8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C., 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

NEXTNRG,

INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40809	84-4260623
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

67NW 183rd Street, Miami, Florida 33169

(Address of principal executive offices, including Zip Code)

(305)791-1169

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, $0.0001 par value per share	NXXT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into Material Definitive Agreement

On June 27, 2025, NextNRG, Inc. (the “Company”) entered into loan agreements (each a “Loan Agreement”), an addendum to each of the Loan Agreement (the Loan Agreements, as amended, the “Loans Agreements”) with two accredited investors (each a “Lender” and together the “Lenders”). On the same date, the Company and each of the Lenders also entered into pledge and security agreements (each a “Pledge and Security Agreement”) and into escrow agreements (where the Company’s transfer agent is acting as the escrow agent) (each an “Escrow Agreement”).

Pursuant to the Loans Agreements, the Company received from each of the Lenders a loan in the amount of $1,500,000 and agreed to pay the full amount of interest due on the loans on the execution date of the Loan Agreement in the form of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Interest Shares”) at a price of $3.00 per share. The aggregate amount of interest due on the loans for the full term of the loans is $1,350,000 and the Company will issue an aggregate amount of 450,000 Interest Shares to the Lenders.

In addition, pursuant to the Loans Agreement and the Pledge and Security Agreements, the Company agreed to pledge an aggregate amount of 5,800,000 shares of Common Stock to secure the loans (the “Pledged Shares” and, together with the “Interest Shares”, the “Shares”). In the event of default on any of the loans, the Company will issue the Lender that the Company has defaulted on its loan 2,900,000 Pledged Shares. Each of the Lenders will then sell the number of Pledged Shares needed to be sold in order to cover the outstanding amount of its loan, and will transfer to the Company, for no payment from the Company, all the remaining Pledged Shares that were not sold by it.

The sale and issuance of the Shares under the Loans Agreement and Pledge and Security Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268960), which was filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2022, and declared effective on January 3, 2023, and a prospectus supplement to the base prospectus forming a part of such registration statement, which was filed by the Company with the Commission on June 30, 2025.

The foregoing description of the Loans Agreements, the Pledge and Security Agreements and the Escrow Agreements is not complete and is qualified in its entirety by reference to the form of Loans Agreement, form of Pledge and Security Agreement and form of Escrow Agreement, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference. The opinion of Sichenzia Ross Ference Carmel LLP, the Company’s counsel, regarding the legality of the Shares is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br><br> <br>No.	Description
5.1	Opinion of Sichenzia Ross Ference Carmel LLP
10.1	Form of Loan Agreement
10.2	Form of Loan Agreement
10.3	Form of Addendum to the Loan Agreement
10.4	Form of Pledge Agreement
10.5	Form of Escrow Agreement
23.1	Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NextNRG, Inc.
Date:<br> June 30, 2025	By:	/s/ Michael Farkas
	Name:	Michael<br> Farkas
	Title:	Chief<br> Executive Officer

Exhibit 5.1

June 30, 2025

NextNRG, Inc.

57 NW 183rd St.

Miami, FL 33169

Re:	NextNRG, Inc. –Registration Statement on Form S-3

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Ladies and Gentlemen:

We have acted as U.S. securities counsel to NextNRG, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s prospectus supplement (“Prospectus Supplement”) relating to the registration statement on Form S-3, File No. 333-268960 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 6,250,000 shares of common stock (the “Shares”), par value $0.0001 per share, of the Company.

In arriving at the opinion expressed below, we have examined and relied on the following documents:

(1)	the<br> Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated<br> Bylaws of the Company;
(2)	the<br> resolutions adopted by the board of directors of the Company on June 27, 2025 with respect<br> to the Registration Statement and the Prospectus Supplement;
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(3)	the<br> loan agreements, addendums to the loan agreements and pledge and security agreements entered<br> into by the Company and two accredited investors;
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(4)	the<br> Registration Statement, including the prospectuses contained therein and exhibits thereto;<br> and
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(5)	the<br> Prospectus Supplement.
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1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 T (212)

930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Page 2

In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers, and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed, without independent verification, the genuineness of all signatures (whether original or photostatic), the accuracy and completeness of each document submitted to us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic copies thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity, that the representations of officers and employees of the Company are correct as to questions of fact and that each party to the documents we have examined or relied on (other than the Company) has the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, of the execution and delivery by such parties of such documents, and the validity and binding effect thereon on such parties. We have not independently verified any of these assumptions.

The opinions expressed in this opinion letter are limited to the federal laws of the United States of America and General Corporation Law of the State of Delaware, as currently in effect. We are not opining on, and we assume no responsibility for, the applicability or effect on any of the matters covered herein of: (a) any other laws; (b) the laws of any other jurisdiction; or (c) the laws of any country, municipality, or other political subdivision or local government agency or authority. The opinion set forth below is rendered as of the date of this opinion letter. We assume no obligation to update or supplement such opinion to reflect any change of law or fact that may occur.

Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Shares are validly issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the SEC, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP

Exhibit 10.1

Exhibit10.2

Business Loan and Security Agreement

This Business Loan and Security Agreement (as amended, restated, supplemented, or otherwise modified, this “Agreement”), together with all exhibits and other attachments hereto, governs the business loan (the “Loan”) made by Lender to Borrower as of the Effective Date (defined below). Please read this Agreement and keep it for your reference. In this Agreement, the words “Borrower”, “you”, “your” and other words of similar import each mean the Person or Persons, collectively and individually, jointly and severally, identified as “Borrower” on the signature page of this Agreement. Each Person identified on the signature page of this Agreement as a “Guarantor”, and all such Persons, shall be referred to herein individually and collectively (as the context requires) as “Guarantor”. The words “Lender”, “we”, “us”, “our” and other words of similar import each mean            and its successors and assigns. “Person” means an individual, corporation, association, partnership, an estate, a trust and any other entity or organization. Each disbursement of the Loan is an “Advance.”

1.EFFECTIVE DATE. This Agreement begins on the date that corresponds with Lender’s signature on the signature page of the Agreement (the “Effective Date”). Borrower understands and agrees that Lender may postpone, without penalty, the disbursement of amounts to Borrower until all required security interests have attached and been validly perfected and Lender has received all required personal guarantees or other documentation reasonably required by Lender.

2.AUTHORIZATION. Borrower agrees that the Loan made by Lender to Borrower shall be conclusively deemed to have been authorized by Borrower and to have been made pursuant to a duly authorized request on its behalf.

3.LOAN FOR SPECIFIC PURPOSES ONLY. The proceeds of the requested Loan may solely be used for specific commercial purposes, and not for any other purposes. In addition, as set forth and certified and affirmed by Borrower in the Commercial Purpose Affidavit, the Loan will not be used for personal, family or household purposes, and Borrower and Guarantor are forever estopped from taking the position that such Loan (including Advances) are or were used for such personal, family or household purposes. Borrower understands that Borrower’s agreement not to use the Loan proceeds for personal, family or household purposes means that certain important duties imposed upon entities making loans for personal, family or household purposes, and certain important rights conferred upon Persons obtaining such loans, pursuant to federal or state law will not apply to the Loan or the Agreement. Borrower also understands that Lender will be unable to confirm whether Borrower’s use or intended use of the Loan has or will have a commercial or business purpose. Borrower agrees that a breach by Borrower of the provisions of this section will not affect Lender’s right to (i) enforce Borrower’s promise to pay to Lender all amounts owed thereto under this Agreement, regardless of the purpose for which the Loan is in fact obtained or (ii) exercise any right, remedy, privilege, or power set forth in this Agreement or otherwise available to Lender at law or in equity, even if such right, remedy, privilege, or power would not have been available had the Loan been obtained for personal, family or household purposes.

4.DISBURSEMENT OF LOAN PROCEEDS AND MAINTENANCE OF BORROWER’S BANK ACCOUNT. Borrower’s Loan will be disbursed as provided in the Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) attached as Exhibit B attached to this Agreement (the “ACH Authorization Form”). Borrower agrees to maintain Direct Payments (ACH Debits) in the account that was reviewed in conjunction with the underwriting and approval of this Loan (including keeping such account open until the Total Repayment Amount has been indefeasibly repaid in full).

5.PROMISE TO PAY. Borrower agrees to pay Lender the Total Repayment Amount in lawful money of the United States of America constituting legal tender in payment of all debts and dues, public and private, in accordance with the Payment Schedule shown in the table entitled “Your Loan Details” in this Agreement. Borrower authorizes Lender to collect required payments in the manner provided in the ACH Authorization Form and enrolls in Lender’s Automatic Payment Plan (as defined in the ACH Authorization Form). If required by Lender, Borrower further agrees and authorizes Lender or its servicer to collect required payments from a transfer account established pursuant to certain documentation that, upon Borrower’s request therefor, may be provided by Lender.

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6.ALTERNATIVE PAYMENT METHODS. If Borrower knows that for any reason Lender will be unable to process a payment under the Automatic Payment Plan, or if Lender is unable to process a payment under the Automatic Payment Plan, then Borrower must either restore sufficient funds such that the missed payment can be collected as provided in the ACH Authorization Form or promptly mail or deliver a check payable to Lender in the amount of the missed payment or, if offered by Lender in writing, make the missed payment by any pay-by-phone or on-line service that Lender may make available from time to time. If Borrower elects to send payments to Lender by postal mail, then Borrower agrees to send such payments via certified mail, return receipt requested, to PMB 1216, 2795 E. Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121. All alternative payments must be made by check, money order, wire transfer, automatic transfer from an account at an institution offering such service, or other instrument in lawful money of the United States of America constituting legal tender in payment of all debts and dues, public and private. Borrower understands and agrees that payments made at any other address than as specified by Lender may result in a delay in processing and/or crediting. If Borrower makes a payment on Borrower’s Loan by mail, any pay-by-phone or online service, or any means other than the Automatic Payment Plan that Lender makes available while Borrower is enrolled in the Automatic Payment Plan, Lender may treat such payment as an additional payment and continue to process Borrower’s scheduled payments made through the Automatic Payment Plan or may reduce any scheduled payment to be made through the Automatic Payment Plan by the amount of any such payment received through alternative means. Failure by Lender to process a payment under the Automatic Payment Plan does not relieve Borrower from making any such payment, and each payment shall still be due and payable in accordance with the terms of this Agreement, including any additional interest, cost or fees due because of such missed or late payment.

7.APPLICATION OF PAYMENTS. Subject to applicable law, Lender reserves the right to allocate and apply payments received on Borrower’s Loan between principal, interest and fees in any manner Lender chooses in Lender’s sole discretion, it being understood and agreed that any fees and interest may be paid during the earlier portion of the term of the Loan. Lender’s books and records of payments shall be conclusive proof of the same absent manifest error.

8.POSTDATED CHECKS, RESTRICTED ENDORSEMENT CHECKS AND OTHER DISPUTED OR QUALIFIED PAYMENTS. Lender can accept late, postdated or partial payments without losing any of Lender’s rights under this Agreement, it being understood by Borrower that a postdated check is a check dated later than the day it was presented for payment. Lender is under no obligation to hold a postdated check, and Lender reserves the right to process every item presented as if dated the same date that such item was received by Lender or Lender’s check processor. Borrower may not hold Lender liable for depositing any postdated check. Borrower agrees not to send Lender partial payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Agreement, including (without limitation) Lender’s right to full repayment of the Total Repayment Amount. All notices and written communications concerning postdated checks, restricted endorsement checks (including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount) or any other disputed, nonconforming or qualified payments, must be mailed or delivered to PMB 1216, 2795 E. Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121.

9.PREPAYMENT. Borrower may prepay Borrower’s Loan in whole on any Business Day prior to the Maturity Date by paying Lender the sum total of the Total Repayment Amount, any Returned Payment Fees, any Late Fees, and all other due and unpaid Fees, in each case as described in the table entitled “Interest Forgiveness and Other Fees” in this Agreement or otherwise due under this Agreement, less (i) the amount of any Loan payments made prior to such prepayment and (ii) the aggregate amount of unpaid interest remaining on Borrower’s Loan as of such date as determined by Lender’s records in accordance with Section 7. Borrower may prepay Borrower’s Loan in part on any Business Day, and such payment shall be applied against the Total Repayment Amount, any Returned Payment Fees, any Late Fees, and all other due and unpaid Fees, in each case as described in the table in this Agreement entitled “Interest Forgiveness and Other Fees”.

