Form 8-K
8-K — NEXTNRG, INC.
Accession: 0001493152-26-020889
Filed: 2026-05-01
Period: 2026-04-27
CIK: 0001817004
SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
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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): April 27, 2026
NEXTNRG,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-40809
83-4260623
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
407
Lincoln Rd. #9F, Miami Beach, Florida 33190
(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 communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement 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
of each class
Trading
Symbol(s)
Name
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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
April 27, 2026, NextNRG, Inc. (the “Company”) entered into a Business Loan and Security Agreement (the “Venture Debt
Agreement”), dated as of April 27, 2026, with Venture Debt, LLC (“Venture Debt”), pursuant to which Venture Debt provided
the Company a loan in the principal amount of $1,000,000 (the “Venture Debt Loan”). The Company received net disbursement
proceeds of $930,000 after deducting a $70,000 origination fee. The Venture Debt Loan carries a $450,000 interest expense, resulting
in a total repayment obligation of $1,450,000. The Venture Debt Loan is scheduled to be repaid in 24 weekly installments of $60,417,
beginning immediately following disbursement, with a maturity date of October 13, 2026. The annual percentage rate for the Venture Debt
Loan is approximately 203.17%.
The
Company may prepay the Venture Debt Loan in whole or in part. If the Company elects to prepay the Venture Debt Loan in its entirety,
it is entitled to a prepayment interest reduction percentage of 25%. This reduction applies only to the aggregate amount of unpaid interest
remaining on the Venture Debt Loan at the time of prepayment. Notwithstanding this reduction, 75% of the remaining unpaid interest remains
due and payable upon such prepayment. The Company may make partial prepayments, but such payments will not reduce the total interest
expense over the life of the Venture Debt Loan.
The
Venture Debt Agreement contains customary representations, warranties and covenants for a transaction of this type. The Venture Debt
Agreement also contains certain negative covenants that, among other things, restrict the Company’s ability to incur additional
indebtedness. Specifically, the Company is prohibited from entering into any loan agreement or arrangement involving the sale or assignment
of its future receipts (such as merchant cash advances) with any party other than Venture Debt, if such arrangement carries an interest
rate greater than 10%. These restrictions are subject to certain exceptions, including the following:
● Conventional
bank loans and bank financing arrangements are permitted; and
● Financing
arrangements are permitted provided that the proceeds are used to repay Venture Debt in full
at the closing of such financing and prior to the release of any funds to the Company.
Pursuant
to the terms of the Venture Debt Agreement, Venture Debt can impose a $145,000 fee for each violation of this provision.
The
Venture Debt Agreement contains comprehensive events of default provisions. In addition to customary defaults, such as non-payment and
breaches of representations or warranties, the Venture Debt Agreement includes several restrictive triggers, including the following:
● A
default occurs if the Company’s indebtedness to other lenders could potentially be
accelerated, or if the Company defaults on any other existing or future agreement with Venture
Debt.
● The
filing of any federal or state tax liens, or the entry of a judgment exceeding 15 days without
satisfaction or stay, constitutes a default.
● Defaults
are triggered by any material change in ownership or organizational structure, the death
or dissolution of key control persons (including 10% stockholders), or the cessation of a
substantial part of the Company’s current business.
● Venture
Debt may declare a default if it believes in good faith that the prospect of payment or performance
is impaired, or if a material adverse change in the Company’s business or financial
condition occurs.
● Taking
additional financing, such as credit card advances or additional working capital loans without
Venture Debt’s prior written consent, is an express event of default.
Upon
the occurrence of an event of default under the Venture Debt Agreement, Venture Debt may, without notice or demand:
● Cease
further loan advances and debit due amounts directly from the Company’s accounts;
● Declare
all outstanding obligations immediately due and payable;
● Take
possession of, assemble, and sell the collateral at public or private sale;
● Appoint
a receiver to manage the collateral and collect revenues; and
● Seek
a deficiency judgment against the Company or any guarantors if collateral proceeds are insufficient
to satisfy the debt.
Venture
Debt’s remedies are cumulative and may be exercised singularly or concurrently.
Michael
D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder, personally
guaranteed the Company’s obligations under the Venture Debt Agreement.
The
Venture Debt Loan is secured by a security interest in all of the Company’s and Mr. Farkas’ assets and personal property.
The
foregoing description of the Venture Debt Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Venture Debt Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1
Business Loan and Security Agreement, dated as of April 27, 2026, by and between the registrant and Venture Debt, LLC.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
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: May 1, 2026
By:
/s/ Michael
Farkas
Name:
Michael Farkas
Title:
Chief Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit 10.1
Commercial
Financing Disclosure for Loans
The
Total Amount of Funds Provided to the Business Under the Terms of this Commercial Financing Transaction
$
1,000,000.00
This
is how much funding Venture Debt. LLC (“Lender”) will provide.
The
Total Amount of Funds Disbursed to the Business Under the Terms of this Commercial Financing Transaction
$
930,000.00
This
is how much money Lender will deposit into your account after deducting fees and any amounts owed to Lender.
The
Total Amount to be Paid Under the Terms of this Commercial Financing Transaction
$
1,450,000.00
This
is the total dollar amount you will pay to Lender under the agreement.
The
Total Dollar Cost of this Commercial Financing Transaction
$
450,000.00
This
is the dollar cost of your financing.
The
Manner, Frequency, and Estimated Amount of Each Payment
Lender
will ACH debit the designated bank account in the amount of $ 60,416.67 per week. This periodic payment will periodically increase
pursuant to the schedule set forth on the Weekly Deliveries Addendum.
Prepayment
There
are no costs associated with early remittance (prepayment) under this transaction. If applicable, subject to the conditions of the
early pay addendum to your agreement, you may be eligible for an early performance discount.
Receipt
acknowledged by:
/s/
Michael Farkas
04/27/2026
Michael
D. Farkas, as a representative of NextNRG, Inc
Date
Loan # 1005093930 Borrower: NextNRG, Inc
Page 1
**
PLEASE READ CAREFULLY **
Dear
Borrower, we are glad to welcome you to our unique financing program. The program will go into effect immediately after you return a
signed agreement and will continue to be in effect until we receive the full loan repayment Amount according to this agreement.
After
we receive the full agreed upon loan repayment amount, we will close off your account and deliver to you a $0 balance letter. In order
to assure the maintenance and servicing of your account, please keep our contact information in your contacts for any service or maintenance
request:
Please
note due to the large number of loan accounts we service; administrative errors may occasionally result in our daily ACH debits. If you
believe your account was erroneously debited, you agree to contact us immediately to notify us about the erroneous debits.
We
also require an active point of contact during the duration of the agreement. By providing your contact information below you agree to
be contacted in regard to your account during the duration of the agreement.
REFERRAL/AFFILIATE
DISCLOSURE
Name(s)
of Affiliate(s) who arranged this transaction for you:
NA
Business
Name(s):
NA
Address(es):
NA
Phone
Number(s):
NA
Have
there been any other financial products offered to you in conjunction with this financing
agreement? Yes or No?
NA
If
yes, please describe those other financial products (some examples may include but may not
be limited to SBA loans, term loans, lines of credit, cash advance, equipment financing,
real estate loans, etc.):
NA
By
signing below, you certify that the above information is true and correct.
Owner
1 Signature:
/s/
Michael Farkas
name:
Michael
D Farkas
Date:
04
/ 27 / 2026
Please
contact us to update if your contact information changes.
Contact
Name: ___________________Cell (for text messages):______________________
Email:
______________________________
Emergency
secondary contact (*required):__________________________________
Please
note all necessary information in regards to reaching you or your staff, in case of a problem:
If
we experience any issues with your account and we cannot reach you or your point of contact, we will enforce all legal remedies available
to us, under the Agreement. We are always available to assist you with any service request that you may need. In order to prevent any
unnecessary interruptions please make sure to call us as soon as any problems with your business arise.
**
WE WILL NOT PROCEED WITH FUNDING IF THIS DOCUMENT IS LEFT BLANK **
Loan # 1005093930 Borrower: NextNRG, Inc
Page 2
INFORMATION
DISCLOSURE FORM
(All
information must be provided in order to release funds)
CONTRACTUAL
FUNDING INFORMATION
Loan
Amount
Payment
1,000,000.00
60,416.67
BUSINESS
INFORMATION
Legal
Business Name:
NextNRG,
Inc
Business
DBA:
NextNRG
Address:
407
Lincoln Rd, 9F
City:
Miami
Beach
State:
FL
Zip:
33139
Business
Phone:
786-606-5136
Business
E-Mail:
Use
of Funds:
NA
Time
in Business:
6
year(s)
Tax
ID:
834260623
Emergency
Contact Info: Name: NA
Number:
NA
List
all additional locations associated to business.
