375 million gallons of fuel per
day. NextNRG wants to take advantage of the growing number of U.S. drivers by
bringing the gas directly to the consumers. We feel that our service solves many problems posed by the
legacy gas station. NextNRG’s mobile fueling solution presents a new way for Americans to get gas: at home, at the office, wherever, on demand.

The
on-demand market continues to grow. On-demand companies are operating and growing in the:

●
Trucking
& Delivery Services

●
Food
Delivery Services

●
Beauty
Services

●
Housekeeping
Services

●
Healthcare
Services

●
Laundry
Services

NextNRG
believes that the on-demand market will continue to grow and this growth will benefit its fuel delivery model.

We
believe our market opportunity is to expand into major metropolitan statistical areas (“MSAs”) across the continental U.S.
with sufficient concentration of business and residential customers. We want to be in locations where people rely heavily on their personal
cars to get places.

19

As
we expand to a new market, we plan to employ a strategy that has helped us build a strong base of business in our existing market. The
strategy we developed begins with sales in our fleet category to build a base of business in the target city, while developing and strengthening
our delivery operations. Next, after launch, we secure corporate and landlord agreements to allow us to begin marketing our services
to their employees and tenants. These agreements include fueling at large office parks during daytime hours and fueling at residential
buildings during nighttime hours.

We
generate business through establishing corporate and landlord partnerships, we then leverage companies’ internal communication
channels to market directly to their employees or residential tenants. By implementing our digital marketing campaigns as well as placement
of our content throughout residential and corporate facilities, we are able to develop greater brand awareness. We coordinate with our
partners to set up organic marketing efforts with our brand ambassadors to help increase recognition and assist users with downloading
the app and setting up their accounts.

Competition

Our mobile fuel delivery service competes with other local fuel delivery companies and gas stations. We differentiate ourselves
by allowing our customers to request our service via a mobile app and delivering the fuel directly to the end user. We use our innovative
technology and excellent concierge service to offer convenient fueling solutions to all our vertical markets at different times of the
day to maximize the efficiency of each mobile fueling truck. To our knowledge, there are no significant mobile fueling competitors in
the markets we currently serve.

We
distinguish ourselves from our competitors by:

●
Prioritizing
our customers’ experience and satisfaction;

●
Streamlining
our customers ordering experience;

●
Rigorously
vetting and training our drivers;

●
Providing
the latest in scheduling, GPS technology, and payment systems;

●
Offering
competitive pricing in the zip codes which we service;

●
Providing
all our customers with certified, accurate reports and detailed invoices.

20

Government
Regulation

Our
industry has certain government regulations. NextNRG is dedicated to ensuring that we operate in a way that is in compliance with applicable
regulations.

1.
DOT/Hazmat
Registration: We are required to be registered with the Department of Transportation to transport and dispense hazardous materials.
NextNRG as a company is registered to transport and dispense hazardous material.

2.
Weights
and Measures: In order to ensure the accuracy of our fuel sales to customers, our fuel meters and registers have to be calibrated
and certified by the Florida Department of Agriculture. NextNRG’s fuel meters and registers have been calibrated and certified
by the Department of Agriculture to be a fuel retailer.

3.
CDL
Licensing with Hazmat Endorsement: Drivers are required to have a Commercial Driver’s License with a Hazmat endorsement
in order to operate the Mobile Fueling Trucks. All of our drivers have their Commercial Driver’s License with the Hazmat endorsement.

Our
operations may also be subject to local fire marshal regulations, which varies in the different cities and counties. NextNRG keeps up
to date on the local regulations in each of the locations it operates in and does ample research into local regulations before opening
in any new location.

The
costs of compliance include general liability insurance, workers’ compensation insurance, vehicle insurance, meters and registers
maintenance for yearly inspection, vehicle maintenance for yearly inspection, hazmat permits and licensing, safety procedures and equipment,
emergency response team, and live safety monitoring system.