10.SECURITY INTEREST. Borrower and Guarantor hereby grant to Lender a security interest in and to any and all Collateral (as hereinafter defined) to secure the prompt and indefeasible payment and performance in full when due of all debts, liabilities and obligations of Borrower and Guarantor to Lender hereunder, including (without limitation) the Loan and all amounts, fees, and expenses due hereunder and under any and all renewals, extensions or substitutions for this Agreement, and also any and all other debts, liabilities and obligations of Borrower and Guarantor to Lender or any affiliate of Lender of every kind and nature, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, including, without limitation, all indebtedness, interest, leases, debts and liabilities arising under or in connection with any note, guaranty (including the Guaranty, as hereinafter defined), surety agreement, or any other document, agreement, or instrument creating indebtedness, obligations, or liabilities owed by Borrower or Guarantor to Lender or any affiliate of Lender (including principal, interest, late charges, collection costs, attorney fees and the like) (collectively, the “Obligations”). The Collateral shall mean right, title and interest in and to the intellectual property listed on Schedule 1 of the Agreement, and (b) shares of Borrower’s common stock, which will be pledged in accordance with a Pledge and Security Agreement as described in Addendum #1. The security interest is granted pursuant to the terms of the Uniform Commercial Code then in effect in the State of Utah or in any other jurisdiction the application of the laws of which is required thereunder (the “UCC”). The security interest of Borrower and each Secured Guarantor includes all accessions to, substitutions for and replacements, proceeds (including stock rights), insurance proceeds and products of the Collateral, together with all books and records related thereto and any general intangibles (as defined in the UCC) at any time evidencing or relating to any of the foregoing. Lender disclaims any security interest in consumer goods or any portion thereof.

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11.PROTECTING THE SECURITY INTEREST. Borrower and Guarantor agree that Lender or Lender’s Representative may, or upon Lender’s request, Borrower and Guarantor shall, file any financing statement, lien entry form or other document, agreement, or instrument Lender or Lender’s Representative requires in order to perfect, maintain the perfection of, amend, or continue Lender’s security interest in the Collateral, and Borrower and Guarantor agree to cooperate with Lender and Lender’s Representative as may be necessary to accomplish said filing and to do whatever Lender and Lender’s Representative deem necessary to protect Lender’s security interest in the Collateral. Borrower and Guarantor, at its sole expense, shall protect and defend Lender’s first-priority security interest in the Collateral against all claims and demands whatsoever except for Permitted Liens (as hereinafter defined). Borrower and Guarantor each agree that, if Guarantor is a corporate entity, then Lender or Lender’s Representative may file any financing statement, lien entry form or other document against Guarantor or its property that Lender and/or Lender’s Representative requires in order to perfect, amend or continue Lender’s security interest in the Collateral. Guarantor agrees to cooperate with Lender and Lender’s Representative as may be necessary to accomplish said filing and to do whatever Lender or Lender’s Representative deems necessary to protect Lender’s security interest in the Collateral. “Lender’s Representative” means any Person that is or Persons that are designated by Lender to act on its behalf in any authorized capacity.

12.LOCATION OF COLLATERAL; TRANSACTIONS INVOLVING COLLATERAL. Unless Lender has agreed otherwise in writing, Borrower and Guarantor represent, warrant, and covenant, as appliable, that (i) all Collateral (or records of the Collateral in the case of accounts, chattel paper, and general intangibles) shall at all times be located at Borrower’s and Guarantor’s respective address as shown on the first page of this Agreement or, if not shown thereon, then as set forth elsewhere in this Agreement; (ii) except for inventory sold or accounts collected in the ordinary course of Borrower’s or Guarantor’s business, Borrower and Guarantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral or any portion thereof; (iii) no one else has any interest in or claim to or against the Collateral that Borrower or Guarantor has not disclosed to Lender in writing, and that Lender has not approved of in writing, prior to the date hereof; (iv) Borrower and Guarantor shall not, after the date hereof, pledge, collaterally assign, convey in trust, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance or charge, other than the security interest provided for in this Agreement and Permitted Liens; (v) Borrower and Guarantor shall not (a) dissolve, cease operations, liquidate, merge, consolidate or divide with or into any other Person, (b) turn over the management or operation of all or substantially all of its property, assets or business to any other Person, or (c) engage in any business activities substantially different than those in which Borrower or Guarantor is presently engaged; (vi) Borrower and Guarantor shall defend Lender’s rights in the Collateral against the claims and demands of all other Persons, as may be directed by Lender; (vii) Borrower and Guarantor shall make no alterations, additions, subtractions, upgrades or improvements to the Collateral or any portion thereof, provided that any such alterations, additions, subtractions, upgrades or improvements shall automatically become a part of the Collateral whether or not made with Lender’s prior written consent; and (viii) Borrower and Guarantor shall not use or move the Collateral or any portion thereof outside of the United States of America. All proceeds from any unauthorized disposition of the Collateral shall be held in trust for Lender, shall not be commingled with any other funds and shall immediately be delivered to Lender. This requirement, however, does not constitute consent by Lender to any such disposition.

13.TAXES, ASSESSMENTS AND LIENS. Borrower and Guarantor will complete and timely file all necessary federal, state and local tax returns and will pay and perform in full when due all taxes, assessments, levies and liens upon the Collateral that are not in favor of or approved in writing by Lender (such liens that are in favor of or in approved in writing by Lender, collectively, the “Permitted Liens” and each, a “Permitted Lien”) and provide evidence of such payments and performance to Lender upon request, except for liens for taxes or government charges or assessments that are (i) not yet delinquent or (ii) being diligently contested in good faith in accordance with applicable law and the following conditions: (a) such contest has the effect of preventing the collection of the taxes, assessments, or charges so contested and also of preventing the sale or forfeiture of the Collateral or any part thereof or any interest therein, (b) Borrower or Guarantor, as applicable, has notified Lender of Borrower’s or Guarantor’s intent to contest the taxes, assessments, or charges, and (c) Borrower or Guarantor, as applicable, at Lender’s election, either (A) deposits security in form and amount satisfactory to Lender, as determined by Lender in its sole discretion, and increases the amount of such security so deposited promptly after Lender’s request therefor, or (B) maintains adequate reserves for the same on its books in an amount determined by Lender in its reasonable discretion.

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14.INSURANCE. At their sole expense, Borrower and Guarantor at all times shall keep each item of the Collateral insured against all risks of loss or damage for an amount not less than the greater of the full replacement value of such item of Collateral or one hundred percent (100%) of the Loan for across all items of the Collateral, whichever is greater. All insurers shall be reasonably satisfactory to Lender. Borrower and Guarantor shall deliver to Lender satisfactory evidence of such coverage. Proceeds of any insurance covering damage or loss of the Collateral shall be payable to Lender as lender’s loss payee, additional insured, and, as applicable, mortgagee. Borrower and Guarantor automatically appoint Lender as Borrower’s and Guarantor’s attorney-in-fact with full power and authority in the place of Borrower and Guarantor and in the name of Borrower, Guarantor or Lender, upon an Event of Default, to make claim for, receive payment of, and sign and endorse all documents, checks or drafts for loss or damage under any such policy. Each insurance policy will require that the insurer give Lender at least thirty (30) days’ prior written notice of any cancellation of such policy and will provide for lender’s loss payee and additional insured status (or, upon Lender’s approval, otherwise require that Lender’s interests remain insured regardless of any act, error, omission, neglect or misrepresentation of Borrower or Guarantor). The insurance maintained by Borrower and Guarantor shall be primary without any right of contribution or subrogation from insurance which may be maintained by Lender.

15.DAMAGE OR LOSS; REPAIRS AND MAINTENANCE. Borrower and Guarantor bear the entire risk of loss, theft, damage or destruction of Collateral in whole or in part from any reason whatsoever. At their sole expense and until the Obligations have been indefeasibly paid and performed in full, Borrower and Guarantor agree to and shall (i) keep and maintain, and cause others to keep and maintain, the Collateral in good order, repair and condition at all times (normal wear and tear excepted) and (ii) install, use, maintain, store, treat, and operate the Collateral, as applicable, in a careful manner in the normal course of its business and only for the purposes for which it was designed in accordance with applicable industry standards, and (iii) comply with all laws and regulations relating to the Collateral and obtain all permits and licenses necessary to install, use, maintain, store, treat, and operate the Collateral. Borrower and Guarantor further agree to pay in full when due all claims for work done on, or services rendered or material furnished in connection with, the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral, and any such lien or encumbrance shall be immediately discharged.

16.INSPECTION OF COLLATERAL AND PLACE OF BUSINESS; USE OF PHOTOGRAPHS AND TESTIMONIALS. Lender and Lender’s Representative shall have the right during Borrower’s and Guarantor’s normal business hours and at any other reasonable time to examine the Collateral wherever located and the interior and exterior of Borrower’s and Guarantor’s place of business. To the extent that Lender or Lender’s Representative choose to examine Borrower’s or Guarantor’s assets and place of business outside of normal business hours, Lender shall give Borrower or Guarantor reasonable notice, which shall be at least three (3) Business Days, prior to the date of the proposed examination (no such notice shall be required during an Event of Default). Borrower and Guarantor shall cooperate with Lender in making its assets and place of business available for examination. During an examination of Borrower’s or Guarantor’s place of business, Lender may examine, among other things, whether Borrower or Guarantor (i) has a place of business that is separate from any personal residence, (ii) is open for business, (iii) has sufficient inventory to conduct Borrower’s business, and (iv) has one (1) or more credit card terminals if Borrower or Guarantor processes credit card transactions. When performing an examination, Lender may, without any charge, fee, or expense to Borrower, photograph the interior and exterior of Borrower’s place of business, including any signage, and may photograph any individual who has signed this Agreement (each, a “Signatory”) unless such Signatory previously has notified Lender that he or she does not authorize Lender to photograph such Signatory. Lender may obtain testimonials from any Signatory, including testimonials on why Borrower needed the Loan and how the Loan has helped Borrower achieve its commercial or business objectives. Any photograph and testimonial will become and remain the sole property of Lender. Borrower and each Signatory, without any charge, fee, or expense to Borrower, grant Lender the irrevocable and permanent right to display and share any photograph and testimonial in all forms and media, including composite and modified representations, for any business, trade, or commercial purpose, with any Lender client, prospective client, affiliate, principal, employee or agent and with the general public. Lender may, but is not required to, use the name of Borrower and any Signatory as a credit in connection with any photograph and testimonial. Borrower and each Signatory waive the right to inspect or approve versions of any photograph or testimonial or the written copy or other media that may be used in connection with same. Borrower, Guarantor, and each Signatory release Lender from any claims that may arise regarding the use of any photograph or testimonial, including any claims of defamation, invasion of privacy or infringement of moral rights, rights of publicity or copyright. As used in this Section 16, the words “inspect” and “examine” and their derivatives are used interchangeably and synonymously with respect to the Collateral.

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17.LENDER’S EXPENDITURES. If any action or proceeding is commenced that materially affects, or that creates a reasonable expectation that such action or proceeding would materially affect as determined by Lender, Lender’s interest in the Collateral, or if Borrower or Guarantor fails to comply with any provision of this Agreement or any related documents, including but not limited to Borrower’s or Guarantor’s failure to properly grant or perfect Lender’s security interest in the Collateral or to indefeasibly discharge or pay in full when due any amounts Borrower or Guarantor is required to discharge or pay under this Agreement or any related documents, including, without limitation, the Obligations, Lender on Borrower’s or Guarantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. To the extent permitted by applicable law, all such expenses will become a part of the Obligations and, at Lender’s option, will: (i) be payable on demand; (ii) be added to the outstanding balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (iii) be treated as a balloon payment that will be due and payable at the Maturity Date. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.