NA
Does
the company currently have any open/unsatisified advances? List which companies/balances.
NA
Does
the company have any active or pending litigation/ judgements/ liens/ tax obligations?
NA
Landlord
Contact Info: Name: NA
Number:
NA
BANK
ACCOUNT INFORMATION (list all accounts below)
Bank
name:
Account
Number:
Routing
Number:
NA
NA
NA
OFFICERS
INFORMATION
Owner
1 - Full Name:
Michael
D. Farkas
DOB:
Social
Security #:
Cell
Phone #:
Address:
NA
City:
Miami
Beach
State:
FL
Zip:
33139
Personal
E-mail Address:
Ownership
%:
NA
Signature:
/s/
Michael Farkas
Date:
04
/ 27 / 2026
CREDIT
DISCLOSURE
The
above information is warranted to be true and correct. We hereby authorize Venture Debt.
LLC its assigns, agents, bank, servicer or financial institution to verify
and collect information on us, included but not limited to bank references, trade credit
references, and/or commercial credit reports. In compliance with the FAIR CREDIT REPORTING
ACT, this is to inform you that you are authorizing this organization and/or its suppliers
to obtain a
consume
and/or business profile credit report.
Owner
1 Signature:
/s/
Michael Farkas
Name:
Michael
D. Farkas
Date:
04
/ 27 / 2026
Loan # 1005093930 Borrower: NextNRG, Inc
Page 3
This
Business Loan and Security Agreement (as amended, modified or restated, the “Agreement”), together with the attached
Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) (as amended, modified or restated, “Authorization
Agreement”), as amended, modified or restated (collectively the “Agreement”) governs your business loan
(“Loan”) made by the Borrower as of the Effective Date (defined below). Please read this Agreement and keep it for
your reference. In this Agreement, the words “you”, “your” and “Borrower” each
mean the Borrower identified on the signature page of this Agreement. Each Person identified on the signature page of this Business Loan
and Security Agreement as a “Guarantor” (including any Secured Guarantor as herein defined) shall be referred to individually
as “Guarantor” and collectively as “Guarantors” in this Agreement. The words “Lender”,
“we”, “us”, and “our” each mean NextNRG, Inc, 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.”
If
you have any questions, please call us at 385-444-7518
(we
have support available Monday - Friday 9am - 6pm ET) or email info@achcapital.com.
YOUR
LOAN DETAILS
Borrower:
NextNRG,
Inc
Borrower’s
Address:
407
Lincoln Rd, 9F, Miami Beach, FL, 33139
Lender:
Venture
Debt. LLC
Address
for Lender:
375 W 200 S, Suite 225, Salt Lake City, UT 84101
Email info@achcapital.com
Guarantor(s):
Michael
D. Farkas
Address(es)
for Guarantor(s):
407
Lincoln Rd. 9F, Miami Beach, FL, 33139
Secured
Guarantor(s):
Michael
D. Farkas
Address(es)
for Secured Guarantor(s):
407
Lincoln Rd. 9F, Miami Beach, FL, 33139
Loan
Amount:
$
1,000,000.00
Origination
Fee:
(Deducted
at time of disbursement)
$
70,000.00
Advance
Amount:
(Loan
Amount less Origination Fee)
Note
that the Advance Amount may not be the amount deposited to your Designated Checking Account. The amount that will be deposited to
your Designated Checking Account will be reduced by any amounts owed to Lender from any prior Advance, indebtedness, or loan, or
may be used to pay off an amount owed to a third-party creditor.
$
930,000.00
Maturity
Date:
10/13/2026
Weekly
Payment Amount: (Business Days only)
Payment
Schedule:
The
term “Business Day” means any Monday through Friday, except for Federal Reserve holidays.
$
60,416.67
24
payments of $ 60,416.67 due on Wednesday each Week immediately following the date of disbursement of the Advance Amount from
the lender.
Total
Interest Expense:
(Does
not include any costs, expenses or Fees)
$
450,000.00
Total
Repayment Amount:
(Loan
Amount plus Total Interest Expense)
$
1,450,000.00
Loan # 1005093930 Borrower: NextNRG, Inc
Page 4
PREPAYMENT,
RENEWAL, AND OTHER FEES
Prepayment:
(See
Section 9 of this Agreement for details)
A
“Prepayment Interest Reduction Percentage “ of 25% (with respect to unpaid interest remaining on this Loan) will
be applied to the extent that the Borrower prepays this Loan in whole in accordance with, and subject to, Section 9 of this
Agreement. Note that 75% of the remaining unpaid interest will still be due upon any prepayment in whole. Partial prepayments will
not reduce the Total Interest Expense.
Renewals:
Remaining
unpaid interest on this Loan will be eligible to be forgiven by Lender in Lender’s sole discretion if: (a) Borrower is current
on its scheduled payments with respect to this Loan (including payment of any fees or expenses), and (b) while this Loan is outstanding,
Borrower enters into a business loan and security agreement for a new qualifying term loan with Lender, a portion of the proceeds
of which are used to repay this Loan in whole.
Other
Fees:
(with
the Origination Fee collectively the “Fees”)
Legal
Fee: The % outlined is based on the total original payback amount of this transaction.
Underwriting
Fee: $ 10,000.00
Processing Fee: $ 60,000.00
Professional Service Fee: $
Returned Payment Fee: $ 35.00
Funding
Fee: $ 0.00
Bank Change Fee: $ 50.00
Non-Sufficient
Funds (NSF) Fee: $ 35.00
Stopped Payment Fee: $ 150.00
Default
Fee: 25% - The % outlined is based on the total original payback amount of this transaction
UCC
Filing Fee: $ 150.00
Late
Fee: $ 35.00
Stacking Fee: 145,000.00 - equaling ten (10) percent of the Loan Amount for each incidence of stacking.
CERTAIN
DISCLOSURES
Loan
Pricing Disclosure
Lender
uses a system of risk-based pricing to determine interest charges and fees. Risk-based pricing is a system that evaluates the risk
factors of your application and adjusts the interest rate up or down based on this risk evaluation. This loan may be a higher cost
loan than loans that may be available through other lenders. Borrower understands that Lender may make loans at other amounts, interest
rates and with other fees to other Persons as well.
Loan
For Specific Purposes Only
The
proceeds of the requested Loan may solely be used for the specific purposes as set forth
in the Use of Proceeds Certification of the Business Loan and Security Agreement. IN ADDITION,
THE LOAN WILL NOT BE USED FOR 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 consumer/personal
purposes, and certain important rights conferred upon consumers, pursuant to federal or state
law will not apply to this transaction.
Loan # 1005093930 Borrower: NextNRG, Inc
Page 5
The
calculations below involve certain key assumptions about this Loan, including that the Loan is paid off in its entirety according
to the agreed Payment Schedule and that no repayments are missed. This is provided as a convenience only, and Lender’s records
will, absent manifest error, be conclusively presumed to be correct and accurate and constitute an account stated between Borrower
and Lender. To the extent the Lender’s records differ from the below metric calculations and metric explanations, the Lender’s
records shall control. The amounts below may vary from the actual amounts.
Loan
Amount
$
1,000,000.00
Advance
Amount
(minus
fees withheld) 1
$
930,000.00
Repayment
Amount
$
1,450,000.00
Term
6
Months
(repaid
Weekly)
METRIC
METRIC
CALCULATION
METRIC
EXPLANATION
Total
Cost of Capital
$
520,000.00
Interest
Expense: $ 450,000.00
Loan
Fee: $
Origination
Fee: $ 70,000.00
Other
Fees: $
Total
Cost of Capital: $ 520,000.00
This
is the total amount that you will pay in interest and fees for the Loan, but this amount does not include fees and other charges you can
avoid, such as late payment fees, returned payment fees, and the default fee.2
Annual
Percentage Rate (APR)3
203.17
%
Your
Loan will have 24
Weekly
payments of: $60,416.67
APR:
203.17 %
This
is the cost of the Loan, including total interest or Loan Fees and other fees, expressed as a yearly rate. APR takes into account
the amount and timing of capital you receive, fees you pay, and the periodic payments you make. This is provided as a convenience
only. While APR can be used for comparison purposes, it is not an interest rate and is not used to calculate your interest expense
or Loan Fee.
Average
Monthly Payment
$
241,666.68
Repayment
Amount: $ 1,450,000.00
Term (in months): ÷ 6 Months
Average
Monthly
Payment: $ 241,666.68
This
is the average monthly repayment amount of the Loan, which does not include fees and other charges you can avoid, such as late payment
fees, returned payment fees and the default fee.2
The
actual repayment frequency for the Loan will be weekly. This is an estimate for comparison purposes only.