Our
safety protocol includes:

●
Training

●
Management
oversight

●
Live
tracking 24-7

●
Safety
spill kits

●
Automatic
pump shut off system

●
24-7
800 phone# support line

We
have implemented a safety protocol and monitoring system that allows us to operate at maximum efficiency in optimal safety conditions.
Our drivers carry the proper commercial driver’s licenses and endorsements and are fully trained and certified to transport and
dispense fuel. We have been licensed by the U.S. Department of Transportation and our fueling trucks have been fitted with safety equipment
and emergency tools such as spill kits, fire extinguishers, emergency response handbook and a dedicated 24/7 emergency responder support
team in the event of emergency situations. We have management oversight around the clock to ensure safe operations. We have an emergency
response team on call, in the unlikely situation where there is a spill, the emergency response team will come to the scene to control
and properly handle the cleanup of any hazardous materials. We also have state of the art technology that enables us, in real-time, to
track the location of our Mobile Fueling Trucks and the inventory levels of each Mobile Fueling Truck.

Corporate
Information

NextNRG, Inc. (formerly known as EzFill Holdings,
Inc.) was incorporated on April 20, 2016, in the State of Florida. EzFill-FL, LLC was established on July 27, 2016 in the State of Florida.
The assets of EzFill-FL, LLC, constituting the mobile fueling business, were acquired as of April 9, 2019 by EzFill Holdings, Inc., which
was incorporated on March 28, 2019 in the State of Delaware.

On August 10, 2023, the Company, the members (the
“Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, as the representative of the Members, entered
into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100%
of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 40,000,000 shares of common
stock. Subsequently, Next Charging converted to a corporation organized in the State of Nevada named NextNRG Holding Corp. (“Next
Holding”) effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity
in the new corporate form and the prior members of Next Charging remained as shareholders of Next Holding.

On June 11, 2024, in order to reflect the Conversion,
the Company, all of the shareholders of Next Holding and Mr. Farkas as the representative of the Next Holding executed a second amended
and restated agreement to replace the Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”).
Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Next Holding 100% of the shares
of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common stock.

On September 25, 2024, the Company and Mr. Farkas
entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment”) to change the
number of the Company’s common stock shares to be issued to the Next Holding shareholders by the Company in exchange for 100% of
the shares of Next Holding to 100,000,000 shares of the Company’s common stock.

The Second Amendment also provided that in the event
Next Holding completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”), prior to the closing, then 50,000,000
shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares subject
to vesting or forfeiture, the “Restricted Shares”). Next Holding completed the acquisition of SEI on January 19, 2024, and
thus 50,000,000 vested on that closing date. The remaining 50,000,000 restricted shares are subject to vesting or forfeiture. 25,000,000
of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the third solar, wireless electric vehicle
charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Second Amended and Restated Exchange
Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual
revenues exceeding $100 million, the Company completing projects with deployment costs greater than $100 million, or the Company completing
a capital raise greater than $25 million.

21

Prior
to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000, (ii) received
stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock
Market.

On February 13, 2025, the closing of the transactions
contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed. Pursuant to the terms of the Second Amended
and Restated Exchange Agreement, as amended, the Company issued an aggregate of 100,000,000 shares of common stock in exchange for all
of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly owned subsidiary of the Company.

On February 13, 2025, the Company changed its name
from EzFill Holdings, Inc. to NextNRG, Inc.

Our
principal executive offices are located at 407 Lincoln Road, Ste 9F, Miami Beach, FL 33139, and our telephone number is (305) 786-NEXT.
Our website address is nextnrg.com. Information contained on, or accessible through, our website is not a part of this Annual Report
on Form 10-K.

Nextnrg.com,
NextNRG, and other trade names, trademarks, or service marks of NextNRG appearing in this annual report are the property of NextNRG.
Trade names, trademarks, and service marks of other companies appearing in this annual report on Form 10-K are the property of their
respective holders.

Recent
Developments

Promissory
Note, dated as of December 26, 2024.