18.BORROWER’S AND GUARANTOR’S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Borrower and Guarantor, each for itself, represent, warrant, and covenant that: (i) Borrower and Guarantor are in compliance with and will continue to comply with all laws, statutes, regulations and ordinances pertaining to Borrower’s or Guarantor’s ownership, use, and operation of the Collateral and the conduct of Borrower’s or Guarantor’s business, and Borrower and Guarantor promise to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s and Guarantor’s principal place of business and the office where Borrower and Guarantor keep its records concerning its accounts, contract rights and other property, is the address provided for Borrower and Guarantor in this Agreement; (iii) each of Borrower and Guarantor is duly organized, licensed, validly existing, and each of Borrower and Guarantor is and shall hereafter remain duly licensed and in good standing under, if Borrower or Guarantor is an individual, the laws of the state of its domicile, or, if Borrower or Guarantor is a legal entity, the laws of the state of its formation, organization, or incorporation, as applicable, and each of Borrower and Guarantor is duly qualified, licensed and in good standing in every other state in which it is doing business and in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower and Guarantor; (iv) the true and correct legal name of each of Borrower and Guarantor is set forth in this Agreement; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of Borrower; (vi) Borrower and Guarantor shall notify Lender in writing at least thirty (30) days before, and obtain Lender’s written consent prior to, any of the following actions: (a) change in the location of Borrower’s or Guarantor’s principal place of business, (b) change in Borrower’s or Guarantor’s name, (c) change in Borrower’s or Guarantor’s type of organization, (d) change in Borrower’s or Guarantor’s jurisdiction of organization, and (e) change in Borrower’s or Guarantor’s corporate structure or ownership structure; (vii) each of Borrower and Guarantor is and will continue to be (or with respect to after-acquired property, will be when acquired) the legal and beneficial owner of the Collateral; (viii) Lender’s security interest in all the Collateral is or can be perfected by properly filing a UCC financing statement in the applicable office except for the Collateral contained in the deposit accounts listed in Part I of Exhibit C, the vehicles covered by a certificate of title described in Part II of Exhibit C, and such other items of Collateral that cannot be perfected by filing a UCC financing statement as set forth in the UCC; (ix) the execution, delivery and performance of this Agreement, and any other document, agreement, and instrument executed in connection herewith, are within Borrower’s and Guarantor’s powers, have been duly authorized, and are not in contravention of applicable law or the terms of Borrower’s or Guarantor’s governing documents or of any indenture, agreement or undertaking to which Borrower or Guarantor is a party; (x) Borrower shall not make any loan or advance to or any investment in, whether of cash or property, any other Person, nor shall Borrower or Guarantor incur any obligation as surety or guarantor, nor become liable for any other contingent obligations, other than in the ordinary course of business; (xi) all governing or organizational documents and all amendments thereto of Borrower and Guarantor have been duly filed and are in proper order and any capital stock issued by Borrower and Guarantor and outstanding was and is properly issued and all books and records of Borrower and Guarantor are accurate and up to date and will be so maintained; (xii) each of Borrower and Guarantor (a) is subject to no governing document, agreement, or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with all governing documents, all contractual requirements by which it may be bound, and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which Borrower or Guarantor is contesting in good faith, or provisions of any of the foregoing the failure to comply with which cannot create a reasonable expectation of materially adversely affecting Borrower’s or Guarantor’s financial condition, business or prospects or the value of the Collateral; (xiii) there is no action, suit, proceeding or investigation pending or, to Borrower’s or Guarantor’s knowledge, threatened, against or affecting Borrower or Guarantor or any of their assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on Borrower’s or Guarantor’s financial condition, business or prospects or the value of the Collateral; (xiv) all information provided by Borrower and Guarantor as part of the application process for the Loan was true and complete, and Borrower and Guarantor shall notify Lender in writing within thirty (30) days after any such information has changed and whether such change is reasonably expected to have a material adverse effect on Borrower’s or Guarantor’s financial condition, business or prospects or the value of the Collateral; (xv) neither Borrower nor Guarantor intends to file, nor has any notice or reason to believe that another Person intends to file against Borrower or Guarantor, for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within six (6) months after the date hereof, and Borrower and Guarantor shall notify Lender in writing (a) at least ten (10) days before filing for such reorganization or liquidation or (b) immediately if another Person has filed for such reorganization or liquidation against Borrower or Guarantor; and (xvi) neither Borrower nor Guarantor is presently, nor has any reasonable expectation that it will become, insolvent or bankrupt within the meaning of, as applicable, the UCC as well as the Bankruptcy Code (as hereinafter defined).

| Owner / Guarantor Initial: \_\_\_\_\_\_\_ | \_\_\_\_\_\_\_ |\_\_\_\_\_\_\_ |

| --- | | 5 |

19.INTEREST AND FEES. Borrower agrees to pay in full the interest set forth in the table entitled “The Loan Details” in this Agreement.

20.INTEREST AND FEES EXCEEDING APPLICABLE LAW. If applicable law is ever judicially interpreted so as to render usurious or illegal any amount of interest, fees, or expenses called for hereunder, or contracted for, charged, taken, reserved or received with respect to the Obligations, or Lender’s exercise of the option to accelerate the maturity of the Loan, or any prepayment by Borrower results in Borrower having paid or Lender having received any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender be credited on then outstanding Loan Amount and all other Obligations then due hereunder (or, if all Obligations have been or would thereby be paid in full, then refunded to Borrower); provided, however, that Lender shall recover the fullest amount otherwise called for hereunder; provided, however, if the Obligations been paid in full before the Maturity Date, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest, fees, or expenses were received in an amount in excess of the maximum lawful rate, either refund such excess interest, fees, or expenses to Borrower or credit such excess interest, fees, or expenses against any other Obligations or other indebtedness then owing by Borrower or Guarantor to Lender.

21.FINANCIAL INFORMATION AND REEVALUATION OF CREDIT. Borrower and Guarantor authorize Lender to obtain business and personal credit bureau reports in Borrower’s and Guarantor’s name, respectively, at any time and from time to time for purposes of deciding whether to approve the requested Loan or for any update, renewal, extension of credit or other lawful purpose. Upon Borrower’s or Guarantor’s request, Lender will advise Borrower or Guarantor if Lender obtained a credit report, and Lender will give Borrower or Guarantor the credit bureau’s name and address. Borrower and Guarantor agree to submit current financial information, a new credit application, or both, in Borrower’s name and in the name of Guarantor, respectively, at any time promptly upon Lender’s request. Borrower authorizes Lender to act as Borrower’s agent for purposes of accessing and retrieving transaction history information regarding Borrower from Borrower’s designated merchant processor(s). Lender may report Lender’s credit experiences with Borrower and Guarantor of Borrower’s Loan to third parties as permitted by law, including with respect to any natural-Person Guarantor to consumer credit reporting agencies. Borrower and Guarantor also agree that Lender may release information to comply with governmental reporting or legal process that Lender believes may be required, whether or not such is in fact required, or when necessary or helpful in completing a transaction, or when investigating a loss or potential loss. Borrower and Guarantor are hereby notified that a negative credit report reflecting on Borrower’s or Guarantor’s credit record may be submitted to a credit reporting agency (including with respect to Guarantor to consumer credit reporting agencies) if Borrower or Guarantor fails to fulfill the terms of their respective credit obligations hereunder. Guarantor acknowledges that any credit reporting on the Loan shall be at the sole discretion of Lender (subject to applicable law) and that Lender has the right to report the Loan to Guarantor’s personal credit file should Guarantor not pay any Obligation pursuant to the guaranty set forth in this Agreement.

22.ATTORNEYS’ FEES AND COLLECTION COSTS. To the extent not prohibited by applicable law, Borrower shall pay to Lender on demand any and all expenses, including, but not limited to, collection costs, all attorneys’ fees and expenses, and all other expenses of like or unlike nature which may be expended by Lender to obtain or enforce payment of Obligations either as against Borrower or Guarantor or surety of Borrower, including, without limitation, Guarantor, or in the prosecution or defense of any action or concerning any matter arising out of or connected with the subject matter of this Agreement, the Obligations or the Collateral or any of Lender’s rights or interests therein or thereto, including, without limiting the generality of the foregoing, any counsel fees or expenses incurred in connection with any amendment, restatement, supplement, or modification hereof or in any bankruptcy or insolvency proceedings and all costs and expenses (including search fees) incurred or paid by Lender in connection with the administration, supervision, protection or realization on any security held by Lender for the Obligations, whether such security was granted by Borrower, Guarantor, or any other Person primarily or secondarily liable (with or without recourse) with respect to the Obligations, and all costs and expenses incurred by Lender in connection with the defense, settlement or satisfaction of any action, claim or demand asserted against Lender in connection therewith, which amounts shall be considered advances to protect Lender’s security, and shall be secured hereby. To the extent permitted by applicable law, all such expenses will become a part of the Obligations and, at Lender’s option, will: (i) be payable on demand; (ii) be added to the balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (iii) be treated as a balloon payment that will be due and payable at the Loan’s maturity. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.

23.BORROWER’S REPORTS. Promptly upon Lender’s written request, Borrower and Guarantor agree to provide Lender with such information about the financial condition and operations of Borrower or Guarantor as Lender may, from time to time, reasonably request. Borrower also agrees promptly upon becoming aware of any Event of Default, or the occurrence or existence of any event or circumstance which, with the passage of time or the giving of notice or both, would constitute an Event of Default hereunder, to promptly provide notice thereof to Lender in writing.

24.TELEPHONE COMMUNICATIONS. Borrower and Guarantor hereby expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, SMS messages (including text messages), and other forms of electronic communication from Lender, its affiliates, marketing partners, agents and other Persons calling at Lender’s request or on its behalf, at any telephone numbers that Borrower and Guarantor have provided or may provide in the future or that are otherwise in Lender’s or such other Persons’ possession (including any cellular or mobile telephone numbers). Borrower and Guarantor agree that such communications may be initiated using an automated telephone dialing system.

25.INDEMNIFICATION. Borrower and Guarantor assume all risk and liability for, and shall defend, indemnify and keep Lender harmless on an after-tax basis from, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable attorney fees and expenses, of whatsoever kind and nature imposed on, incurred by or asserted against Lender, in any way relating to or arising out of the manufacture, purchase, acceptance, rejection, ownership, possession, use, selection, delivery, storage, operation, condition, sale, return or other disposition of the Collateral or any part thereof (including, without limitation, any claim for latent or other defects, whether or not discoverable by Borrower, Guarantor, or any other Person, any claim for negligence, tort or strict liability, any claim under any environmental protection or hazardous waste law, and any claim for patent, trademark or copyright infringement), or relating to or arising out of Lender’s security interest in the Collateral or the priority or perfection of such security interest, enforcing the Obligations, or in the prosecution or defense of any action or proceeding concerning any matter arising out of or in connection with this Agreement or any other document, agreement, or instrument between Borrower and Lender. Neither Borrower nor Guarantor shall be obligated to indemnify Lender under this Section for loss or liability caused directly and solely by the gross negligence or willful misconduct of Lender, as determined by a court of competent jurisdiction. In this Section 25, “Lender” also includes any of Lender’s Representatives and any director, officer, employee, agent, successor or assign of Lender. Borrower’s and Guarantor’s obligations under this Section 25 shall survive the expiration, cancellation or termination of this Agreement.

| Owner / Guarantor Initial: \_\_\_\_\_\_\_ | \_\_\_\_\_\_\_ |\_\_\_\_\_\_\_ |

| --- | | 6 |

26.MERGERS, CONSOLIDATIONS OR SALES. N/A

27.ORGANIZATIONAL IDENTIFICATION NUMBERS. If Borrower does not have an organizational identification number and later obtains one, Borrower shall promptly notify Lender of such taxpayer identification number.