Cents
on the Dollar
(excluding
fees)
45
¢
Interest
Expense or $ 450,000.00
Loan
Fee:
Loan
Amount: ÷ $ 1,000,000.00
Cents
on the Dollar 45 ¢
(excluding fees):
This
is the total amount of interest or Loan Fee paid per dollar borrowed. This amount is exclusive of fees. This is provided as a convenience
only.
Prepayment
Does
prepayment of this Loan result in any new fees or charges?
No
(see
“Prepayment” above)
Does
prepayment of this Loan decrease the total interest or Loan Fees owed?
Yes
(see
“Prepayment” above for the interest or fee reduction amount)
1
The Advance Amount is the amount of capital that a business receives and may be different from the Loan Amount. The Advance Amount
is net of fees withheld from the Loan Amount. A portion of the Advance Amount may be used to pay off any amounts owed to Lender from
a prior Advance, indebtedness, loan, or used to pay an amount owed to a third party creditor. 2 Your business may incur
other fees that are not a condition of borrowing, such as late payment fees, returned payment fees, default fees, or monthly
maintenance fees. Those fees are not reflected here. See the agreement for details on these fees (see “Other Fees”
above). Further, your business may incur other third-party fees associated with any Advance, borrowing, non-payment or otherwise. 3
APR should be considered in conjunction with the Total Cost of Capital. APR may be most useful when comparing financing solutions of
similar expected duration. APR is calculated here according to the principles of 12 C.F.R. § 1026 (Regulation Z), using 52
payment periods of equal length and 52 payment dates per year for weekly pay products, and 252 payment dates per year for daily pay
products.
Loan # 1005093930 Borrower: NextNRG, Inc
Page 6
1.
EFFECTIVE DATE. This Agreement begins on the date we accept this Agreement in Utah and signed by Lender (“Effective Date”).
Borrower understands and agrees that Lender may postpone, without penalty, the Advance of Loan amounts to Borrower until Lender has determined
in its sole discretion that all required security interests for the Loan have been perfected and Lender has received all required personal
guarantees or other documentation for the Loan.
2.
AUTHORIZATION. Borrower agrees that the Loan 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 LOAN MAY BE USED ONLY FOR THE SPECIFIC PURPOSES AS SET FORTH IN THE USE OF PROCEEDS
CERTIFICATION CONTAINED IN SECTION 48 BELOW, AND NOT FOR ANY OTHER PURPOSES. In addition, the Loan will not be
used for personal, family or household purposes, and Borrower and Guarantors agree they each 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 covenant not to use the Loan proceeds for personal, family or household purposes means that certain important
duties imposed upon Persons making loans for personal, family or household purposes, and certain important rights conferred upon
such Persons, pursuant to federal or state law will not apply to the Loan or the Agreement. Borrower understands that Lender will be
unable to confirm whether the use of the Loan conforms to this Section. Borrower agrees that a breach by Borrower of the provisions
of this Section shall not affect Lender’s right to (a) enforce Borrower’s promise to pay for all amounts owed under this
Agreement, regardless of (i) the purpose for which the Loan is obtained or (ii) how the Loan proceeds are used by Borrower, and (b)
use any remedy legally available to Lender, even if that remedy would normally not have been available had the Loan been made by
Lender to Borrower for personal, family or household purposes.
4.
ADVANCE OF LOAN PROCEEDS AND MAINTENANCE OF BORROWER’S BANK ACCOUNT. If
Borrower applied and was approved for the Loan, then the Loan will be disbursed as provided in the attached Authorization Agreement.
Borrower shall maintain Direct Payments (ACH Debits) in its Designated Checking Account, including keeping such account open until the
“Total Repayment Amount” as defined in this Agreement has been completely repaid.
5.
PROMISE TO PAY. Borrower shall pay Lender the Total Repayment Amount in accordance with the Payment Schedule above. As provided in
the attached Authorization Agreement, Borrower shall enroll in Lender’s Automatic Payment Plan and authorizes Lender to collect
required Loan payments. If required by Lender, Borrower agrees and authorizes Lender (or its servicer or any agent of Lender thereof)
to collect Loan payments from a transfer account established pursuant to this Agreement.
6.
ALTERNATIVE PAYMENT METHODS. If Borrower for any reason knows that Lender will be unable to process a Loan payment under Lender’s
Automatic Payment Plan, then Borrower must either transfer sufficient funds into its Designated Checking Account such that the missed
payment can be collected as provided in the attached Authorization Agreement, or promptly mail or deliver a check to Lender in an amount
equal to the missed payment or, if offered to Borrower by Lender, make the missed payment by any pay-by-phone or on-line service that
Lender may make available to Borrower from time to time. If Borrower elects to send payments to Lender for the Loan by postal mail, then
Borrower agrees to send such payments to Lender’s address on the first page of this Agreement or some other place as designated
by Lender from time to time in writing. All alternative payments contemplated in this Section shall be made in immediately available
funds by check, money order, wire transfer, automatic transfer from an account at an institution offering such service, or other instrument
in U.S. Dollars. Borrower understands and agrees that payments made at any other address than as specified in this Section may result
in a delay in processing and/or crediting such payment, and may result in late fees, interest, or charges. If Borrower makes an alternative
payment as contemplated by this Section on Borrower’s Loan by mail or by any pay-by-phone or on-line service 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 Automatic Payment Plan payments or may reduce any scheduled Automatic Payment Plan payment by the
amount of any such additional payment received.
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 its sole discretion, with such discretion performed with Lender’s
reference to its records for the Loan, it being understood and agreed by Borrower that Loan payments generally will be allocated and
applied against any fees and interest incurred on the Loan before principal. At Lender’s discretion, if there are any fees, costs
or other expenses due and owing under this Agreement, including, without limitation, any Fees, Lender may unilaterally adjust Borrower’s
amortized or principal payments due under this Agreement in an amount to pay such fees, costs or other expenses; Lender, at its discretion,
may charge such adjusted amount on a single amortized or principal payment, or over multiple amortized or principal payments.
Loan # 1005093930 Borrower: NextNRG, Inc
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8.
POSTDATED CHECKS, RESTRICTED ENDORSEMENT CHECKS AND OTHER DISPUTED OR QUALIFIED PAYMENTS. Lender may accept late, postdated or partial
payments without losing any of Lender’s rights under this Agreement (a postdated check is a check dated later than the day it was
actually 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 received by Lender or Lender’s check processor. Borrower shall not send Lender 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 or applicable law. 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 the Lender’s address
on the first page of this Agreement or some other place as designated by Lender from time to time in writing.
9.
PREPAYMENT. Borrower agrees that all fees and other prepaid finance charges are earned by Lender fully as of the date of this Agreement
and will not be subject to refund upon early payment of the Total Repayment Amount (whether voluntary or as a result of an Event of Default),
except as otherwise required by law. Borrower may prepay Borrower’s Loan in whole on any Business Day by paying Lender the sum
total of the Total Repayment Amount, including without limit any Returned Payment Fees and any Late Fees (if any), in each case as described
in the attached in this Agreement less (a) the amount of any principal Loan payments made prior to such prepayment and (b) the product
of (i) the percentage identified as the applicable Prepayment Interest Reduction Percentage in this Agreement; and (ii) the aggregate
amount of unpaid interest remaining on the 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 in accordance
with Section 7.
10.
SECURITY INTEREST. Borrower and each Guarantor hereunder each a “Secured Guarantor”, provided, however, that each
reference to “Guarantor” in this Agreement shall include each “Secured Guarantor”) hereby grants to Lender, the
secured party hereunder, a continuing security interest in and to any and all Collateral as defined and described below to secure the
prompt and complete payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder, and also any and
all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent,
primary or secondary, due or to become due, now existing or hereafter arising, relating to the Loan described in this Agreement, the
preceding being true whether or not contemplated by the parties hereto at the time of the granting of this security interest, regardless
of how such debts, liabilities and obligations arise or by what agreement or instrument they may be evidenced by, and the preceding includes
Borrower’s obligations to perform acts and refrain from taking action as well as all obligations to pay Lender money including,
without limitation, all interest, other fees and expenses under or related to the Loan (all of the preceding being the “Obligations”).