On
December 26, 2024, the Company and Gad International Ltd. (the “Lender”) entered into a promissory note (the “Gad Note”)
for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including without limitation
the purchase of equipment. Unless the Gad Note is otherwise accelerated or extended in accordance with the terms and conditions therein,
the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23, 2025. Further, the Company
agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan, and an optional extension fee
of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension to the Loan, upon the Lender’s
written consent. If any amount payable under the Loan is not paid when due, whether at stated maturity, by acceleration, or otherwise,
such overdue amount will bear interest at a rate of 21%. Additionally, the Company agreed to execute an irrevocable transfer instruction
with its transfer agent to issue $5,000,000 worth of shares of Company common stock to the Lender if the Gad Note is not repaid on or
before February 23, 2025. However, pursuant to an amendment to the Gad Note, dated January 15, 2025, between the Company and the Lender,
no shares of the Company can be issued without the Company first receiving shareholder approval. The Company has commenced the process
of obtaining shareholder approval and once the shareholder approval process is completed and the Company is authorized to issue the shares,
the Company will issue the shares. The Company shall take no action to impair, hinder or impede either the approval process or the issuance
of the shares in the event they become owed to Lender. Such shares of common stock will be valued based on the Nasdaq official closing
price for the Company’s common stock as of date of the issuance of the Gad Note. The note was extended to March 23, 2025, and in
exchange for the extension of the maturity date, the Company paid a fee of $200,000. The note was paid in full on March 26, 2025.

Promissory
Note, dated as of December 30, 2024.

On
December 30, 2024, the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000
to be used for the Company’s working capital needs, including without limitation the purchase of equipment. The unpaid principal
balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated or
extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will
be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums,
along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert
all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully
paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP
over the five trading day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing,
the conversion price shall not exceed the closing price of the Company’s common stock on the Nasdaq Capital Market on the date
of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the
December 30 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq
19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder
approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December
30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company
effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not
been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios
or multipliers of any such subdivision, split, reverse split.

Michael
Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding
shares of common stock.

22

Corporate Name Change and Ticker Symbol.

Effective February 14, 2025, the Company changed its
corporate name from “EzFill Holdings, Inc.” to “NextNRG, Inc.” Concurrently, the Company’s common stock ceased trading
under the ticker symbol “EZFL” and began trading on the Nasdaq Capital Market under the ticker symbol “NXXT,” with
a new CUSIP number of 652941105. The name change followed the closing of the NextNRG acquisition on February 13, 2025 and reflects the
Company’s strategic focus on renewable energy, mobile fueling, and next-generation energy infrastructure.

Public Offering.

On February 18, 2025, the Company closed a public
offering of 5,000,000 shares of common stock at a price of $3.00 per share, for gross proceeds of $15,000,000 before deducting underwriting
discounts and offering expenses.

Sale of Future Receipts — Redstone Advance
Inc., dated as of March 24, 2025.

On March 24, 2025, the Company entered into a Sale
of Future Receipts Agreement (the “Redstone Agreement”) with Redstone Advance Inc. (“Redstone”). Pursuant to the Redstone
Agreement, the Company agreed to sell to Redstone future proceeds of sales made by the Company in the amount of $3,217,700, and to deliver
20% of such future receipts to Redstone on a daily basis, subject to periodic reconciliation. As consideration, Redstone agreed to pay
the Company $2,300,000, minus $784,000 representing fees and amounts applied to satisfy prior balances, resulting in net proceeds to the
Company of $1,516,000. The Company authorized Redstone to debit an initial periodic amount of $125,000 per business day, representing
20% of the Company’s future receipts, subject to reconciliation. Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of
the Board of Directors, and beneficial holder of a majority of the Company’s outstanding common stock, personally guaranteed the Company’s
obligations under the Redstone Agreement.

Sale of Future Receipts — Mr. Advance Agreement,
dated as of March 25, 2025.