28.DEFAULT. The occurrence of any one or more of the following events (each, an “Event of Default”) shall constitute, without notice or demand, a default and an Event of Default under this Agreement and all other documents, agreements, instruments, and papers between Lender and Borrower and instruments and papers given Lender by Borrower, whether such documents, agreements, instruments, or papers now exist or hereafter arise: (i) Lender is unable to collect any payment through the Automatic Payment Plan on two consecutive due dates due, or Borrower fails to timely pay any Obligations on two consecutive dates due; (ii) Borrower or Guarantor, as applicable, fails to fully comply with or promptly, punctually and faithfully perform or observe any term, covenant, condition, agreement, or promise within this Agreement (a) for any period of time, with respect to every section herein except for Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 25, and 46 and (b) within fifteen (15) days after the earlier of Borrower’s knowledge of such failure or the date Lender notifies Borrower of such failure, with respect to every other term, covenant, condition, agreement, or promise in this Agreement; (iii) any representation or warranty heretofore, now or hereafter made by Borrower or Guarantor to Lender herein or in any other document, instrument, agreement, application or paper proves to have been untrue or misleading when given in any material respect (except for representations or warranties qualified by materiality, then in any respect), as determined by Lender in its sole discretion; (iv) the occurrence of any event or circumstance creating a reasonable expectation that: (a) any obligation or indebtedness of Borrower to a creditor or lender other than Lender (including a landlord or lessor) could be accelerated, or (b) a creditor or lender other than Lender (including a landlord or lessor) has reason to enforce its security interest in or foreclose or collect upon the Collateral, notwithstanding that such acceleration or enforcement, foreclosure, or collection has not taken place; (v) the occurrence of any event or circumstance that would cause a lien creditor, as that term is defined in Chapter 9a-102 of the UCC (other than Lender), to take priority over Lender’s security interest in the Collateral securing the Loan or any other Obligation; (vi) a filing against or relating to Borrower or Guarantor (unless consented to in writing by Lender) of (a) a federal tax lien in favor of the United States of America or any political subdivision of the United States of America, or (b) a state tax lien in favor of any state of the United States of America or any political subdivision of any such state; (vii) the occurrence of any event of default or event or circumstances that would, with the passage of time or the giving of notice or both, give rise to an event of default under any other document, agreement, or instrument between Lender and Borrower or instrument or paper given Lender by Borrower, whether such document, agreement, instrument, or paper now exists or hereafter arises (notwithstanding that Lender may not have exercised its rights upon default under any such other document, agreement, instrument or paper); (viii) any act by, against, or relating to Borrower or Guarantor, or either of their property or assets, which act constitutes the application for, consent to, or sufferance of the appointment of a receiver, trustee or other person, pursuant to court action or otherwise, over all, or any part of Borrower’s or Guarantor’s property; (ix) the granting of any deed of trust, mortgage, or execution of an assignment for the benefit of the creditors of Borrower or Guarantor, or the occurrence of any other voluntary or involuntary liquidation for Borrower or Guarantor or extension of debt agreement for Borrower; (x) Borrower or Guarantor becomes insolvent or bankrupt, or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for, institutes or consents to the appointment of a receiver, trustee or similar official for it or any substantial part of its property or any such official is appointed without its consent, or applies for, institutes or consents to any bankruptcy, insolvency, reorganization, debt moratorium, liquidation or similar proceeding relating to it or any substantial part of its property under the laws of any jurisdiction or any such proceeding is instituted against it without stay or dismissal for more than sixty (60) days, or it commences any act amounting to a business failure or a winding up of its affairs, or it ceases to do business as a going concern; (xi) Borrower or Guarantor fails to pay any final judgment for the payment of money in an amount equal to or in excess of $25,000.00 unless and to the extent such is being appealed and Borrower or Guarantor, as applicable, has set aside adequate reserves as required by Lender; (xii) any levy or execution upon, or judicial seizure of, any portion of any item of Collateral, or any part or portion of the Collateral is seized or taken by a governmental body; (xiii) the filing of any complaint, application or petition by or against Borrower or Guarantor initiating any matter in which Borrower or Guarantor is or may be granted any relief from the debts of Borrower or Guarantor, as applicable, pursuant to the Bankruptcy Code or any other insolvency statute or procedure; (xiv) the calling or sufferance of a meeting of creditors of Borrower or Guarantor; (xv) the meeting by Borrower or Guarantor with a formal or informal creditor’s committee; (xvi) the offering by or entering into by Borrower or Guarantor of any composition, extension or any other arrangement seeking relief or extension for the debts of Borrower or Guarantor, or the initiation of any other judicial or non-judicial proceeding or agreement by, against or including Borrower or Guarantor that seeks or intends to accomplish a reorganization or arrangement with creditors; (xvii) the institution of any legal action or proceedings to enforce any Lien upon any portion of the Collateral that is not dismissed within fifteen (15) days after Borrower or Guarantor becomes aware thereof; (xviii) the occurrence of any event or circumstance with respect to Borrower or Guarantor such that Lender shall believe in good faith that the prospect of payment of all or any part of the Obligations or the performance by Borrower or Guarantor under this Agreement or any other document, agreement, or instrument between Lender and Borrower is impaired or there shall occur any material adverse change in the business or financial condition of Borrower or Guarantor (such event specifically includes, but is not limited to, taking additional financing from a credit card advance, cash advance company or an additional working capital loan without the prior written consent of Lender); (xix) the entry of any court order that enjoins, restrains or in any way prevents Borrower from conducting all or any part of its business affairs in the ordinary course of business; (xx) the occurrence of any uninsured loss, theft, damage or destruction to any Collateral that, individually or in the aggregate, has a fair market value in excess of $10,000.00, as determined by Lender in its reasonable discretion; (xxi) any act by, against, or relating to Borrower or Guarantor or either of their assets pursuant to which any creditor of Borrower or Guarantor seeks to reclaim or repossess or reclaims or repossesses all or a portion of Borrower’s or Guarantor’s assets; (xxii) the termination of existence, dissolution or liquidation of Borrower or Guarantor or the ceasing to carry on actively any substantial part of Borrower’s or Guarantor’s current business; (xxiii) this Agreement shall, at any time after its execution and delivery and for any reason, cease to be in full force and effect or shall be declared null and void, or the validity or enforceability hereof shall be contested by Borrower or Guarantor denies it has any further liability, indebtedness, or obligation hereunder prior to such time that the Obligations are indefeasibly paid and performed in full; (xxiv) Guarantor or any other Person signing a guaranty or support agreement in favor of Lender shall repudiate, purport to revoke or fail to perform its, his, or her obligations under such guaranty or support agreement in favor of Lender, or any non-natural Person Guarantor shall cease to exist; (xxv) any material change occurs in Borrower’s ownership or organizational structure (acknowledging that any change in ownership will be deemed material when ownership is closely held); (xxvi) if Borrower is: (a) a sole proprietorship, the owner dies, (b) a trust, a trustor dies, (c) a partnership, any general or managing partner dies, (d) a corporation, any principal officer or 10% or greater shareholder dies, (e) a limited liability company, any manager or managing member dies, (f) any other form of business entity, any person(s) directly or indirectly controlling 10% or more of the ownership interests of such entity dies, unless Borrower or Guarantor provide a replacement for any such decedent who is satisfactory to Lender, in Lender’s sole discretion, within thirty (30) days after the date on which such Person died, provided,however, that Borrower and Guarantor shall not have such thirty (30)-day period if such death has had or is reasonably expected to have a material adverse effect on Borrower’s business, financial condition, results of operations, or prospects.

| Owner / Guarantor Initial: \_\_\_\_\_\_\_ | \_\_\_\_\_\_\_ |\_\_\_\_\_\_\_ |

| --- | | 7 |

29.RIGHTS AND REMEDIES UPON DEFAULT. Subject to applicable law, if an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one or more of the following rights and remedies:

A.	Refrain from Disbursing Loan Proceeds: Lender may refrain from disbursing Borrower’s<br> Loan proceeds to Borrower’s Designated Checking Account.
B.	Debit Amounts Due From Borrower’s Designated Checking Account: Lender may debit through<br> the Automatic Payment Plan from Borrower’s Designated Checking Account (as defined<br> in the ACH Authorization Form) all payments that Lender was unable to collect and/or the<br> amount of any other Obligations that Borrower failed to pay.
C.	Accelerate Indebtedness: Lender may declare the entire Obligations immediately due and payable,<br> without notice to or consent from Borrower of any kind.
D.	Assemble Collateral: Lender may require Borrower and/or Guarantor to deliver to Lender all<br> or any portion of the Collateral and any and all certificates of title and other documents<br> relating to the Collateral. Lender may require Borrower and/or Guarantor to assemble the<br> Collateral and make it available to Lender at a place to be designated by Lender. Lender<br> also shall have full power to enter upon the property of Borrower and/or Guarantor to take<br> possession of and remove the Collateral, all in accordance with applicable law, including<br> (without limitation) the UCC. If the Collateral contains other goods not covered by this<br> Agreement at the time of repossession, Borrower and Guarantor agree Lender may take such<br> other goods, provided that Lender makes reasonable efforts to return them to Borrower and<br> Guarantor after repossession.
E.	Sell the Collateral: Lender shall have full power to sell, lease, transfer, or otherwise<br> deal with the Collateral or proceeds thereof in Lender’s own name or that of Borrower<br> or Guarantor. Lender may sell the Collateral at public auction or private sale. Unless the<br> Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized<br> market, Lender will give Borrower, Guarantor and other Persons as required by law, reasonable<br> notice of the time and place of any public sale, or the time after which any private sale<br> or any other disposition of the Collateral is to be made. Lender, Borrower, and Guarantor<br> agree that ten (10) calendar days’ prior notice is reasonable notice. However, no notice<br> need be provided to any Person who, after an Event of Default occurs, enters into and authenticates<br> an agreement waiving that Person’s right to notification of sale. All expenses relating<br> to the disposition of the Collateral, including without limitation the expenses of retaking,<br> holding, insuring, preparing for sale and selling the Collateral, shall become a part of<br> the Obligations secured by this Agreement. To the extent permitted by applicable law, all<br> such expenses will become a part of the Obligations and, at Lender’s option, will:<br> (i) be payable on demand; (ii) be added to the balance of the Loan and be apportioned among<br> and be payable with any installment payments to become due during either (a) the term of<br> any applicable insurance policy or (b) the remaining term of the Loan; or (iii) be treated<br> as a balloon payment that will be due and payable at the Loan’s maturity.
F.	Appoint Receiver: Lender shall have the right to have a receiver appointed to take possession<br> of all or any part of the Collateral, with the power to protect and preserve the Collateral,<br> to operate the Collateral preceding foreclosure or sale, and to collect the rents from the<br> Collateral and apply the proceeds, over and above the cost of the receivership, against the<br> Obligations. The receiver may serve without bond if permitted by law. Lender’s right<br> to the appointment of a receiver shall exist whether or not the apparent value of the Collateral<br> exceeds the Obligations by a substantial amount. Employment by Lender shall not disqualify<br> a Person from serving as a receiver.
G.	Collect Revenues, Apply Accounts: Lender, either itself or through a receiver, may collect<br> the payments, rents, income, and revenues from the Collateral. Lender may at any time in<br> Lender’s discretion transfer any Collateral into Lender’s own name or that of<br> Lender’s nominee and receive the payments, rents, income and revenues therefrom and<br> hold the same as security for the Obligations or apply it to payment of the Obligations in<br> such order of preference as Lender may determine. Insofar as the Collateral consists of accounts,<br> general intangibles, insurance policies, instruments, chattel paper, choses in action, or<br> similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue<br> for, foreclose or realize on the Collateral as Lender may determine, whether or not any amount<br> included within the Obligations is then due, as permitted by law. For these purposes, Lender<br> may, on behalf of and in the name of Borrower and Guarantor, receive, open and dispose of<br> mail addressed to Borrower or Guarantor; change any address to which mail and payments are<br> to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments<br> and items pertaining to payment, shipment or storage of any Collateral. To facilitate collections,<br> Lender may notify account debtors and obligors on any Collateral to make payments directly<br> to Lender.