The “Collateral” means all of Borrower’s, and all of each Secured Guarantor’s (defined in Section 10),
assets and personal property, whether now owned by or owing to, or hereafter acquired by or arising in favor of Borrower and each Secured
Guarantor, and whether owned or consigned by or to, or leased from or to Borrower and each Secured Guarantor, regardless of where located,
which shall include, without limitation: (a) any and all amounts owing to Borrower now or in the future from any merchant processor(s)
processing charges made by customers of Borrower via credit card or debit card transactions; (b) cash and cash equivalents, (c) inventory,
(d) equipment, (e) investment property, including certificated and uncertificated securities, securities accounts, security entitlements,
commodity contracts and commodity accounts, (f) instruments, including promissory notes, (g) chattel paper, including tangible chattel
paper and electronic chattel paper, (h) documents, (i) letter of credit rights, (j) accounts, including health-care insurance receivables,
(k) deposit accounts with any bank or other financial institution, (l) commercial tort claims as disclosed on Schedule 1, (m)
general intangibles, including payment intangibles and software, (n) copyrights, patents and trademarks and all other intellectual property,
(o) fixtures, (p) goods, (q) letters of credit, letter-of-credit rights, and supporting obligations, and (r) as-extracted collateral.
The preceding terms used in defining the term “Collateral” not otherwise defined in this Agreement shall have the meaning
as such terms may from time to time be defined in the Uniform Commercial Code in effect in the State of Utah (“UCC”).
The security interest Borrower and each Secured Guarantor grants herein includes all accessions to, substitutions for and replacements,
proceeds (including stock rights), insurance proceeds and products of the foregoing subsections (a) through (r), together with all books
and records, customers lists, credit files, computer files, programs, printouts, and other computer materials 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 household goods in which Lender is forbidden by applicable law from taking a security interest.
Loan # 1005093930 Borrower: NextNRG, Inc
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11.
PROTECTING THE SECURITY INTEREST. Borrower and each Secured Guarantor (as applicable) agrees that Lender and/or Lender’s agent
or representative may file any financing statement, lien entry form or other document that is necessary or desirable in order to perfect,
amend or continue Lender’s security interest in the Collateral, including, without limitation, any fixture filings or other filings
in the real property records, and Borrower, and each Secured Guarantor as applicable, shall cooperate with Lender and Lender’s
agent or representative to accomplish said filing(s), and shall do whatever else Lender and Lender’s agent or representative deems
necessary to protect Lender’s security interest in the C o l l a t e r a l. BORROWER AND EACH SECURED GUARANTOR EACH EXPRESSLY
ACKNOWLEDGE AND AGREE BY SIGNING THIS AGREEMENT THAT, LENDER’S COLLATERAL AS DESCRIBED IN SECTION 10 INCLUDES ALL OF BORROWER’S
AND EACH SECURED GUARANTOR’S PERSONAL PROPERTY AND ASSETS.
12.
LOCATION OF COLLATERAL; TRANSACTIONS INVOLVING COLLATERAL. Unless Lender has agreed otherwise in
writing, Borrower represents and warrants that (a) all Collateral (or records of the Collateral in the case of accounts, chattel paper
and general intangibles) shall be located at Borrower’s address as shown on the first page of this Agreement, (b) except for inventory
sold or accounts collected in the ordinary course of Borrower’s business (provided, however, that upon notice of Lender and if
an Event of Default has occurred and is continuing, Borrower shall not sell inventory or accounts without Lender consent), Borrower shall
not sell, offer to sell, or otherwise transfer or dispose of the Collateral, (c) no one else has any interest in or claim against the
Collateral that is not already disclosed on the attached Schedule 2. Additionally, unless Lender has agreed otherwise in writing,
Borrower shall not pledge, 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 Borrower shall not sell, offer to sell, or otherwise
transfer or dispose of the Collateral for less than the fair market value thereof. Borrower shall, at the sole cost to Borrower, defend
Lender’s rights in the Collateral against the claims and demands of all other Persons. Borrower (or each Secured Guarantor as applicable)
shall hold all proceeds from any unauthorized disposition of the Collateral in trust for Lender, which shall not be co-mingled with any
other funds and shall immediately be delivered to Lender upon receipt by Borrower or any Guarantor. Notwithstanding the preceding three
sentences’ requirements, Borrower’s and each Guarantor’s obligations as described herein do not constitute or equate
to consent by Lender to any such disposition or transfer. Borrower and each Secured Guarantor shall provide to Lender ten (10) days prior
notice of the opening of any deposit account; Borrower and each Secured Guarantor shall, promptly provide, upon Lender’s request,
a deposit account control agreement duly executed on behalf of each financial institution holding a deposit account of Borrower or any
Secured Guarantor.
13.
TAXES, ASSESSMENTS AND LIENS. Borrower shall complete, timely file and pay when due all necessary federal, state and local taxes
and shall pay when due all taxes, assessments, levies and liens upon the Collateral and, upon Lender’s request, provide evidence
of such payments to Lender.
14.
INSURANCE. Borrower, and each Secured Guarantor as applicable, shall procure and maintain insurance policies and coverage as Lender
may require with respect to the Collateral, including without limit flood insurance if the location of any Collateral is located in any
area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, in the form, amounts
and coverage reasonably acceptable to Lender and issued by a company reasonably acceptable to Lender, which shall be a minimum amount
equal to the Total Repayment Amount. Borrower, and each Secured Guarantor as applicable, shall ensure that all of Borrower’s and
each Secured Guarantor’s insurance policies name Lender as loss payee, and Borrower and each Secured Guarantor shall deliver to
Lender endorsements demonstrating the same in form and substance satisfactory to Lender. If Borrower or any Secured Guarantor at any
time fails to obtain or maintain any insurance as required under this Section, Lender may obtain such insurance as Lender deems appropriate
at Borrower’s sole cost and expense. Borrower and/or each Secured Guarantor shall promptly notify Lender of any loss of or damage
to the Collateral. Upon any insurable loss to any Collateral, the proceeds shall be paid to Lender to apply to the Total Repayment Amount.
15.
REPAIRS AND MAINTENANCE. Borrower and each Secured Guarantor shall keep and maintain, and shall cause others to keep and maintain,
the Collateral in good order, repair and condition at all times while this Agreement remains in effect, normal wear and tear excepted.
Borrower and each Secured Guarantor further agrees to pay when due all claims made by third party Persons for work done on, or services
rendered to, or material furnished in connection with the Collateral so that no lien or encumbrance of any kind may ever attach to or
be filed against the Collateral.
Loan # 1005093930 Borrower: NextNRG, Inc
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16.
INSPECTION OF COLLATERAL AND PLACE OF BUSINESS; USE OF PHOTOGRAPHS AND TESTIMONIALS. Lender and
Lender’s designated representatives and agents shall have the right during Borrower’s or Secured Guarantor’s (as applicable)
normal business hours and at any other reasonable time (except during an Event of Default during which Lender and Lender’s designated
representatives and agents may examine the Collateral at any time) to examine the Collateral wherever located and the interior and exterior
of any of Borrower’s or Secured Guarantor’s place of business. During an examination of any Borrower’s or Secured Guarantor’s
place of business, Lender may examine, among other things, whether Borrower, or Secured Guarantor as applicable, (a) has a place of business
that is separate from any personal residence; (b) is open for business; (c) has sufficient inventory to conduct Borrower’s, or
Secured Guarantor’s as applicable, business; and (d) has one or more credit card terminals if Borrower, or Secured Guarantor as
applicable, processes credit card transactions. When performing an examination, Lender may photograph the interior and exterior of any
of Borrower’s or Secured Guarantor’s place of business, including any signage, and may photograph any individual who has
signed this Agreement (each a “Signatory”) unless the Signatory previously
has notified Lender that he or she does not authorize Lender to photograph the Signatory. Lender may obtain testimonials from any Signatory,
including testimonials on why Borrower needed the Loan and how the Loan has helped Borrower. Any photograph and testimonial will become
and remain the sole property of Lender. Borrower, each Guarantor, and each Signatory grant Lender the irrevocable and permanent right
to display and share any photograph and testimonial contemplated in this Section in all forms and media, including composite and modified
representations, for all purposes, including but not limited to any trade or commercial purpose, whether shared with any of Lender’s
employees or agents or with the general public. Lender may, but is not required to, use the name of any Borrower, Guarantor and Signatory
in connection with any testimonial. Borrower, each Guarantor, 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 any of the foregoing. Borrower, each
Guarantor, and each Signatory release Lender from any claims that now exist or may arise in the future 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.
17.
LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the
Collateral or if Borrower or a Guarantor fails to comply with any provision of this Agreement or any related documents, including but
not limited to Borrower’s failure to discharge, pay or perform when due any Obligations, then Lender on Borrower’s or any
Secured Guarantor’s behalf (as applicable) 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, any expenses, costs or fees incurred in connection therewith (including attorneys’ and other advisory or third-party fees)
will become a part of the Obligations and, at Lender’s option, shall: (a) be payable on demand; (b) 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
(c) be treated as a balloon payment that will be due and payable at the 10/13/2026. Such right shall be in addition to all other rights
and remedies to which Lender may be entitled upon an Event of Default.