On March 25, 2025, the Company entered into a Future
Receivables Sale and Purchase Agreement with Funderzgroup LLC d/b/a Mr. Advance (“Mr. Advance”). Pursuant to the agreement,
the Company sold to Mr. Advance its right, title, and interest in 7.54% of future receipts until the purchased amount has been delivered
in full. As consideration, Mr. Advance agreed to pay the Company $2,300,000, minus $784,035 representing fees and amounts applied to satisfy
prior balances, resulting in net proceeds to the Company of $1,515,965. The Company authorized Mr. Advance to debit $125,000 on a weekly
basis, subject to modification. Mr. Farkas personally guaranteed the Company’s obligations under this agreement.

Fee Agreement with Michael D. Farkas, dated as
of March 25, 2025.

On March 25, 2025, the Company entered into a Fee
Agreement with Mr. Farkas pursuant to which, in consideration of Mr. Farkas personally guaranteeing certain loans entered into by the
Company, the Company agreed to pay Mr. Farkas a fee equal to 3% of the funds personally guaranteed by Mr. Farkas on the Company’s behalf,
payable upon receipt by the Company of the corresponding loan proceeds.

Promissory Note with Alcourt LLC, dated as of March
31, 2025.

On March 31, 2025, the Company issued a promissory
note in the principal sum of $1,000,000 in favor of Alcourt LLC (“Alcourt”), bearing interest at a rate of 15% per annum and
issued with an original issue discount of $150,000, with an initial maturity date of April 30, 2025. The parties subsequently extended
the maturity date on multiple occasions in exchange for issuances of restricted shares of common stock: on May 21, 2025, in exchange for
26,000 shares, the maturity date was extended to May 31, 2025; on June 23, 2025, in exchange for 90,000 shares, the maturity date was
extended to June 30, 2025, with an option to extend for additional one-month periods up to September 30, 2025 in exchange for 90,000 additional
shares per extension; and on July 1, 2025, in exchange for 180,000 shares, the maturity date was extended to September 30, 2025. This
note was subsequently paid in full, with $234,000 of the proceeds from the Equify Financial equipment lease described below applied to
satisfy amounts outstanding under the note.

Promissory Notes with Michael D. Farkas —
May and June 2025.

Between May 5, 2025 and June 10, 2025, the Company
entered into five promissory notes with Michael D. Farkas for working capital needs, each bearing a fixed interest rate of 12% per annum
and maturing on the earlier of one year from the date of issuance or the date the Company completes a cumulative capital raise of at least
$4,000,000 following that note’s issuance date. On May 5, 2025, the Company issued a note in the principal amount of $600,000 with an
original issue discount of $72,000. On May 9, 2025, the Company issued a note in the principal amount of $112,000 with an original issue
discount of $12,000. On May 19, 2025, the Company issued a note in the principal amount of $224,000 with an original issue discount of
$24,000. On May 20, 2025, the Company issued a note in the principal amount of $196,000 with an original issue discount of $21,000. On
June 10, 2025, the Company issued a note in the principal amount of $436,000 with an original issue discount of $46,000. The aggregate
principal amount of the five notes was $1,568,000. These notes were extinguished in full on September 18, 2025 through the debt-for-equity
exchange with Mr. Farkas described below.

Stock Purchase Agreement — Agile Capital
Funding LLC, dated as of June 20, 2025.

On June 20, 2025, the Company entered into a Stock
Purchase Agreement with Agile Capital Funding LLC (“Agile Capital”) pursuant to which the Company agreed to issue and sell 256,667
shares of common stock at a purchase price of $3.00 per share, for an aggregate purchase price of approximately $770,000. In lieu of paying
cash for the shares, Agile Capital agreed to absolve Next NRG LLC, a wholly owned subsidiary of the Company’s subsidiary NextNRG Holding
Corp., of $770,000 of outstanding liability owed to Agile Capital under a Future Receivables Purchase and Sale Agreement dated December
16, 2024. The shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268960).

23

Future Receivables Sale and Purchase Agreement
— March 2026.