| Owner / Guarantor Initial: \_\_\_\_\_\_\_ | \_\_\_\_\_\_\_ |\_\_\_\_\_\_\_ |

| --- | | 8 | | H. | Obtain Deficiency: If Lender chooses to sell any or all of the Collateral, Lender may obtain<br> a judgment against Borrower and/or Guarantor for any deficiency remaining on the Obligations<br> due to Lender after application of all amounts received from the exercise of the rights provided<br> in this Agreement. Borrower and Guarantor shall be liable for a deficiency even if the transaction<br> described in this subsection is a sale of accounts or chattel paper. | | --- | --- | | I. | Confession of Judgment: Notwithstanding any other provision set forth in this Agreement, Lender<br> may fill out and file a confession of judgment against Borrower substantially in form and<br> substance attached hereto as Exhibit D (the “Confession of Judgment Form”). Borrower hereby agrees, and shall not make any claim to the contrary, that<br> this remedy is permitted pursuant to applicable laws of the State of Utah. | | J. | Other Rights and Remedies: Lender shall have all the rights and remedies of a secured creditor<br> under the provisions of the UCC. In addition, Lender shall have and may exercise any or all<br> other rights and remedies it may have available at law, in equity or otherwise. | | K. | Election of Remedies: Except as may be prohibited by applicable law, all of Lender’s<br> rights and remedies, whether evidenced by this Agreement, any related documents, agreements,<br> or instruments, or by any other writing, shall be cumulative and may be exercised singularly<br> or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any<br> other remedy, and an election to make expenditures or to take action to perform an obligation<br> of Borrower under the Agreement, after Borrower’s failure to perform, shall not affect<br> Lender’s right to declare a default and exercise its remedies. |

30.CONSENT TO JURISDICTION AND VENUE. Borrower, Guarantor and Lender agree that any action or proceeding to enforce or arising out of this Agreement may be brought in the Third Judicial District Court, State of Utah or in the federal United States District Court for the District of Utah, and Borrower and Guarantor waive personal service of process. Borrower, Guarantor and Lender agree that venue is proper in such courts.

31.JURY TRIAL WAIVER. To the extent not prohibited by applicable law, Borrower, Guarantor, and Lender waive their right to a trial by jury of any claim or cause of action based upon, arising out of or related to this Agreement and all other documentation evidencing the Obligations, in any legal action or proceeding. Any such claim or cause of action shall be tried by court sitting without a jury.

32.NO WAIVER BY LENDER. No delay or omission on the part of Lender in exercising any rights, remedies, privileges, or powers under this Agreement, any related document, agreement, or instrument, or applicable law shall be, or be construed or operate as, a waiver of such right, remedy, privilege, or power or any other right, remedy, privilege, or power. Waiver of any right, remedy, privilege, or power on any one occasion shall not be construed as a waiver of the same or any other right, remedy, privilege, or power on any future or other occasion. All Lender’s rights and remedies, whether evidenced hereby or by any other document, agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.

33.ASSIGNMENT. This Agreement shall be serviced by Lender through affiliated entity Funders App LLC. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto; provided, however, neither Borrower nor Guarantor may assign this Agreement or any rights or duties hereunder without Lender’s prior written consent and any assignment attempted to be made without such consent shall be absolutely null and void. No consent to an assignment by Lender shall release Borrower nor Guarantor from their Obligations. Lender may assign this Agreement and its rights and duties hereunder and no consent or approval by Borrower or Guarantor is required in connection with any such assignment. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits hereunder. In connection with any assignment or participation, Lender may disclose all documents and information that Lender now or hereafter may have relating to Borrower or Guarantor. To the extent that Lender assigns its rights and obligations hereunder to another party, Lender thereupon shall be released from such assigned obligations and such assignment shall affect a novation between Borrower and Guarantor and such other party. Lender, in its capacity as servicer, or a successor servicer (if any), shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain at one of its offices in the United States a copy of each assignment agreement delivered to it with respect to this Loan and a register for the recordation of the name of each assignee of this Loan, and principal and interest amount of this Loan owing to, such assignee pursuant to the terms hereof. The entries in such register shall be conclusive, and Borrower, Guarantor, Lender and each such assignee may treat each Person whose name is recorded therein pursuant to the terms hereof as a “Lender” hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The register maintained for this Loan shall be available for inspection by Borrower and any such assignee of this Loan, at any reasonable time upon reasonable prior notice to Lender, in its capacity as servicer, or the applicable successor servicer (if any). This Section 33 shall be construed so that this Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related Treasury regulations (or any other relevant or successor provisions of the Internal Revenue Code or of such Treasury regulations).

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34.INTERPRETATION. Paragraph and section headings used in this Agreement are for convenience only, and shall not affect the construction of this Agreement. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties hereto and, unless otherwise set forth herein, shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

35.SEVERABILITY. If one or more provisions of this Agreement or the application thereof is determined invalid, illegal or unenforceable in any respect in any jurisdiction, the same shall not invalidate or render illegal or unenforceable such provision or its application in any other jurisdiction nor any other provision of this Agreement or its application in any jurisdiction.

36.NOTICES. Except as otherwise provided in this Agreement, all communications, requests, and notices (individually and collectively referred to in this Section 36 as “notice”) required by or permitted under this Agreement must be in writing. Notice will be deemed given, and service of summons and complaint or other required legal documents will be deemed served: (i) when deposited, if sent in U.S. first-class mail, postage prepaid; (ii) when delivered, if delivered in person; (iii) when sent, if sent by registered mail, certified mail, by nationally recognized overnight courier, or electronic mail. Notice delivered hereunder to Borrower and Guarantor shall be sent to Borrower’s or Guarantor’s address or electronic mail address listed on the Signature Page of this Agreement that corresponds with such Person’s signature, or to any other address as updated by Borrower or Guarantor, as applicable, in writing in accordance with this Section 36. Notice to Lender shall be sent to: PMB 1216, 2795 E. Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121. Lender, Borrower, and Guarantor irrevocably consent to service of process in the manner provided above, which may differ from any manner expressly required or permitted by the Utah Rules of Civil Procedure. Borrower, Guarantor, and Lender agree that any service of any action made in accordance with Utah Rules of Civil Procedure shall also be effective as to the delivery of such service notwithstanding this Section 36. It shall be sufficient for Lender’s counsel to file affirmation of service attesting to service in accordance with this Section.

37.RECORDKEEPING AND AUDIT REQUIREMENTS. Lender shall have no obligation to maintain any electronic records or any documents, schedules, invoices or any other paper delivered to Lender by Borrower or Guarantor in connection with this Agreement or any other document, agreement, or instrument other than as required by law. Borrower and Guarantor shall at all times keep accurate and complete records of Borrower’s financial statements and accounts and the Collateral. At Lender’s request, Borrower shall deliver to Lender: (i) current, complete, and accurate financial statements and schedules of accounts and general intangibles; and (ii) such other information regarding the Collateral as Lender may request. Lender, or any of Lender’s Representatives, shall have the right to call any telephone numbers that Borrower has provided or may provide in the future or otherwise in Lender’s possession (including any cellular or mobile telephone numbers) at intervals to be determined by Lender, and without hindrance or delay, to inspect, audit, check, and make extracts from any copies of the books, records, journals, orders, receipts, correspondence that relate to Borrower’s financial statements and accounts and Collateral or other transactions between the parties thereto and the general financial condition of Borrower, and Lender may remove any of such records temporarily for the purpose of having copies made thereof. If Borrower was referred to Lender for this Loan by a third party (the “Referring Party”), then Borrower consents to Lender sharing certain reasonable information about Borrower with the Referring Party for purposes of the Referring Party verifying and/or auditing loans made through such Referring Party’s referrals.

38.GOVERNING LAW. This Agreement and any claim, dispute or controversy (whether in contract, tort, or otherwise) at any time arising from or relating to this Agreement is governed by, and this Agreement will be construed in accordance with, applicable federal law and (to the extent not preempted by federal law) Utah law without regard to internal principles of conflict of laws. The legality, enforceability and interpretation of this Agreement and the amounts contracted for, charged and reserved under this Agreement will be governed by such laws.

| Owner / Guarantor Initial: \_\_\_\_\_\_\_ | \_\_\_\_\_\_\_ |\_\_\_\_\_\_\_ |

| --- | | 10 |

39.WAIVER OF NOTICES AND OTHER TERMS. Except for any notices provided for in this Agreement, Borrower, Guarantor, and any other Person who has obligations pursuant to this Agreement, to the extent not prohibited by applicable law, hereby waive demand, notice of nonpayment, notice of intention to accelerate, notice of acceleration, presentment, protest, notice of dishonor and notice of protest. To the fullest extent permitted by applicable law, Borrower, Guarantor, and any other Person who has obligations pursuant to this Agreement also agrees: Lender is not required to file suit, show diligence in or evidence of enforcement or collection against Borrower, Guarantor, or any other Person who has obligations pursuant to this Agreement, or proceed against any Collateral; Lender may, but shall not be obligated to, substitute, exchange or release any Collateral; Lender may release any Collateral, or fail to realize upon or perfect Lender’s security interest in any Collateral; Lender may, but shall not be obligated to, sue one or more Persons without joining or suing others; and Lender may modify, renew, or extend this Agreement (repeatedly and for any length of time) without notice to or approval by any Person who has obligations pursuant to this Agreement (other than the party with whom the modification, renewal or extension is made), all, in each case of the foregoing, without impairing or losing Lender’s security interest in the Collateral and without impairing, losing, forfeiting, or waiving any of Lender’s other rights, remedies, privileges, or powers under this Agreement, under any other document, agreement, or instrument between Lender and Borrower or Guarantor, at law or in equity, or otherwise.

40.MONITORING, RECORDING AND ELECTRONIC COMMUNICATIONS. In order to ensure a high quality of service for Lender’s customers, Lender may monitor and record telephone calls between Borrower or Guarantor, on the one hand, and Lender’s employees or agents, on the other hand. Borrower and Guarantor acknowledge that Lender may do so and agree in advance to any such monitoring or recording of telephone calls. Borrower and Guarantor also agree that Lender may communicate with Borrower and Guarantor electronically by e-mail.

41.CONFIDENTIALITY. Neither Borrower nor Guarantor shall make, publish or otherwise disseminate in any manner a copy of this Agreement or any public statement or description of the terms of this Agreement, except to its employees, advisors and similar Persons who have a legitimate need to know its contents.

42.ENTIRE AGREEMENT. Any application Borrower signed or otherwise submitted in connection with the Loan and all exhibits and other attachments to this Agreement, any other documents, agreements, and instruments required by Lender now or in the future in connection with this Agreement and Borrower’s Loan are hereby incorporated into and made a part of this Agreement. This Agreement is the entire agreement of Borrower, Guarantor, and Lender with respect to the subject matter hereof and supersedes any prior written or verbal communications or instruments relating thereto.

43.COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which counterparts shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. For purposes of the execution of this Agreement, signatures delivered by electronic or fax transmission shall be treated in all respects as original signatures.

44.CUSTOMER SERVICE CONTACT INFORMATION. If you have questions or comments about your Loan, you may contact us by (i) e-mail at office@funderswest.com or (ii) mail sent to PMB 1216, 2795 E. Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121.

45.GRANT OF LICENSE TO USE LENDER’S WEBSITES. Subject to Borrower’s compliance with this Agreement and any terms of use policy with respect to Lender’s website(s), Lender grants Borrower a nonexclusive, revocable, non-transferable, non-sublicensable, limited right and royalty-free license to use such website(s), effective solely during the term of the Loan and so long as an Event of Default has not occurred. The license granted to Borrower hereunder is personal, and no rights thereof may be transferred by Borrower to any Person without the express written approval of Lender. Lender may terminate the license granted hereunder without notice at any time after an Event of Default has occurred.