Loan # 1005093930 Borrower: NextNRG, Inc
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18.
BORROWER’S AND EACH SECURED GUARANTOR’S REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS.
Borrower and each Secured Guarantor represents and warrants that: (a) Borrower and each Secured Guarantor will comply with all laws,
statutes, regulations and ordinances pertaining to the conduct of its business and the Collateral, including without limitation any law
relating to the use, sale, possession, cultivation, manufacture, distribution, or marketing of any controlled substances or other contraband
(whether for commercial, medical, or personal purposes), or any law relating to the medicinal use or distribution of marijuana; (b) Borrower’s
principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property
is that shown of the first page of this Agreement; (c) Borrower and each Secured Guarantor is duly organized, licensed, validly existing
and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and Borrower
and each Secured Guarantor is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall
hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business; (d) the true and correct
legal name of the Borrower and each Secured Guarantor is set forth in the first page of this Agreement; (e) the aggregate ownership percentage
of the Signatories is greater than or equal to fifty percent (50%) of the Borrower’s business; (f) the execution, delivery and
performance of this Agreement, and any other document executed in connection herewith, are within Borrower’s and each Secured Guarantor’s
powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s or any Secured Guarantor’s
charter, operating agreement, bylaws or other constituting documents, or of any indenture, agreement or undertaking to which Borrower
or any Secured Guarantor is a party; (g) all constituting documents and all amendments thereto of Borrower and each Secured Guarantor
have been duly filed and are in proper order and any capital stock or other membership or equity interests issued by Borrower and each
Secured Guarantor and outstanding was and is properly issued and all books and records of Borrower and each Secured Guarantor are accurate
and up to date and will be so maintained; (h) Borrower and each Secured Guarantor (i) is not subject to any charter, corporate 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 (ii) is in compliance with its charter, operating agreement,
bylaws and other constating 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 it is contesting in good faith or provisions of any of the
foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect Borrower’s or any Secured
Guarantor’s financial condition, business or prospects or the value of the Collateral, each taken individually and as a whole;
(i) there is no action, suit, proceeding or investigation pending or, to Borrower’s or any Secured Guarantor’s or Signatory’s
knowledge, threatened against or affecting it or any of Borrower’s or any Secured Guarantor’s 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 any
Secured Guarantor’s financial condition, business or prospects or the value of the Collateral, each taken individually and as a
whole; (j) all information provided by Borrower and/or each Guarantor as part of the application process for the Loan was true and complete;
(k) neither Borrower nor any Secured Guarantor intends to file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within six (6) months of the Effective Date; (l) neither Borrower nor any each Secured Guarantor is presently
insolvent within the meaning of the UCC as well as the United States Bankruptcy Code and neither will become insolvent upon the making
of the Loan; (m) Borrower and each Secured Guarantor shall maintain in full force and effect and in good standing all material rights,
licenses and leases necessary to carry on its business, and all material permits, licenses, leases consents and approvals necessary for
the construction, maintenance and operation of its business; (n) Borrower shall make all payments of interest and principal as and when
due, and Borrower and each Guarantor shall keep and comply with all terms, conditions and provisions of this Agreement; (o) the proceeds
of any Advance shall not be used for personal, family, household or agricultural purposes; (p) Borrower shall not use the proceeds of
any Advance, directly or indirectly, in violation of any applicable law or regulation, including without limitation Regulations T, U
or X of the Federal Reserve Board as from time to time in effect (and any successor regulation or official interpretation of such Board),
or to purchase or carry any “margin stock”, as defined in Regulations U and X, or any “margin security”, “marginable
OTC stock” or “foreign margin stock” within the meaning of Regulation T, U or X; and (q) Borrower and each Secured
Guarantor shall not effect any material change in their ownership or organizational structure (acknowledging that any change in ownership
shall be deemed material when ownership is closely held and any change that would be adverse to Lender or adversely affect the Loan shall
be deemed material).
19.
INTEREST AND FEES. Borrower shall pay in full the “Total Interest Expense” as set forth at the beginning of this Agreement
and all other fees and costs set forth in this Agreement, including, without limitation, those set forth on Pages 1 and 2 of this Agreement.
Borrower shall also pay the following fees:
A.
“Origination Fee”: A one-time origination fee in the amount set forth at the beginning of this Agreement. Borrower
agrees that this fee shall be immediately deducted from the proceeds of Borrower’s Loan prior to the Loan’s initial Advance.
B.
“Returned Payment Fee”: A returned payment fee in the amount set forth in the beginning of this Agreement if any Loan
payment processed on Borrower’s Loan is returned unpaid or dishonored for any reason.
C.
“Late Fee”: A late fee in the amount set forth in the beginning of this Agreement if a scheduled Loan payment is not
received by Lender as provided in the Payment Schedule set forth in the beginning of this Agreement.
D.
“Default Interest”: Upon the occurrence and during the continuance of an Event of Default, the balance of the remaining
unpaid principal and interest accrued on the Loan shall thereafter bear interest at a rate equal to the lesser of (i) Annual Percentage
Rate (APR) as provided in this Agreement per annum or (ii) the maximum rate allowed by applicable law, as a default interest rate until
the Event of Default has been cured as determined in Lender’s sole discretion.
Payments
made on the Loan by Borrower shall be applied and allocated between Loan principal, interest and fees in the manner set forth in Section
7.
20.
INTEREST AND FEES EXCEEDING PERMITTED LIMIT. If the Loan is subject to applicable law that sets maximum interest or charges, and
such applicable law is interpreted so that the interest or other fees collected or to be collected in connection with this Agreement
exceed the permitted limits under such applicable law, then (a) any interest or charge shall be automatically reduced by the amount necessary
to reduce such charge to the permitted limit under applicable law, and (b) if required by applicable law, any sums already collected
from Borrower that exceed such permitted limits will be refunded or credited to Borrower.
Loan # 1005093930 Borrower: NextNRG, Inc
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21.
ONLINE CUSTOMER PORTAL. When Borrower signs in with Borrower’s valid username and password at https://1workforce.com, Borrower
may obtain information about the Loan, such as the outstanding balance, daily transactions and fees. No additional paper statement will
be mailed to Borrower. Borrower shall not share Borrower’s username and password to https://1workforce.com with any third-party
Person. The information provided through this online portal is provided as a convenience only for Borrower and Lender’s internal
records will be determinative of information about the Loan, absent manifest error. To the extent there is a conflict between the Borrower’s
online portal reference in this Section and Lender’s internal records, Lenter’s internal records will control.
22.
FINANCIAL INFORMATION AND REEVALUATION OF CREDIT. Borrower and each Guarantor (if any) authorize
Lender to obtain business and personal credit bureau reports in Borrower’s and any Guarantor’s name, respectively, at any
time and from time to time for the purpose of deciding whether to initially approve the requested Loan, or to approve any update, renewal,
extension of credit, or for any otherwise applicable and lawful purpose. Upon Borrower’s or any Guarantor’s request, Lender
shall advise Borrower or Guarantor (as applicable) if Lender obtained a credit report and Lender shall give Borrower or Guarantor the
credit bureau’s name and address. Borrower and each Guarantor (if any) shall submit current financial information, a new credit
application, or both, in Borrower’s name and in the name of each 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 any Guarantor in relation to the Loan to third party Persons as permitted by applicable law, including with respect to any Guarantor
to consumer credit reporting agencies. Lender may share the information contemplated under this Section for the purpose of Lender complying
with governmental reporting or legal processes that Lender believes may be required, whether or not such sharing of information is in
fact required or may otherwise do the same when necessary or helpful in completing a transaction, when investigating a loss or Event
of Default or potential loss or Event of Default, or in connection with the sale or syndication of the Loan or any Advance. Borrower
and each Guarantor is hereby notified that a negative credit report reflecting on Borrower’s and/or any Guarantor’s credit
record may be submitted to a credit reporting agency (including with respect to any Guarantor to consumer credit reporting agencies)
if Borrower or such 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.
23.
FEES, EXPENSES AND COLLECTION COSTS. To the extent not prohibited by applicable law, Borrower shall
pay to Lender on demand any and all fees, expenses and costs incurred by Lender in enforcing the terms of this Agreement or pursuing
Lender’s remedies provided herein or under applicable law, 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, any Guarantor, or any other guarantor or surety of Borrower, 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 attorneys’
fees or expenses incurred 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 the Collateral, whether such security
was granted by Borrower, a Secured Guarantor, or by 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 of the expenses and costs contemplated
in this Section shall become a part of the Obligations and, at Lender’s option, shall: (a) be payable on demand; (b) 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 (c) be treated as a balloon payment that will be due and payable at the Loan’s maturity. Such rights shall be in
addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.