On June 27, 2025, the Company entered into loan agreements
with two accredited investors, each providing the Company a loan of $1,500,000, for aggregate principal of $3,000,000. In lieu of periodic
cash interest payments, the Company paid the full interest obligation for the term of both loans upfront in equity, issuing an aggregate
of 450,000 shares of common stock at $3.00 per share (total stated interest of $1,350,000, equal to 45% of principal). To secure the loans,
the Company pledged an aggregate of 5,800,000 shares of common stock, with 2,900,000 pledged shares attributable to each loan. Upon a
default on either loan, the applicable lender would receive 2,900,000 pledged shares, sell only the number of shares necessary to recover
its outstanding principal, and return any unsold pledged shares to the Company at no cost. All interest shares and pledged shares were
registered pursuant to the Company’s shelf registration statement and a related prospectus supplement filed June 30, 2025.

At The Market Sales Agreement, dated as of July
3, 2025.

On July 3, 2025, the Company entered into an At The
Market Sales Agreement (the “ATM Agreement”) with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners,
LLC, as sales agents, pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate
offering price of up to $75,000,000. The agents agreed to use commercially reasonable efforts to sell shares on Nasdaq or in privately
negotiated transactions based upon the Company’s instructions, and the Company agreed to pay a fixed commission of 3.0% of aggregate gross
proceeds. On November 14, 2025, the Company and the agents entered into Amendment No. 1 to the ATM Agreement, reducing the aggregate allowed
offering amount from $75,000,000 to $60,000,000, with no other changes to the terms. The ATM Agreement was terminated effective January
17, 2026.

Stock Purchase Agreement — Debt-for-Equity
Exchange with Redstone, dated as of July 11, 2025.

On July 11, 2025, the Company entered into a Stock
Purchase Agreement with Redstone pursuant to which the Company issued 1,081,395 restricted shares of common stock at a price of $2.15
per share. The purchase price was satisfied through Redstone’s cancellation and discharge of $2,325,000 of outstanding indebtedness owed
by the Company under the Redstone Agreement dated March 24, 2025. The issuance was made in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Promissory Note, dated as of July 15, 2025.

On July 15, 2025, the Company entered into a promissory
note with a third-party lender in the principal sum of $2,000,000 for working capital purposes, bearing interest at a fixed rate of 18%
per annum, issued with an original issue discount of 5%, and originally maturing on March 11, 2026. The Company is required to make monthly
payments of $125,000 beginning August 15, 2025. In lieu of paying $360,000 of accrued interest in cash, the Company elected to issue 197,802
restricted shares of common stock at approximately $1.82 per share, and additionally issued 126,373 shares of common stock as commitment
shares. This note was terminated on March 11, 2026, as described below.

Equipment Lease — Equify Financial, LLC,
dated as of August 4, 2025.

On August 4, 2025, the Company entered into Equipment
Lease Schedule No. 002 under its Master Lease Agreement with Equify Financial, LLC to lease fuel trucks and related equipment totaling
$1,164,600. The 36-month lease requires one initial payment of $35,685 and 35 subsequent monthly payments of $35,685 commencing September
20, 2025, and includes a Terminal Rental Adjustment Clause with an end-of-term purchase option of $232,920. Lease proceeds were disbursed
as $820,600 to the Company, $234,000 to Alcourt in full satisfaction of amounts outstanding under the Alcourt promissory note, and $110,000
for tax, title, and license costs.

Securities Purchase Agreement and Senior Secured
Convertible Notes.

On September 8, 2025, the Company entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the
Company agreed to sell (i) senior secured convertible notes in an aggregate original principal amount of up to $11,800,000 (the “Notes”),
convertible into shares of common stock, par value $0.0001 per share, and (ii) warrants to purchase up to 3,000,000 shares of common stock
at an exercise price of $5.00 per share (the “Warrants”). In connection with the Purchase Agreement, the Company also agreed
to issue to a consultant of the Investor due diligence notes in an aggregate original principal amount of up to $1,180,000 (the “Due
Diligence Notes”) and due diligence warrants to purchase up to 300,000 shares of common stock (the “Due Diligence Warrants”),
on the same terms as the Notes and Warrants, respectively. The Company and the Investor also entered into a registration rights agreement
and a security agreement on the same date.