46.GUARANTY. Corporate Guarantor, jointly and severally (if more than one), absolutely and unconditionally guarantee the indefeasible, full, and prompt payment to Lender, including its successors and assignees, of (i) any and all Obligations incurred by Borrower pursuant to this Agreement, (ii) the full and prompt payment and performance when due of any and all additional obligations of Borrower to Lender under this Agreement, together with any replacements, supplements, renewals, modifications, consolidations, restatements and extensions thereof, and (iii) the full and prompt payment and performance of any and all other obligations of Borrower to Lender under any other agreements, documents or instruments now or hereafter evidencing, securing or otherwise relating to the Obligations (this “Guaranty”). Guaranty is a guarantee of payment and not of collection. Guarantor further agrees to repay the Obligations on demand, without requiring Lender first to enforce or collect or exercise any rights, remedies, privileges, or powers against Borrower. This is a guarantee of payment and performance, and not of collection. This is an absolute, unconditional, primary, and continuing obligation and will remain in full force and effect until all of the Obligations have been indefeasibly paid in full and Lender has terminated this Guaranty. This Guaranty shall be construed in accordance with the laws of the State of Utah, and shall inure to the benefit of Lender and its successors and assigns. To the extent not prohibited by applicable law, Guarantor waives its right to a trial by jury of any claim or cause of action based upon, arising out of or related to this Guaranty, this Agreement and all other documentation evidencing the Obligations, in any legal action or proceeding. Any such claim or cause of action shall be tried by court sitting without a jury. For each Guarantor that resides in a community property state, including, without limitation Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin, or as otherwise requested by Lender, the spouse of such Guarantor shall execute, at any time upon demand, and agree to a Spousal Consent to Loan form. So long as any of the Obligations hereby guaranteed remain indefeasibly unpaid or undischarged (other than indemnification obligations which by their terms survive the indefeasible payment of the Obligations and the release of any Collateral) or Lender has any obligation to make the Loan, (i) Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Lender) or by any means or on any other ground, claim any set off or counterclaim against Borrower in respect of any liability of Guarantor to Borrower, or (ii) in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Lender in respect of any payment hereunder, or be entitled to have the benefit of, any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations which, now or hereafter, Lender may hold or in which it may have any share. Guarantor hereby expressly waives any right of contribution or reimbursement from or indemnity against Borrower or any other guarantor, whether at law or in equity, arising from any payments made by Guarantor, and Guarantor acknowledges that Guarantor has no right whatsoever to proceed against Borrower or any other guarantor for reimbursement of any such payments for so long as any of the Obligations remain indefeasibly unpaid or undischarged (other than indemnification obligations which by their terms survive the indefeasible payment of the Obligations and the release of any Collateral).

| Owner / Guarantor Initial: \_\_\_\_\_\_\_ | \_\_\_\_\_\_\_ |\_\_\_\_\_\_\_ |

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47.TRANSFERS TO TRUSTS. Neither Borrower nor Guarantor shall transfer any assets into a trust, including any actual or purported spendthrift trust, asset protection trust or any other trust intended by its terms or purpose (or having the effect) to protect assets from creditors or to limit the rights of existing or future creditors, without the prior written consent of Lender, and any such transfer (i) shall constitute an Event of Default under this Agreement, (ii) shall have the effect of, and shall be deemed as a matter of law, regardless of that settlor’s solvency, of having been made by that settlor with the actual intent of hindering and delaying and defrauding Lender as that settlor’s creditor, and (iii) shall constitute a fraudulent transfer that is unenforceable and void (not merely voidable) as against Lender.

48.CERTIFICATION AND SIGNATURES. By executing this Agreement or authorizing the applicable Signatory below to execute on its behalf, Borrower and Guarantor independently certify that Borrower and Guarantor have received a copy of this Agreement and that Borrower and Guarantor have read, understood and agreed to be bound by its terms. Each Signatory below certifies that it is signing on behalf of Borrower or Guarantor, as applicable, in the capacity indicated below such Signatory’s (and if Borrower or Guarantor is a sole proprietorship, in the capacity of the owner of such sole proprietorship) and that such Signatory is authorized to execute this Agreement on behalf of or in the stated relation to Borrower or Guarantor.

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49.USA PATRIOT ACT NOTIFICATION. The following notification is provided to Borrower and Guarantor pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for Borrower and Guarantor: When Borrower and Guarantor open an account, if Borrower or Guarantor is an individual, Lender will ask for Borrower’s or Guarantor’s name, taxpayer identification number, residential address, date of birth, and other information that will allow Lender to identify Borrower or Guarantor, and if Borrower or Guarantor is not an individual, Lender will ask for Borrower’s or Guarantor’s name, taxpayer identification number, business address, and other information that will allow Lender to identify Borrower or Guarantor. Lender may also ask, if Borrower or Guarantor is an individual, to see Borrower’s or Guarantor’s driver’s license or other identifying documents, and if Borrower or Guarantor is not an individual, to see Borrower’s or Guarantor’s legal organizational documents or other identifying documents.

[SignaturesBegin on Next Page]

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Exhibit10.3

ADDENDUM #1 TO LOAN AGREEMENT

This Addendum #1 to Loan Agreement (this “Addendum”) is intended to amend and supplement the Business Loan and Security Agreement between the parties (the “Agreement” or “Loan Agreement”), and is incorporated into such Loan Agreement. In the event of any inconsistency between this Addendum and the Loan Agreement, this Addendum shall control.

Notwithstanding anything to in the Loan Agreement to the contrary, the Parties agree as follows:

1. PAYMENT OF PRINCIPAL AND INTEREST. Unless the Loan Agreement is otherwise accelerated, or extended in accordance with the terms and conditions hereof, the entire outstanding principal balance of the Loan Agreement plus all accrued interest shall be due and payable in full on July 14, 2027 (the “Maturity Date”). Notwithstanding anything to the contrary in the Loan Agreement, the Loan Amount shall be payable upon demand of Lender on or after December 15, 2026.

2. BI-WEEKLY PAYMENTS AND BALLOON. Borrower shall make Bi-Weekly payments of $75,000 to Lender. The bi-weekly payments shall begin on July 10, 2025. The outstanding principal amount, together with any additional interest payable in accordance with Section 3, shall be due and payable on the Maturity Date or the date which Lender demands payment on or after December 15, 2025.

3. PAYMENT OF INTEREST. Borrower will pay to Lender interest in the amount of $675,000.00 which is the amount of interest payable through the Maturity Date. On the execution of the Loan Agreement, Borrower will pay to Lender the interest due under the Loan Agreement for the entire two year term (i.e., $675,000.00) by the issuance of 225,000 shares of the Borrower’s shares of common stock, valued for purposes of this issuance at $3.00 per share (the “Interest Shares”). The interest and the Interest Shares will be fully earned on issuance and will not be subject to decrease or offset if the Loan Agreement is repaid prior to the Maturity Date. The Interest Shares will be registered with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “SecuritiesAct”) and will be freely transferable by Lender subject to the Bleed Out (defined herein). Upon receipt of the Interest Shares, Lender may sell the Shares; provided, that Lender will not sell a number of shares more than 20% of the average daily volume of the Borrower’s common stock in any given Trading Day, as reported by the Trading Market (the “Bleed Out”). If, upon sale of all of the Interest Shares, Lender has received aggregate proceeds of less than $675,000.00, Borrower must make up the shortfall in the form of a cash payment at the time the loan is repaid provided, however, Lender did not violate the Bleed Out. “Trading Day” means a day on which the principal Trading Market is open for trading. “Trading Market” means The Nasdaq Stock Market LLC (“Nasdaq”), (or any successors to the foregoing).

4. ISSUANCE OF COLLATERAL SHARES. At the execution of the Loan Agreement, Lender will issue into a reserve account 2,900,000 shares of common stock (the “Collateral Shares” and, together with the Interest Shares, the “Borrower Securities”). The Collateral Shares will be delivered by Borrower and ClearTrust, LLC, the Borrower’s transfer agent (the “TransferAgent”) (i) instruction letter to the Transfer Agent to be delivered by Borrower (the “Instruction Letter”), (ii) the Pledge and Security Agreement to be entered into between Borrower and Lender (the “Pledge Agreement”), and the Escrow Agreement to be entered into among Borrower, Lender and Transfer Agent (the “Escrow Agreement” and, together with the Instruction Letter and the Pledge Agreement, the “Other Transaction Documents”), all of which will be executed and delivered at the execution of the Loan Agreement. The Collateral Shares will be held in a reserve account with the Transfer Agent pursuant to such agreements. The Collateral Shares are intended to provide collateral for the obligations under the Loan Agreement and are deliverable to Borrower on a default of the Loan Agreement.

5. DELIVERABLES. On execution and delivery of this Agreement and prior to funding of the Loan Agreement, Borrower shall deliver or cause to be delivered to Borrower the following (the “Borrower Deliverables”):