24.
BORROWER’S REPORTS. Promptly upon Lender’s written request, Borrower and each Guarantor shall provide Lender with such
information about the financial condition and operations of Borrower or any Guarantor, as Lender may, from time to time, reasonably request.
Borrower also shall promptly upon becoming aware of any Event of Default, or the occurrence or existence of an event 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.
Loan # 1005093930 Borrower: NextNRG, Inc
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25.
TELEPHONE COMMUNICATIONS. Borrower and each Guarantor hereby expressly consents to receiving calls and messages, including auto-dialed
and pre-recorded message calls and SMS messages (including text messages) from Lender, its affiliates, marketing partners, agents, representatives,
and any others calling at Lender’s request or on its behalf, at any telephone numbers that Borrower and/or the Guarantors have
provided or may provide in the future or otherwise in Lender’s possession (including any cellular or mobile telephone numbers).
Borrower and each Guarantor agree that such communications may be initiated using an automated telephone dialing system. Borrower and
each Guarantor agree that he, she or it is responsible for any fees or charges associated therewith from their wireless carrier.
26.
INDEMNIFICATION. Except for Lender’s gross negligence or willful misconduct, Borrower and each Guarantor shall indemnify and
hold Lender harmless from all losses, costs, damage, liabilities or expenses (including, without limitation, court costs and reasonable
attorneys’ fees and expenses) that Lender may sustain or incur by reason of it (a) defending or protecting Lender’s security
interests contemplated in this Agreement, or the priority thereof; (b) enforcing the Obligations; (c) the prosecution or defense of any
action or proceeding concerning any matter arising out of or in connection with this Agreement and/or any other documents now or hereafter
executed in connection with this Agreement and/or the Obligations and/or the Collateral. This indemnity shall survive the complete repayment
and performance of the Obligations and the termination of this Agreement.
With
respect to any Borrower and each Guarantor residing or incorporated in California, Borrower and each Guarantor acknowledges and agrees
that all their rights that may relate to the release and waiver of claims contemplated by this Agreement under Section 1542 of the California
Civil Code, as amended, are expressly waived. Section 1542 of the California Civil Code provides as follows:
A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
Borrower
and each Guarantor waives any right which it has or may have under Section 1542 of the California Civil Code, as amended, to the fullest
extent that Borrower and the Guarantors may lawfully waive such rights pertaining to the release of the claims contemplated by Agreement.
27.
MERGERS, CONSOLIDATIONS OR SALES. No Borrower, Guarantor or any grantor of any Collateral shall
(a) merge or consolidate with or into any other Person or (b) enter into any joint venture or partnership with any other Person.
28.
CHANGE IN LEGAL STATUS. Without Lender’s consent, no Borrower or Secured Guarantor shall (a) change its name, its place of
business or, if more than one, chief executive office, its mailing address, or organizational identification number if it has one, or
(b) change its type of organization, jurisdiction of organization or other legal structure. If Borrower or any Secured Guarantor does
not have an organizational identification number and later obtains one, Borrower or such Secured Guarantor, as applicable, shall promptly
notify Lender of such taxpayer identification number.
Loan # 1005093930 Borrower: NextNRG, Inc
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29.
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 under this Agreement and all other agreements between Lender and Borrower, or any Guarantor or grantor
of any Collateral, whether such agreements, instruments, or papers now exist or hereafter arise: (a) Lender is unable to collect any
Automatic Payment Plan payment on two consecutive dates due and/or, Borrower fails to pay any Obligations on three (3) consecutive dates
when payments are due daily or one (1) payment during any monthly period if payments are due and payable monthly; (b) Borrower fails
to comply with, promptly, punctually and faithfully, to perform or observe any term, condition or promise within this Agreement; (c)
the determination by Lender that any representation or warranty heretofore, now or hereafter made by Borrower or any Secured Guarantor
to Lender, in any documents, instrument, agreement, application or paper was not true or accurate when given; (d) the occurrence of any
event such that any indebtedness of Borrower owed to any lender other than Lender could potentially be accelerated, irrespective of whether
such acceleration has taken place; (e) the occurrence of any event that would cause a “lien creditor”, as that term is defined
in Section 9a-102 of the UCC (other than Lender) to obtain higher priority in any of the Collateral over Lender’s security interest
created by this Agreement; (f) a filing against or relating to Borrower (unless consented to in writing by Lender) of (i) a federal tax
lien in favor of the United States of America or any political subdivision of the United States of America, or (ii) a state tax lien
in favor of any state of the United States of America or any political subdivision of any such state; (g) the occurrence of any event
of default under any other agreement between Lender and Borrower, whether such agreement, instrument, or paper now exists or hereafter
arises (notwithstanding that Lender may not have exercised its rights upon default under any such other agreement, instrument or paper);
(h) any act by, against, or relating to Borrower or Guarantor, or any of their property or assets, whereby such 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 any of the Collateral; (i) the granting of any trust mortgage or execution of an assignment for the benefit of the
creditors of Borrower or any Guarantor, or the occurrence of any other voluntary or involuntary liquidation or extension of debt agreement
for Borrower or any Guarantor; (j) the failure by Borrower or any Guarantor to generally pay the debts of Borrower or Guarantor as they
mature; (k) adjudication of bankruptcy or insolvency relative to Borrower or any Guarantor; (l) the entry of an order for relief or similar
order with respect to Borrower or any Guarantor in any proceeding pursuant to Title 11 of the United States Code entitled “Bankruptcy”
(the “Bankruptcy Code”) or any other federal bankruptcy law; (m) the filing of any complaint, application or petition
by or against Borrower or any Guarantor initiating any matter in which Borrower or any Guarantor is or may be granted any relief from
the debts of Borrower or any Guarantor pursuant to the Bankruptcy Code or any other insolvency statute or procedure; (n) the calling
or sufferance of a meeting of creditors of Borrower or any Guarantor; (o) the meeting by Borrower or any Guarantor with a formal or informal
creditor’s committee; (p) the offering by or entering into by Borrower or any Guarantor of any composition, extension or any other
arrangement seeking relief or extension for the debts of Borrower, or the initiation of any other judicial or non-judicial proceeding
or agreement by, against or including Borrower or any Guarantor that seeks or intends to accomplish a reorganization or arrangement with
creditors; (q) the entry of any judgment against Borrower, which judgment is not satisfied or appealed from (with execution or similar
process stayed) within 15 days of its entry; (r) the occurrence of any event or circumstance with respect to Borrower or any Guarantor
or grantor of Collateral 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 under this Agreement or any other agreement between Lender and Borrower is impaired or there shall occur
any material adverse change in the business or financial condition of Borrower (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); (s) 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; (t) the occurrence of any uninsured loss, theft, damage or
destruction to any material asset(s) of Borrower or any Secured Guarantor; (u) any act by or against, or
relating to Borrower, a Secured Guarantor or any of their assets pursuant to which any creditor of Borrower or a Secured Guarantor seeks
to reclaim or repossess or reclaims or repossesses all or a portion of Borrower’s or a Secured Guarantor’s assets; (v) the
termination of existence, dissolution or liquidation of Borrower or any Secured Guarantor or the ceasing to carry on actively any substantial
part of Borrower’s or any Secured Guarantor’s current business; (w) 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 any Guarantor denies it has any further liability or obligation hereunder; (x) any guarantor
or person signing a support agreement in favor of Lender (including without limit the Guarantor(s) and the Guaranty) shall repudiate,
purport to revoke or fail to perform his, her, or its obligations under his, her or its guaranty or support agreement in favor of Lender,
or any such guarantor either die or dissolve (as applicable); (y) any material change occurs in Borrower’s or any Secured Guarantor’s
ownership or organizational structure (acknowledging that any change in ownership will be deemed material when ownership is closely held);
(z) if Borrower or any Guarantor or grantor of Collateral is a sole proprietorship, the owner dies; if Borrower or any Guarantor or grantor
of Collateral is a trust, a trustor dies; if Borrower or any Guarantor or grantor of Collateral is a partnership, any general or managing
partner dies or dissolves; if Borrower or any Guarantor or grantor of Collateral is a corporation, any principal officer or 10% or greater
shareholder dies; if Borrower or any Guarantor or grantor of Collateral is a limited liability company, any managing member dies or dissolves;
if Borrower or any Guarantor or grantor of Collateral is any other form of business entity, any Person(s) directly or indirectly controlling
10% or more of the ownership interests of such entity dies or dissolves; (aa) Borrower terminates the Authorization Agreement in accordance
with its terms and another agreement is not immediately and in no less than two (2) days put in place in
a form and substance satisfactory to Lender.