No interest accrues on the Notes prior to an Event
of Default or the Maturity Date; thereafter, interest accrues at the lesser of 18% per annum or the maximum rate permitted by applicable
law. The Notes are convertible at a conversion price equal to the Nasdaq Minimum Price at the applicable closing, subject to anti-dilution
adjustment, provided that the conversion price shall not fall below a specified floor price. The Company agreed that, for so long as any
amount remains outstanding under the Notes, it will not issue equity at a price below the highest per-share price under the Purchase Agreement
and will not enter into any equity line of credit or variable-rate equity instruments without the Investor’s consent. Share issuances
under these instruments are capped at 19.9% of outstanding common stock absent shareholder approval, the Investor received a right to
participate in future financings for 12 months from the initial closing for up to 50% of each such financing, and the Company’s Chief
Executive Officer provided the Investor with an unconditional personal guaranty of the Company’s obligations. Under the Security Agreement,
the Company and certain subsidiaries granted the Investor a first-priority security interest in substantially all of the Company’s assets.

24

The Company completed four closings under the Purchase
Agreement: at the initial closing on September 8, 2025, the Company issued Notes of $2,950,000 and Warrants for up to 750,000 shares,
plus Due Diligence Notes of $295,000 and Due Diligence Warrants for up to 75,000 shares, receiving $2,500,000 in gross proceeds at an
18% original issue discount; at the second closing on October 3, 2025, the Company issued Notes of $1,475,000 and Warrants for up to 375,000
shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000 in gross proceeds
at a conversion price of $1.92 per share; at the third closing on October 22, 2025, the Company issued Notes of $1,475,000 and Warrants
for up to 375,000 shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000
in gross proceeds at a conversion price of $1.82 per share; and at the fourth closing on November 12, 2025, the Company issued Notes of
$2,950,000 and warrants and due diligence warrants for up to an aggregate of 825,000 shares, plus Due Diligence Notes of $295,000, receiving
$2,500,000 in gross proceeds at a conversion price of $1.688 per share. Cumulative gross proceeds across the four closings totaled $7,500,000,
with aggregate Note and Due Diligence Note principal of $9,735,000. The Purchase Agreement entitles the Investor to purchase additional
Notes and Warrants for five years from the initial closing for up to an additional $8,850,000 in aggregate Note principal and up to 2,250,000
additional Warrant shares. Shares issuable upon conversion and warrant exercise were registered pursuant to the Company’s shelf registration
statement and related prospectus supplements beginning September 9, 2025.

Stock Purchase Agreement with Michael D. Farkas,
dated as of September 18, 2025

On September 18, 2025, the Company entered into a
Stock Purchase Agreement with Mr. Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of
$1.67 per share. The $1,670,000 purchase price was satisfied through the cancellation and discharge of outstanding indebtedness owed by
the Company to Mr. Farkas under the May 5, May 9, May 19, May 20, and June 10 Notes.

Power Purchase Agreements — Sunnyside and
Topanga, dated November 2025

In November 2025, two wholly owned subsidiaries of
the Company, NextNRG Sunnyside Microgrid LLC and NextNRG Topanga Microgrid LLC, entered into long-term power purchase agreements with
Sunnyside Nursing and Post-Acute Care Center and Topanga Nursing and Post-Acute Care Center, respectively. Under each agreement, the applicable
subsidiary agreed to design, construct, install, own, operate, and maintain an on-site photovoltaic solar and battery energy storage system
at the respective facility, and the facility agreed to purchase all electricity generated by the system at a contracted price per kilowatt-hour
over the term. The Sunnyside system consists of a 409 kW solar array paired with a 300 kW / 1,200 kWh battery, and the Topanga system
consists of a 350 kW solar array paired with a 250 kW / 1,000 kWh battery. Each agreement has an initial term of 28 years commencing on
the applicable commercial operation date, with options for two additional five-year renewal periods. The anticipated commercial operation
date for both systems is October 30, 2026, with an outside commercial operation date of December 30, 2026. Environmental incentives, environmental
attributes, and tax credits associated with each system accrue to the applicable NextNRG subsidiary. Each agreement also includes a declining
early termination payment schedule and grants the facility an option to acquire the system at fair market value at specified times during
the term.

