NEWH · NewHydrogen, Inc.

On June 15, 2023, the Issuer granted a stock option of 50,000,000 shares under the Issuer's 2022 Equity Incentive Plan (the "Options") to Mr. Hill. The Options shall vest in four separate tranches based upon the Issuer attaining certain performance milestones.

On June 15, 2023, the Issuer granted a stock option of 50,000,000 shares under the Issuer's 2022 Equity Incentive Plan (the "Options") to Mr. Lee. The Options shall vest in four separate tranches based upon the Issuer attaining certain performance milestones.

On March 20, 2023, the Issuer granted a stock option of 50,000,000 shares under the Issuer's 2022 Equity Incentive Plan (the "Options") to Mr. Hill. The Options shall vest over a three-year period and are subject to a six-month cliff.

On April 12, 2022, the Issuer cancelled the option of 50,000,000 shares granted to the Reporting Person on February 18, 2021 in exchange for granting a new option of 50,000,000 shares under the Issuer's 2022 Equity Incentive Plan (the "New Option"). Of the 50,000,000 shares subject to the New Option, 19,444,446 are vested and exercisable and the remaining 30,555,554 will become exercisable in equal amounts over a twenty-two (22) month period.

On April 12, 2022, the Issuer cancelled the option of 50,000,000 shares granted to the Reporting Person on February 18, 2021 in exchange for granting a new option of 50,000,000 shares under the Issuer's 2022 Equity Incentive Plan (the "New Option"). Of the 50,000,000 shares subject to the New Option, 19,444,446 are vested and exercisable and the remaining 30,555,554 will become exercisable in equal amounts over a twenty-two (22) month period.

On April 12, 2022, the Issuer cancelled the option of 400,000,000 shares granted to the Reporting Person on February 18, 2021 in exchange for granting a new option of 400,000,000 shares under the Issuer's 2022 Equity Incentive Plan (the "New Option"). Of the 400,000,000 shares subject to the New Option, 316,666,662 are vested and exercisable and the remaining 83,333,338 will become exercisable in equal amounts over a ten (10) month period.

On April 12, 2022, the Issuer cancelled the option of 400,000,000 shares granted to the Reporting Person on February 18, 2021 in exchange for granting a new option of 400,000,000 shares under the Issuer's 2022 Equity Incentive Plan (the "New Option"). Of the 400,000,000 shares subject to the New Option, 316,666,662 are vested and exercisable and the remaining 83,333,338 will become exercisable in equal amounts over a ten (10) month period.

The reported transactions involved an amendment of an outstanding Option to reduce the exercise price. The option was originally granted on February 18, 2021. Half of the Option vested on grant and the remaining half is exercisable in equal amounts over a twenty-four (24) month period during the term of the Reporting Person's employment with the Issuer.

The reported transactions involved an amendment of an outstanding Option to reduce the exercise price. The Option was originally granted on February 18, 2021 and is exercisable in equal amounts over a thirty-six (36) month period during the term of the Reporting Person's employment with the Issuer.

The reported transactions involved an amendment of an outstanding Option to reduce the exercise price. The Option was originally granted on February 18, 2021 and is exercisable in equal amounts over a thirty-six (36) month period during the term of the Reporting Person's employment with the Issuer.

The reported transactions involved an amendment of an outstanding Option to reduce the exercise price. The option was originally granted on February 18, 2021. Half of the Option vested on grant and the remaining half is exercisable in equal amounts over a twenty-four (24) month period during the term of the Reporting Person's employment with the Issuer.

The Reporting Person was issued 1,000 shares of Series D Non-Convertible Preferred Shares on April 15, 2021. The shares of the Series D Preferred Stock shall be automatically redeemed by the Company at their par value on the first to occur of the following triggering events: (i) expiration date, which is 45 days commencing from the issuance date. The Series D Preferred Stock does not pay a dividend, does not have any liquidation preference over other securities issued by the Company and are not convertible into shares of the Company's common stock., (ii) on the date the Reporting Person ceases, for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company's shares of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of the preferential voting rights of the Series D Preferred Stock set forth in the Certificate of Designation.

These shares of the Series B Preferred Stock were automatically redeemed by the Company on March 1, 2021 upon expiration, which was the date forty five (45) days after the effective date of issuance of such shares.

this Option shall become exercisable in equal amounts over a thirty-six (36) month period during the term of Optionee's employment, with the first installment of 1,388,889 shares vesting on 3/18/21.

Half of this Option (Option to purchase 200,000,000 shares of the Company's Common Stock) is immediately exercisable and the remailing half of this Option (Option to purchase 200,000,000 shares of the Company's Common Stock) shall become exercisable in equal amounts over a twenty-four (24) month period during the term of Optionee's employment, with the first installment of 8,333,333 shares vesting on 3/18/21.

The Reporting Person was issued 1,000 shares of Series B Non-Convertible Preferred Stock on January 15, 2021, The Series B Non-Convertible Preferred Stock did not have a dividend rate or liquidation preference and were not convertible into shares of the Company's common stock. Under the terms and during the time in which the shares of the Series B Preferred Stock remained issued and outstanding, the Reporting Person thereof, had the right to voting separately as a class with voting power equal to 51% of the total vote (representing a super majority voting power) on all shareholder matters of the Company. Such vote was to be determined by the holder(s) of a majority of the then issued and outstanding shares of Series B Preferred Stock.