Loan # 1005093930 Borrower: NextNRG, Inc
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30.
RIGHTS AND REMEDIES UPON DEFAULT. Unless prohibited by applicable law, if an Event of
Default occurs under this Agreement, then at any time thereafter, Lender may exercise any one or more of the following rights and
remedies:
A.
Refrain from Disbursing Loan Proceeds: Refrain from making an Advance of Borrower’s Loan proceeds to the Designated Checking
Account.
B.
Debit Amounts Due from Borrower’s Account: Debit from Borrower’s Designated Checking Account all Automatic Payment
Plan payments that Lender was unable to collect and/or the amount of any other Obligations that Borrower failed to pay.
C.
Accelerate Indebtedness: Declare the entire Obligations immediately due and payable, without notice to Borrower.
D.
Assemble Collateral: Require Borrower and/or any Guarantor to deliver to Lender all or any portion of the Collateral and any and
all certificates of title and other documents relating to the Collateral. Lender may require Borrower and/or any Guarantor to assemble
the Collateral and make it available to Lender at a place to be designated by Lender. Except as limited or prohibited under applicable
law, Lender also shall have full power to enter upon the property of Borrower and/or any Guarantor to take possession of and remove the
Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Borrower and/or each Guarantor
agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Borrower and/or Guarantor after
such repossession.
E.
Sell the Collateral: Have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender’s
own name or that of Borrower and/or any Secured Guarantor. Lender may sell the Collateral at public auction or private sale. Unless the
Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give Borrower,
each Secured Guarantor and other Persons as required by law, reasonable notice of the time and place of any public sale, or the time
after which any private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any Person
who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of
sale. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or
disposition. All expenses relating to the disposition of the Collateral, including without limit the expenses, costs and fees (including
third-party costs and fees payable by Lender) of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become
a part of the Obligations secured by this Agreement. To the extent permitted by applicable law, all such expenses will become a part
of the Obligations and, at Lender’s option, will: (a) be payable on demand; (b) 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 (c) be treated as a balloon
payment that will be due and payable at the Loan’s maturity.
F.
Appoint Receiver: Have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect
and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and
apply the proceeds, over and above the cost of the receivership, against the Obligations. The receiver may serve without bond if permitted
by applicable law. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral
exceeds the Obligations by a substantial amount. Employment by Lender shall not disqualify a Person from serving as a receiver.
G.
Collect Revenues, Apply Accounts: Lender, either by itself or through a receiver, may collect the payments, rents, income, and
revenues from the Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name
or that of Lender’s nominee and receive the payments, rents, income and revenues therefrom and hold the same as security for the
Obligations or apply it to payment of the Obligations in such order of preference as Lender may determine. Insofar as the Collateral
consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender
may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose or realize on the Collateral as Lender may determine,
whether or not any amount included within the Obligations is then due. For these purposes, Lender may, on behalf of and in the name of
Borrower and/or any Guarantor, receive, open and dispose of mail addressed to Borrower; change any address to which mail and payments
are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment
or storage of any Collateral. To facilitate collections, Lender may notify account debtors and obligors on any Collateral to make payments
directly to Lender.
H.
Obtain Deficiency: If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower and/or
any Guarantor for any deficiency remaining on the Obligations due to Lender after application of all amounts received from the exercise
of the rights provided in this Agreement. Borrower and/or Guarantor shall be liable for a deficiency even if the transaction described
in this subsection is a sale of accounts or chattel paper.
I.
Other Rights and Remedies: Lender shall have all the rights and remedies of a secured creditor under the provisions of the UCC,
as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have
available at law, in equity or otherwise.
J.
Election of Remedies: Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced
by this Agreement, any related documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take
action to perform an obligation of Borrower under the Agreement, after Borrower’s failure to perform, shall not affect Lender’s
right to declare a default and exercise its remedies.
Loan # 1005093930 Borrower: NextNRG, Inc
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31.
CONSENT TO JURISDICTION AND VENUE. Borrower, each Guarantor and
Lender each consent to and agree that venue for all actions arising from or related to this Agreement or the Loan shall be in the
District Court in and for Salt Lake County, State of Utah. The parties hereto waive any objection which either may have based on
lack of jurisdiction or improper venue or forum non conveniens to any suit or proceeding instituted by either party under this
Agreement in any state or federal court with jurisdiction over Salt Lake County, State of Utah, and consent to the granting of such
legal or equitable relief as is deemed appropriate by such court.
32.
NO WAIVER BY LENDER. No delay or omission on the part of Lender in exercising any rights under this Agreement, any related guaranty
(including without limit the Guaranty) or applicable law shall operate as a waiver of such right or any other right. Waiver on any one
occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All Lender’s rights and remedies,
whether evidenced hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.
33.
ASSIGNMENT. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto;
provided, however, that Borrower and each Guarantor may not assign this Agreement or any rights or duties hereunder without Lender’s
prior written consent and any such assignment without Lender’s written consent shall be absolutely null and void. Lender’s
consent to an assignment by Borrower shall not release Borrower from its Obligations. Lender may assign this Agreement and its rights
and duties hereunder and no consent or approval by Borrower 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 Borrower’s business. To the extent that Lender assigns its rights and obligations hereunder to
another party, Lender thereafter shall be released from such assigned obligations to Borrower and such assignment shall affect a novation
between Borrower and such other party. NextNRG, Inc (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, 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 NextNRG, Inc (in its capacity as Servicer) or the applicable successor
servicer (if any). This Section 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).
34.
INTERPRETATION. Paragraph and section headings used in this Agreement are for convenience only and shall not affect the construction
or interpretation 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. On the contrary, this Agreement has been reviewed by all parties
hereto, having had the opportunity to consult legal counsel, and 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 or any other provision of this Agreement (or its application).
36.
NOTICES. Except as otherwise provided in this Agreement, notice under this Agreement must be in writing. Notice to Lender shall be
deemed received by Lender at the address sent forth on the first page of this Agreement by U.S. mail, postage prepaid, first-class mail;
in person; by registered mail; by certified mail; by nationally recognized overnight courier; or when sent by electronic mail. Any notice
directed to a party to this Agreement shall become effective upon the earliest of the following: (a) actual receipt by that party; (b)
delivery on a business day to the designated address of that party, addressed to that party; (c) if given by postage prepaid and registered
or certified, return receipt requested, three (3) days after deposit with the United States Postal Service, postage prepaid and registered
or certified, return receipt requested, addressed to that party at its designated address; or (d) electronic mail address in Lender’s
records. The designated address of a party described in the beginning of this Agreement shall be the address of that party, or such other
address as that party, from time to time, may specify by notice to the other parties.
Loan # 1005093930 Borrower: NextNRG, Inc
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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 in connection with this Agreement or any other agreement other than as required
by applicable law. Borrower shall at all times keep accurate and complete records of Borrower’s financial records, accounts and
Collateral. At Lender’s request, Borrower shall deliver to Lender: (a) schedules of accounts and general intangibles; and (b) such
other information regarding the Collateral as Lender shall request. Lender, or any of its agents or representatives, shall have the right
to call any telephone numbers that Borrower has provided or may provide in the future or otherwise in the 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
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, then Borrower consents to Lender sharing certain reasonable information about Borrower with such referring party for the purpose
of such referring party verifying and/or auditing loans made through such referring party’s referrals.
38.
GOVERNING LAW. The relationship between Borrower, Lender and any Guarantor, 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 the laws of the State of Utah 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. Borrower understands
and agrees that (a) Lender is located in Utah, (b) Lender makes all credit decisions from Lender’s office in Utah, (c) the Loan
is made in Utah (that is, no binding contract will be formed until Lender receives and accepts Borrower’s signed Agreement in Utah)
and (d) Borrower’s payments are not accepted until received by Lender in Utah.
39.
WAIVER OF NOTICES AND OTHER TERMS. Except for any notices provided
for in this Agreement, Borrower and any person who has obligations pursuant to this Agreement (e.g., each Guarantor), to the extent not
prohibited by applicable law, hereby waives demand, notice of nonpayment, notice of intention to accelerate, notice of acceleration,
presentment, protest, notice of dishonor and notice of protest. To the extent permitted by applicable law, Borrower, each Guarantor,
and any other Person who has obligations pursuant to this Agreement also agrees to the following: (a) Lender is not required to file
suit or show diligence in collecting the Obligations against Borrower, any Guarantor or any other Person who has obligations pursuant
to this Agreement, and Lender is not required to proceed against any specific Collateral at any specific time; (b) Lender may, but shall
not be obligated to, substitute, exchange or release any Collateral; (c) Lender may release any Collateral, or fail to realize upon or
perfect Lender’s security interest in any Collateral; (d) Lender may, but will not be obligated to, sue one or more Persons without
joining or suing others; and (e) 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). In connection with such amendment, modification or renewal, Lender may require that Borrower and Guarantor each
execute an Amendment and Modification Agreement to the Business Loan and Security Agreement, in the form to be provided by Lender.