Stock Purchase Agreement with Michael D. Farkas,
dated as of November 24, 2025.

On November 24, 2025, the Company entered into a Stock
Purchase Agreement with Mr. Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of $1.04
per share in exchange for Mr. Farkas’s settlement of $1,040,000 of accrued interest outstanding under promissory notes issued by the Company
or its subsidiaries to Mr. Farkas between June 2023 and February 2025. The principal amounts under such promissory notes remain outstanding.

Annual Meeting of Stockholders.

On December 29, 2025, the Company held its 2025 Annual
Meeting of Stockholders. Stockholders voted to: (i) elect five directors to serve until the next annual meeting; (ii) approve a change
in the Company’s state of incorporation from Delaware to Nevada; and (iii) ratify M&K CPAs, PLLC as the Company’s independent registered
public accounting firm for fiscal year 2025. All three matters were approved. The reincorporation to Nevada is intended to reduce the
Company’s recurring state costs, with Delaware franchise taxes having totaled $121,016 for fiscal year 2024.

Subsequent Events

ATM Termination. On January 17, 2026, the Company
terminated the ATM Agreement with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC. No shares were sold
under the ATM Agreement prior to its termination. The Company stated it has no immediate plans to enter into a new at-the-market program,
and intends to prioritize strategic investors to support long-term growth.

Stock Purchase Agreements — January 2026.

On January 20, 2026, the Company entered into a Stock
Purchase Agreement with an investor pursuant to which the Company agreed to sell 462,962 shares of common stock at a purchase price of
$1.08 per share, for aggregate proceeds of $500,000. On January 28, 2026, the Company entered into a Stock Purchase Agreement with an
investor pursuant to which the Company agreed to sell 368,421 shares of common stock at $0.95 per share, for proceeds of $350,000. On
January 29, 2026, the Company entered into a Stock Purchase Agreement with the same investor pursuant to which the Company agreed to sell
154,639 shares of common stock at $0.97 per share, for proceeds of $150,000.

25

Stock Purchase Agreement — February 2026.

On February 12, 2026, the Company entered into a Stock
Purchase Agreement pursuant to which the Company agreed to sell 300,000 shares of common stock at $0.75 per share, for aggregate proceeds
of $225,000. On February 18, 2026, the Company entered into a Stock Purchase Agreement pursuant to which the Company agreed to sell 133,333
shares of common stock at $0.75 per share, for aggregate proceeds of $100,000.

Future Receivables Sale and Purchase Agreement
— March 2026.

On March 9, 2026, the Company entered into a Future
Receivables Sale and Purchase Agreement with a funding counterparty, pursuant to which the Company agreed to sell 6.87% of its future
receipts until a total of $2,772,000 has been delivered, in exchange for consideration of $2,100,000 less $105,035 in fees, resulting
in net proceeds of approximately $1,994,965. The Company is required to make fixed biweekly payments initially equal to $231,000, subject
to reconciliation. The Company granted the purchaser a first-priority lien on its accounts, receivables, deposit accounts, and inventory.
Mr. Farkas personally guaranteed the Company’s obligations under this agreement.

July 15 Note Termination — March 2026.

On March 11, 2026, the Company entered into a Stock
Purchase Agreement with the holder of the July 15, 2025 promissory note (the “Noteholder”), pursuant to which the Company agreed
to issue and sell 3,181,818 shares of common stock to the Noteholder at a purchase price of $0.55 per share, for an aggregate purchase
price of $1,750,000. In lieu of paying cash, the Noteholder agreed to absolve the Company of $1,750,000 of outstanding liability under
the July 15 Note. In connection with the closing, the July 15 Note was terminated in its entirety and rendered null and void.