5.1.	Interest<br> Shares;
5.2.	Instruction<br> Letter;
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5.3.	Pledge<br> Agreement;
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5.4.	Escrow<br> Agreement;
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5.5.	a<br> legal opinion from Borrower’s legal counsel, in form and substance satisfactory to<br> Lender and its legal counsel, respecting the issuance, delivery and registration of the Borrower<br> Securities, including that the shares are registered under Borrower’s effective registration<br> statement with the Commission (File No. 333-268960) (the “Registration Statement”),<br> which registers the offer and sale of Borrower’s securities; and
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5.6.	Borrower’s<br> supplement to the base prospectus included in the Registration Statement (the “Prospectus”)<br> in respect of the issuance by Borrower of the Interest Shares and the Collateral Shares,<br> complying with Rule 424(b) of the Securities Act that is filed with the Commission (the “Prospectus Supplement”).
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6.	REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower hereby makes the following representations and<br> warranties to Lender:
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6.1.	Authorization;<br> Enforcement. Borrower has the requisite corporate power and authority to enter into and<br> to consummate the transactions contemplated by the Loan Agreement and each of the Other Transaction<br> Documents and otherwise to carry out its obligations hereunder and thereunder. The execution<br> and delivery of the Loan Agreement and each of the Other Transaction Documents by Borrower<br> and the consummation by it of the transactions contemplated hereby and thereby, including<br> the issuance of the Borrower Securities, have been duly authorized by all necessary action<br> on the part of Borrower and no further action is required by Borrower, the Board of Directors<br> or the Borrower’s shareholders in connection herewith or therewith other than in connection<br> with the Required Approvals (defined in Section 6.3). This Agreement and each Other Transaction<br> Document has been (or upon delivery will have been) duly executed by Borrower to the extent<br> required and, when delivered in accordance with the terms hereof and thereof, such agreements<br> will constitute the valid and binding obligations of Borrower enforceable against Borrower<br> in accordance with its respective terms, except (i) as limited by general equitable principles<br> and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general<br> application affecting enforcement of creditors’ rights generally, (ii) as limited by<br> laws relating to the availability of specific performance, injunctive relief or other equitable<br> remedies and (iii) insofar as indemnification and contribution provisions may be limited<br> by applicable law.
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6.2.	No<br> Conflicts. The execution, delivery and performance by the Borrower of this Agreement<br> and the Other Transaction Documents to which it is a party, the issuance of the Borrower<br> Securities and the consummation by Borrower of the transactions contemplated hereby and thereby<br> do not and will not (i) conflict with or violate any provision of Borrower’s or any<br> subsidiary’s certificate or articles of incorporation, bylaws or other organizational<br> or charter documents, or (ii) conflict with, or constitute a default (or an event that with<br> notice or lapse of time or both would become a default) under, result in the creation of<br> any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive<br> right or other restriction (“Lien”) upon any of the properties or assets<br> of the Borrower or any subsidiary, or give to others any rights of termination, amendment,<br> anti-dilution or similar adjustments, acceleration or cancellation (with or without notice,<br> lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing<br> a Borrower or subsidiary debt or otherwise) or other understanding to which the Borrower<br> or any subsidiary is a party or by which any property or asset of the Borrower or any subsidiary<br> is bound or affected, or (iii) subject to the Required Approvals, conflict with or result<br> in a violation of any law, rule, regulation, order, judgment, injunction, decree or other<br> restriction of any court or governmental authority to which the Borrower or a subsidiary<br> is subject (including federal and state securities laws and regulations), or by which any<br> property or asset of the Borrower or a subsidiary is bound or affected; except in the case<br> of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result<br> in a Material Adverse Effect. “Material Adverse Effect” means any of (i)<br> a material adverse effect on the legality, validity or enforceability of the Loan Agreement<br> or any Other Transaction Document, (ii) a material adverse effect on the results of operations,<br> assets, business, prospects or condition (financial or otherwise) of the Borrower or any<br> subsidiary, or (iii) a material adverse effect on Borrower’s ability to perform in<br> any material respect on a timely basis its obligations under the Loan Agreement or any Other<br> Transaction Document.
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6.3.	Filings,<br> Consents and Approvals. Borrower is not required to obtain any consent, waiver, authorization<br> or order of, give any notice to, or make any filing or registration with, any court or other<br> federal, state, local or other governmental authority or other individual or entity in connection<br> with the execution, delivery and performance by Borrower of the Loan Agreement or any Other<br> Transaction Document to which it is a party, other than: (i) notification to the Trading<br> Market of the offering of the Borrower Securities to the extent required by the rules of<br> the Trading Market, (ii) the filing with the Commission of the Prospectus Supplement, (iii)<br> application(s) to the Trading Market for the listing of the Shares for trading thereon in<br> the time and manner required thereby, and (iv) such filings as are required to be made under<br> applicable state securities laws (collectively, the “Required Approvals”).
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6.4.	Listing<br> and Maintenance Requirements. Borrower’s common stock is registered pursuant to<br> Section 12(b) or 12(g) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), and Borrower has taken no action designed to, or which to its knowledge<br> is likely to have the effect of, terminating the registration of the common stock under the<br> Exchange Act nor has Borrower received any notification that the Commission is contemplating<br> terminating such registration.
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6.5.	Issuance<br> of Borrower Securities; Registration. The Borrower Securities have been duly authorized<br> and, when issued in accordance with this Loan Agreement, will be duly and validly issued,<br> fully paid and nonassessable, free and clear of any and all Liens imposed by Borrower and<br> are registered pursuant to the terms of the Registration Statement. Borrower has prepared<br> and filed the Registration Statement in conformity with the requirements of the Securities<br> Act, which became effective on January 3, 2023 (the “Effective Date”),<br> including the Prospectus, and such amendments and supplements thereto as may have been required<br> to the date of this Agreement. Borrower was at the time of the filing of the Registration<br> Statement eligible to use Form S-3. Borrower is eligible to use Form S-3 under the Securities<br> Act and it meets the transaction requirements as set forth in General Instruction I.B1 of<br> Form S-3. The Registration Statement is effective under the Securities Act and no stop order<br> preventing or suspending the effectiveness of the Registration Statement or suspending or<br> preventing the use of the Prospectus has been issued by the Commission and no proceedings<br> for that purpose have been instituted or, to the knowledge of the Borrower, are threatened<br> by the Commission. At the time the Registration Statement and any amendments thereto became<br> effective, at the date of the Loan Agreement, the Registration Statement and any amendments<br> thereto conformed and will conform in all material respects to the requirements of the Securities<br> Act and did not and will not contain any untrue statement of a material fact or omit to state<br> any material fact required to be stated therein or necessary to make the statements therein<br> not misleading; and the Prospectus and any amendments or supplements thereto, including the<br> Prospectus Supplement, at the time the Prospectus or any amendment or supplement thereto<br> was issued and at the Closing Date, conformed and will conform in all material respects to<br> the requirements of the Securities Act and did not and will not contain an untrue statement<br> of a material fact or omit to state a material fact necessary in order to make the statements<br> therein, in the light of the circumstances under which they were made, not misleading.
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IN WITNESS WHEREOF, each of the undersigned has executed, or has caused to be executed, this Addendum as of the date first written above.

NextNRG, Inc.
By:
Name:
Lender:
By:
Name:

Exhibit 10.4

PLEDGE AND SECURITY AGREEMENT

THISPLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of June __, 2025, by NextNRG, Inc., a Delaware corporation having an address of 57 NW 183^rd^ St., Miami, Florida 33169 (the “Debtor”), and _____________ (the “Secured Party”).

WHEREAS, the Secured Party has made a loan to the Debtor in an aggregate unpaid principal amount not exceeding $1,500,000 (the “Loan” or the “Obligation”), pursuant to that certain Business Loan and Security Agreement of even date herewith, between the Debtor and the Secured Party (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”); and

WHEREAS, the Secured Party requires that the Debtor execute and deliver this Agreement and grant the Security Interests (as defined in Section ‎2 below) as a condition to the extension of credit under the Loan Agreement.

NOW THEREFORE, the Debtor and Secured Party agree as follows:

1. Security Interest; Collateral. For value received, the Debtor hereby assigns and grants to the Secured Party, with full recourse to the Debtor, upon and subject to the terms and conditions set forth in this Agreement, a security interest in and to the following described personal property (the “Collateral”):

(a) Debtor’s right, title and interest in and to Debtor’ Assets listed on Exhibit A attached hereto.

(b) the certificates, if any, representing the shares of any securities referred to in clause ‎(a) above and Exhibit A (“Certificates”);

2. The Obligation. The security interests herein granted (the “Security Interests”) shall secure full payment and performance of: (a) all amounts payable under the Loan Agreement; (b) any and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by the Debtor to the Secured Party of any kind or nature, present or future, whether or not evidenced by any Loan Agreement, guaranty or other instrument, whether direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise; and (c) the due and punctual observance and performance of each and every agreement, covenant and condition to be observed or performed on the Debtor’s part under this Agreement, the Loan Agreement and any agreement entered into in connection with the Loan Agreement (which Loan Agreement, and all of which agreements, covenants and conditions under this Agreement, the Loan Agreement and any related agreement (and any amendments, extensions, renewals or increases thereof) are hereinafter referred to together as the “Obligation”).

3. Delivery of Collateral. The Collateral shall be held in reserve account at the Company’s transfer agent Cleartrust, LLC, and upon any event of default under the Loan Agreement the Collateral shall be transferred to the Secured Party by Cleartrust..

4. Priority. The Debtor represents and warrants that the Security Interests are first and prior security interests in and to all of the Collateral, and there are no liens thereon or security interests therein on the date hereof in existence prior to the Debtor’s acquisition of the Collateral.

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5. Title to Collateral and Reserved Limited Liability Company Rights. The Debtor represents and warrants to the Secured Party that (a) the Debtor is the owner or issuer of the Collateral; (b) no dispute, right of offset, counterclaim or defense to the Security Interests exists with respect to all or any part of the Collateral; and (c) the Debtor will defend the Collateral against the claims and demands of all persons other than any subordinate claims or liens acknowledged by the Secured Party. Prior to the transfer of the Collateral pursuant to the exercise of the Secured Party’s remedies under the UCC (as defined in Section 9 below), the Secured Party shall have no rights as an owner of the Collateral, including the right to vote, dispose of or receive any distributions with respect to such Collateral. Following a transfer of the Collateral pursuant to the exercise of Secured Party’s remedies under the UCC, the Secured Party or other transferee will have all the rights of a holder of the Collateral, including as a stockholder of Debtor.

6. Debtor’s Obligations.

(a) At any time and from time to time at the request of the Secured Party, the Debtor shall execute and deliver to the Secured Party any and all UCC-1 Financing Statements and other evidences of the Security Interest that the Secured Party shall determine, in its reasonable judgment, are necessary or desirable to perfect the Security Interest in any one or more jurisdictions.

(b) The Debtor covenants and agrees with the Secured Party that, so long as the Loan Agreement is outstanding, the Debtor shall (i) not permit any material part of the Collateral to be levied upon under any legal process; (ii) not dispose of any of the Collateral without the prior written consent of the Secured Party; (iii) not distribute all or any part of the Debtor’s assets or engage in any other activity to the extent that such distribution or activity would impair the ability of the Debtor to make any payment when due under the Loan Agreement; (iv) comply with all applicable federal, state and local statutes, laws, rules and regulations, the noncompliance with which could have a material and adverse effect on the value of the Collateral; (v) pay all taxes accruing after the date first set forth above that constitute, or may constitute, a lien against the Collateral, prior to the date when penalties or interest would attach to such taxes; provided, that the Debtor may contest any such tax claim if done diligently and in good faith; and (vi) Debtor agrees not to change, replace or terminate the transfer agent as long as the Loan Agreement has not been paid in full and the share have not been issued and delivered to the Secured Party.

7. Event of Default. As used herein, the term “Event of Default” shall include (i) an Event of Default as defined in the Loan Agreement.

8. Remedies. Upon the occurrence and during the continuation of an Event of Default as defined herein, the Secured Party, at its option, may exercise any and all rights and remedies that the Secured Party may then have hereunder or under the Loan Agreement.

9. Application of Proceeds by Secured Party. Any and all proceeds ever received by the Secured Party from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy pursuant hereto shall be applied by the Secured Party toward satisfaction of the Obligation; provided, that any shares and/or proceeds received by the Secured Party under this Agreement in excess of those necessary to fully and completely satisfy the Obligation shall be returned to the Debtor. For the purpose of clarity, Secured Party may only sell the amount of shares necessary to recover the Obligation all shares in excess of the amount needed to recover must be returned to the Debtors transfer agent within three business days of the Secured Party recovering the full Obligation. Additionally, the Secured Party may not sell more than 20% of the average daily volume of the Debtor’s common stock in any given Trading Day, as reported by the Trading Market (the “Bleed Out”).

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10. Notice of Sale. After an Event of Default reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to the Debtor and to any other persons entitled under the UCC to notice; provided, that if any of the Collateral threatens to decline speedily in value or is of a kind customarily sold on a recognized market, the Secured Party may sell, pledge, assign or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent or given not less than ten (10) calendar days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purpose of this Section.

11. Notices. All notices under this Agreement shall be in writing and shall be delivered by personal service, by fax, email with receipt confirmation or by certified or registered mail, postage prepaid, return receipt requested, to the parties at the addresses, fax numbers and/or email addresses set forth on the signature page hereof.

12 Binding Effect. This Agreement shall be binding upon the Debtor and the successors and assigns of the Debtor, and shall inure to the benefit of the Secured Party and the heirs, successors, assigns, executors, administrators and personal or legal representatives of the Secured Party.

13. Governing Law; Jurisdiction. This Agreement will be covered and construed under the laws of the State of Delaware without giving effect to rules governing conflicts of law. Each of the parties irrevocably consents to the non-exclusive jurisdiction of the courts of the State of Utah, Salt Lake County for the purposes of any suit, action, or proceeding relating to or arising out of this Agreement (a “Related Proceeding”) and irrevocably waives, to the fullest extent it may effectively do so, (i) any objection it may have to the laying of venue of any Related Proceeding in any such court, and (ii) the defense of any inconvenient forum to the maintenance of any Related Proceeding in any such court.

THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY EITHER PARTY, ON OR WITH RESPECT TO THIS AGREEMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, DEBTOR WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.

14. Severability. In the event that any one or more of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

15. Scope of the Agreement; Amendment. This document constitutes the entire Agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified except by an agreement in writing signed by the party against whom the enforcement of any waiver, change, modification or discharge is sought.

Signature page follows

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INWITNESS WHEREOF, the parties have executed this Agreement as of the day and year first hereinabove set forth.

DEBTOR:
NextNRG Inc.
By:
Name:
Title:	Chief<br> Executive Officer
Address:
Email:
SECURED PARTY:
---
By:
Name:
Address:
Email:

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Exhibit A

List of Collateral:

As collateral for the obligations of the Debtor under the Loan Agreement, the Debtor hereby grants to the Secured Party a continuing lien and security interest in and to (a) all rights of the Debtor to issue, sell, or deliver the 2,900,000 reserved shares of common stock referenced herein (the ‘Collateral Shares’) as evidenced by the irrevocable issuance instruction letter submitted to the Debtor’s transfer agent, (b) that certain agreement dated June ___, 2025 by and between the ClearTrust, LLC, as transfer agent, Secured Party and the Debtor; (c) that certain Escrow Agreement dated June __, 2025, by and between ClearTrust, LLC, the Debtor and the Secured Party; and (d) any and all proceeds arising from the sale or issuance of the Collateral Shares, and (e) upon issuance, the Collateral Shares themselves and any proceeds thereof.