Nasdaq Minimum Bid Price Notice — March 2026.
On March 16, 2026, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that the Company is
not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The notification has no immediate
effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Company has 180 calendar days, or until
September 14, 2026, in which to regain compliance. If at any time during this period the closing bid price of the Company’s common stock
is at least $1.00 per share for a minimum of 10 consecutive business days, compliance will be restored. If the Company fails to regain
compliance within the initial 180-day period, it may be eligible for an additional 180-day compliance period, subject to meeting applicable
listing standards, which may include effecting a reverse stock split to cure the deficiency. There can be no assurance that the Company
will be able to regain compliance within the applicable period.

Leviston Resources Financing — April 2026. On
April 1, 2026, the Company entered into a Securities Purchase Agreement with Leviston Resources, LLC (“Leviston”) pursuant to
which the Company issued a senior secured convertible promissory note in the principal amount of $1,724,444 (the “Leviston Note”)
for a purchase price of $1,552,000, reflecting an original issue discount of $172,444. As additional consideration, the Company issued
243,300 shares of common stock to Leviston on April 1, 2026. The Leviston Note bears interest at 10% per annum with interest guaranteed
for the full six-month term regardless of any prepayment or conversion, and matures on October 1, 2026. The Leviston Note is a senior
secured obligation of the Company, secured by a first-priority security interest in substantially all of the Company’s assets, including
100% of the equity interests in the Company’s directly-owned subsidiaries. The Leviston Note is convertible into shares of common stock
only upon and following an Event of Default, at a conversion price equal to 80% of the average of the three lowest daily VWAP figures
during the 15 trading days preceding the conversion date, subject to a floor price of $0.10 per share, and subject to an equity blocker
of 4.99% (extendable to 9.99%) and a hard cap of 19.99% of outstanding shares under Nasdaq Listing Rule 5635(d). The Company may prepay
the Leviston Note at any time prior to October 1, 2026; provided that prepayment after 60 days from issuance requires payment of 110%
of the outstanding balance plus all guaranteed interest for the full six-month term. Upon an Event of Default, all outstanding obligations
automatically increase to 150% of the then-outstanding balance and accrue default interest at the lesser of 18% per annum or the maximum
rate permitted by law. Leviston also received rollover and piggyback registration rights, right of participation and right of first refusal
in future financing transactions through the later of October 1, 2027 or full repayment of the Leviston Note, and most favored nation
rights for so long as any obligations remain outstanding.

Cashera Business Loan — April 2026. On April 7, 2026, the Company and Cashera Private Credit Inc. (“Cashera”)
entered into a Business Loan and Security Agreement pursuant to which Cashera provided a term loan of $750,000 to the Company. The Company
received net disbursement proceeds of $712,500 after a $37,500 origination fee. The total repayment obligation is $1,050,000, representing
$300,000 in total interest, and is repaid in 24 weekly installments of $43,750 beginning immediately following disbursement, with a maturity
date of October 1, 2026 and an annual percentage rate of approximately 173.06%. The Cashera loan is secured by a first-priority security
interest in substantially all of the Company’s assets, personally guaranteed by Mr. Farkas, and cross-guaranteed by NextNRG Ops LLC, a
wholly owned subsidiary of the Company. The agreement prohibits the Company from incurring additional debt without Cashera’s prior written
consent, with a $75,000 stacking fee per occurrence for any violation of this covenant. Upon an event of default, Cashera may accelerate
all obligations, charge a 25% default fee on the outstanding balance, take possession of collateral, and file a confession of judgment
in the State of Utah.

Employees

As
of April 15, 2026, we had a total of approximately 177 employees, all of whom were full-time. None of our employees are covered
by a collective bargaining agreement, and we consider our relations with our employees to be good.

26