The Debtor authorizes the Investor to file one or more financing statements (on Form UCC-1) to evidence and perfect the Investor’s security interest in the Collateral.

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Exhibit10.5

ESCROWAGREEMENT

This Escrow Agreement (“Agreement”) is made and entered into as of the __th day of June 2025 (the “Effective Date”), by and among: ___________ , a ___________ company (the “Lender”), NextNRG Inc., a Nevada corporation (the “Borrower”), and ClearTrust, LLC, a Florida limited liability company (the “Escrow Agent”).

W I T N E S S E T H:

WHEREAS on or about the date hereof, the Lender and Borrower have entered into the Business Loan and Security Agreement (the “Loan Agreement”) Agreement pursuant to which the Lender loaned to the Borrower the principal sum of $1,500,000 (the “Loan”);

WHEREAS, the Borrower has agreed to provide 2,900,000 shares of common stock of NextNRG Inc. as collateral for the Loan (the “EscrowShares”);

WHEREAS, the Borrower has approved that certain irrevocable instruction letter agreed to by and between the Parties dated as of the date set forth above (the “Instruction Letter”) authorizing the issuance of the Escrow Shares to the Lender upon the occurrence of specific conditions or events described therein, and such Instruction Letter has been delivered to the Escrow Agent;

WHEREAS, the Escrow Agent shall create and maintain a reserve of the Escrow Shares pursuant to the terms of the Instruction Letter and hold such reserve on behalf of the Lender;

WHEREAS, the Parties desire that the Escrow Agent shall have authority to issue the Escrow Shares to the Lender in accordance with the Instruction Letter, including if the Borrower fails to satisfy the obligations set forth in such Instruction Letter, or if ClearTrust, LLC is no longer serving as the Borrower’s transfer agent;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLEI

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INTERPRETATION

1.1. Definitions.

“Escrow Agent Fees” shall mean of half a percent of loan amount of ________, payable amount of by the Borrower on the Effective Date

“Parties” shall collectively mean Borrower, the Lender, and the Escrow Agent, and “Party” shall mean any one of them.

ARTICLEII

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DELIVERIESTO THE ESCROW AGENT

2.1 Appointment. The Lender and Borrower hereby appoint ClearTrust, LLC as Escrow Agent, and Escrow Agent hereby accepts such appointment.

2.2 Holding and Issuance of Escrow Shares.

(a) The Escrow Agent shall receive and hold the irrevocable Instruction Letter issued by the Borrower specific to the Escrow Shares to the Lender under stated conditions.

(b) Based on the Instruction Letter, the Escrow Agent shall establish and maintain a reserve of shares in accordance with the number and instructions set forth therein.

(c) Upon written notice from the Lender consistent with the Instruction Letter, the Escrow Agent shall issue the Escrow Shares from the reserve to the Lender. No further action or approval by the Borrower shall be required.

(d) Failure by the Borrower to meet the requirements or conditions in the Instruction Letter shall authorize the Escrow Agent to issue the Escrow Shares to the Lender without delay, notice, or consent of the Borrower.

(e) The Escrow Agent’s authority to issue Escrow Shares shall survive any termination of its status as the Borrower’s transfer agent.

ARTICLEIII

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RELEASEOF ESCROW SHARES

3.1 Triggering Conditions. The Escrow Agent shall issue Escrow Shares to the Lender under any of the following conditions:

(a) Receipt of written instructions from the Lender in accordance with the Instructuon Letter;

(b) Occurrence of conditions defined in the Instructuon Letter that require such issuance;

(c) Failure by the Borrower to meet any obligation defined in the Instructuon Letter; and

(d) A final, non-appealable court order directing such issuance.

3.2 Disputes. In the event of conflicting claims or disputes regarding the Escrow Shares, the Escrow Agent may:

(a) Hold the Escrow Shares without taking further action;

(b) Deposit the shares with a court of competent jurisdiction;

(c) Seek legal counsel and recover costs and fees from the Parties (except for willful misconduct or gross negligence).

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ARTICLEIV

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CONCERNINGTHE ESCROW AGENT

4.1. The Escrow Agent is not a party to, and is not bound by or charged with notice of, any agreement out of which this escrow may arise. The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other Party, or for the identity or authority of any person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any Party (other than the Escrow Agent) or any maker, endorser, or other signatory of any document to perform such person’s or entity’s obligations hereunder or under any such document. Except for the existing stock transfer agent agreement between the Lender and ClearTrust, LLC, along with this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

(b) The Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, and may rely conclusively on, and will be protected in acting upon, any order, notice, demand, certificate, or opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement, and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of Florida upon fiduciaries.

(c) The Escrow Agent will be indemnified and held harmless by Borrower and Lender from and against any expenses, including reasonable attorneys’ fees and disbursements, damages, or losses suffered by the Escrow Agent in connection with any claim or demand, which, in any way, directly or indirectly, arises out of or relates to this Agreement or the services of the Escrow Agent hereunder; except, that if the Escrow Agent is guilty of willful misconduct, fraud, or gross negligence under this Agreement, then the Escrow Agent will bear all losses, damages and expenses arising as a result of such willful misconduct, fraud, or gross negligence. Promptly after the receipt by the Escrow Agent of notice of any such demand or claim or the commencement of any action, suit, or proceeding relating to such demand or claim, the Escrow Agent will notify the other Parties in writing. For the purposes hereof, the terms “expense” and “loss” will include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit, or proceeding settled with the express written consent of the Parties, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. The provisions of this Article IV shall survive the termination of this Agreement.

(d) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ, or other form of judicial or administrative process which in any way affects the Escrow Instructions (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Shares), the Escrow Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ, or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the Parties or to any other person or entity even though such order, judgment, decree, writ, or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

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(e) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation, or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

(f) The Escrow Agent shall not be called upon to advise any Party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

(g) The Escrow Agent shall not be under any duty to give the Escrow Account held by it hereunder any greater degree of care than it gives its own similar property.

(h) When the Escrow Agent acts on any information, instructions, communications, (including, but not limited to, communications with respect to the delivery of securities) sent by facsimile, email, or other form of electronic or data transmission, the Escrow Agent, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication (whether due to fraud, distortion, or otherwise). In the event of any ambiguity or uncertainty hereunder or in any notice, instruction, or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Shares, unless the Escrow Agent receives written instructions, signed by the Lender and Borrower, which eliminates such ambiguity or uncertainty.

(i) The Escrow Agent does not have any interest in the Escrow Shares but is serving as escrow holder only and having only possession thereof. The Lender shall pay or reimburse the Escrow Agent, upon request, for any transfer taxes or other taxes relating to the Escrow Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. It is understood that the Escrow Agent shall only be responsible for income reporting with respect to income earned on the Escrow Shares and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent.

(j) Escrow Agent may generally engage in any kind of business with NextNRG, the Lender, or Borrower or any subsidiary or affiliate thereof as if it had not entered into this Agreement or any other agreement with them. Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) may now or hereafter be engaged in one or more transactions with the Lender or Borrower or any subsidiary or affiliate thereof or may act as trustee, agent, or representative of either the foregoing Parties or otherwise be engaged in other transactions with such Parties (collectively, the “Other Activities”). Without limiting the forgoing, Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) shall not be responsible to account to NextNRG, the Lender, or Borrower or any subsidiary or affiliate thereof for such Other Activities.

(k) Fees and Expenses. In consideration of the services provided hereunder, Borrower agrees to pay Escrow Agent any and all Escrow Agent Fees incurred hereunder. In addition, Borrower agrees to pay the Escrow Agent’s costs and expenses (“Expenses”) including reasonable attorney’s fees in the event of any dispute or litigation threatened or commenced which requires the Escrow Agent in its opinion to refer such matter to its attorneys fees, packaging and postal fees and expenses (including FedEx). Escrow Agent will incur no liability for any delay reasonably required to obtain such advice of counsel.

(l) Resignation of Escrow Agent. At any time, upon ten (10) days’ written notice to the Lender and Borrower, the Escrow Agent may resign and be discharged from its duties as escrow agent hereunder. As soon as practicable after its resignation, the Escrow Agent will promptly turn over to a successor escrow agent appointed by the Lender and Borrower the Escrow Shares held hereunder upon presentation of a document appointing the new escrow agent and evidencing its acceptance thereof. If, by the end of the 10-day period following the giving of notice of resignation by the Escrow Agent, the Lender and Borrower shall have failed to appoint a successor escrow agent, the Escrow Agent may interplead the Escrow Shares into the registry of any court having jurisdiction.

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(m) Records. The Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement or as may reasonably be requested by the Parties from time to time before such termination, the Escrow Agent shall provide the Parties, as the case may be, with a complete copy of such records, certified by the Escrow Agent to be a complete and accurate account of all such transactions. The authorized representatives of each of the Parties shall have access to such books and records at all reasonable times during normal business hours upon reasonable notice to the Escrow Agent.

4.2. Dispute Resolution: Judgments. Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions:

If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Escrow Shares, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Escrow Shares pending receipt of a joint instruction from Borrower and Lender, or (ii) deposit the Escrow Shares with any court of competent jurisdiction in the State of Florida in which event the Escrow Agent shall give written notice thereof to the Parties and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement. The Escrow Agent may, but shall be under no duty to, institute or defend any legal proceedings which relate to the Escrow Shares.

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ARTICLEV

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GENERALMATTERS

5.1 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

5.2 Assignment and Modification. This Agreement and the rights and obligations hereunder of any of the Parties may not be assigned without the prior written consent of the other Parties. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. No other person will acquire or have any rights under, or by virtue of, this Agreement. No portion of the Escrow Shares shall be subject to interference or control by any creditor of any Party, or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such Party prior to the disbursement thereof to such Party in accordance with the provisions of this Agreement. This Agreement may be changed or modified only in writing signed by all of the Parties. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by any Party with respect to any condition, default or breach of covenant hereunder shall be deemed to extend to any prior or subsequent condition, default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

5.3 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

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5.4 Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees from the other Party (unless such other Party is the Escrow Agent), which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.

5.5. Entire Agreement. This constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no warranties, representations and other agreements made by the Parties in connection with the subject matter hereof except as specifically set forth in this Agreement.

5.6 Extended Meanings. In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word “person” includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative.

5.7. Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by any Party against another concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Florida in the federal courts located in the state of Florida. All Parties and the individuals executing this Agreement and other agreements on behalf of the Lender agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing Party (which shall be the party which receives an award most closely resembling the remedy or action sought) shall be entitled to recover from the other Party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law in a manner most closely approximating the Parties’ intent as evidenced by the original provision. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

5.8. Specific Enforcement, Consent to Jurisdiction. The Lender and Borrower acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 5.8 hereof, each of the Lender and Borrower hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

5.9 Termination. This Escrow Agreement shall terminate upon the release of all of the Escrow Shares.

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5.10. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such Party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

(a)	If<br> to the Lender, to:
(b)	If<br> to Borrower, to:
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NextNRG Holding, Corp.

407 Lincoln Road, Ste. 9F

Miami Beach, Fl 33139

(c)	If to the Escrow<br>Agent, to:

ClearTrust, LLC

16540 Pointe Village Dr, Ste 210

Lutz, FL 33558

Attn: Kara Kennedy

kara@cleartrusttransfer.com

or to such other address as any of them shall give to the others by notice made pursuant to this Section 5.10.

5.11. Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties shall be enforceable to the fullest extent permitted by law.

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IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed as of the day and year first above written.

BORROWER
NEXTNRG<br> HOLDING CORP
By:
Name:
Title:
LENDER
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By:
Name:
Title:
ESCROW AGENT
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CLEARTRUST,<br> LLC
By:
Name:	Kara<br> Kennedy
Title:	President