40.
MONITORING, RECORDING AND ELECTRONIC COMMUNICATIONS. To ensure a high quality of service for
Lender’s customers, Borrower acknowledges and agrees that Lender may (a) monitor and/or record telephone calls between
Borrower and Lender’s employees, representatives or agents, and (b) communicate with Borrower electronically by
e-mail.
41.
JURY TRIAL WAIVER AND CLASS ACTION WAIVER. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER, EACH 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 THE 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. IF PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO LITIGATE IN ANY COURT PROCEEDING ANY CLAIM BY EITHER PARTY AGAINST
THE OTHER PARTY RELATED TO THIS AGREEMENT OR THE LOAN AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO
ACT AS A PRIVATE ATTORNEY IN GENERAL. THIS PROVISION SHALL SURVIVE ANY TERMINATION, AMENDMENT OR EXPIRATION OF THIS AGREEMENT OR THE
LOAN, OR ANY OTHER RELATIONSHIP BETWEEN THE PARTIES.
Loan # 1005093930 Borrower: NextNRG, Inc
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42.
CONFIDENTIALITY. Borrower and each Guarantor shall not make, publish or otherwise disseminate in any manner a copy of this Agreement
or make any public statement or description of the terms of this Agreement, except to (a) Borrower’s or any Guarantor’s subsidiaries
or affiliates, or potential investors in Lender or Lender’s subsidiaries, affiliates or related funds, and their respective employees,
directors, agents, attorneys, accountants and other professional advisors (collectively, “Representatives”); (b) to prospective
transferees, assignees, credit providers or purchasers of Lender’s interests under or in connection with this Agreement or any
transactions contemplated hereby; (c) as required by law, regulation, subpoena, or other order; (d) to Lender’s, Guarantor’s,
Borrower’s or Lender’s, Guarantor’s or Borrower’s subsidiaries or affiliates regulators or as otherwise required
or requested in connection with Lender’s, Guarantor’s, Borrower’s or any subsidiary of Borrower’s financial examination
or audit; (e) in connection with the exercise of remedies under the Agreement or any action or proceeding relating to this Agreement
or the enforcement of rights hereunder or thereunder; and (f) to third-party service providers of Lender.
43.
ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties with respect to the subject matter hereof and supersedes
any prior written or verbal communications or instruments relating thereto.
44.
COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement
and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed
and delivered shall be an original, and all of which together shall constitute one (1) instrument. In proving this Agreement, it shall
not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. All
parties to this Agreement agree that Lender may (but shall have no obligation to) accept any signature, contract formation or record-keeping
through electronic means, which shall have the same legal validity and enforceability as manual or paper-based methods, to the fullest
extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Utah Uniform
Electronic Transactions Act, or any similar state law based on the Uniform Electronic Transactions Act. Signatures and/or initials made
through DocuSign or similar technologies shall be deemed of acceptable form for manifesting such party’s affirmative assent.
45.
CUSTOMER SERVICE CONTACT INFORMATION. If you have questions or comments about your Loan, you may contact us at the address on the first page of this Agreement.
46.
GRANT OF LICENSE TO USE 1WORKFORCE PLATFORM.
Subject to Borrower’s compliance with this Agreement and the Terms of Use for the 1Workforce Platform, Lender grants Borrower
a nonexclusive, revocable, non-transferable, non-sublicensable, limited and royalty-free license to use the 1Workforce Platform (the
“License”). The License is effective solely for so long as any portion of the Loan is outstanding and remaining
due, and so long as an Event of Default has not occurred. The License is personal to Borrower, and no rights hereunder may be
transferred or assigned by Borrower to any Person without Lender’s express written consent. Lender may terminate the License
in its sole discretion without notice to Borrower or any other Person at any time after an Event of Default has occurred.
47.
THE GUARANTY. Each Guarantor, including each Secured Guarantor, personally, jointly and severally (if more than one), absolutely
and unconditionally guarantee the prompt payment and performance to Lender (including its successors and assignees) of any and all Obligations
incurred by Borrower (the “Guaranty”). Each Guarantor shall repay the Obligations on Lender’s demand, without
requiring Lender to first to enforce or pursue of the Obligations payment against Borrower or any specific Guarantor if more than one.
The Guaranty is a guarantee of payment and not of collection. The Guaranty is an absolute, unconditional, primary, and continuing obligation
for each Guarantor, and will remain in full force and effect until the first to occur of the following: all of the Obligations have been
indefeasibly paid and performed in full, and Lender has expressly terminated this Guaranty writing. Each Guarantor represents and warrants
that (a) it is a legal resident of the United States of America, or if a non-natural Person an entity formed, incorporated or organized
in the United States of America, and (b) neither Borrower, nor itself individually as Guarantor, intends to file for reorganization or
liquidation under the bankruptcy or reorganization laws of any jurisdiction within 6 months of the date hereof. Each Guarantor waives
all notices to which the Guarantor might otherwise be entitled to by applicable law, and each Guarantor also waives all defenses, legal
or equitable, otherwise available to such Guarantor. This Guaranty shall be construed in accordance with the laws of the State of Utah,
and shall inure to the benefit of Lender, its successors and assigns. In accordance with Section 41 and to the extent not prohibited
by applicable law, each of the undersigned Guarantors 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, the Agreement and all other documentation evidencing the Obligations, in any and all legal
actions or proceedings. 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 and agree to the Spousal Consent to Loan, attached as Exhibit B. So long as any of the Obligations remain unpaid
or undischarged 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. Each 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 any Guarantor,
and each Guarantor acknowledges that each 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 unpaid or undischarged or Lender has any obligation to make the Loan.
In the event any Guarantor shall receive any payment under or on account of such rights while any of the Obligations are outstanding,
it shall hold such payment as trustee for Lender, to be paid over to Lender on account of the Obligations but without reducing or affecting
in any manner the liability of Guarantor under the provisions of this Agreement, except to the extent the principal amount or other portion
of such outstanding Obligations shall have been reduced by such payment.
Loan # 1005093930 Borrower: NextNRG, Inc
Page 18
48.
CERTIFICATION AND SIGNATURES. By executing this Agreement or authorizing the individual signing or affirming below to execute on
its behalf, Borrower and each Guarantor certifies that Borrower and each Guarantor has received a copy of this Agreement and Borrower
and each Guarantor has read, understood and agreed to be bound by the Agreement’s terms. Each Person signing or affirming below
certifies that each Person is signing on behalf of the Borrower, the Guarantor(s), and/or in their individual capacity as indicated in
the Signature Page for Borrower and each Guarantor (and if Borrower is a sole proprietorship, in the capacity of the owner of such sole
proprietorship), and each individual executing this Agreement is authorized to execute this Agreement on behalf of Borrower and each
Guarantor (as applicable). Use of Proceeds Certification: As referred to in Section 3, by signing or affirming below, the
Borrower certifies, acknowledges and understands that the Loan proceeds shall be used solely for purchasing or acquiring specific products
or services, for the following purposes only: (a) specified merchandise, (b) insurance (but not self-insurance programs), (c) services
or equipment, (d) inventory or other specified goods, (e) loans to finance specified sales transactions, (f) public works projects or
educational services (e.g., training) and (g) other general working capital needs of the business of the Borrower. The Loan shall not
be used for personal, family, household or agricultural purposes.
49.
CONFESSIONS OF JUDGMENT. Borrower and Guarantor(s) shall, upon execution
of this Agreement, deliver to Lender an executed stipulation and confession of judgment (“Stipulation and Confession of Judgment”)
in favor of Lender in the amount of the Total Repayment Amount of the Loan. Upon the occurrence of an Event of Default, Borrower and
each Guarantor consent to the filing of the Stipulation and Confession of Judgment in any court in the State of Utah, and Borrower and
each Guarantor further consent to the entering, docketing, or domestication of any such judgment arising from or related to the Stipulation
and Confession of Judgment in any court in the State of Utah or any other court (state or federal) for the purpose of collecting any
such judgment.
50.
PATRIOT Act. To the undersigned’s knowledge, neither Borrower nor any Guarantor nor any of its respective constituents or affiliates,
is in violation of any laws relating to terrorism or money laundering, including without limitation, Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism, (as the same has been, or may hereafter be, renewed, extended, amended or replaced, the “Executive
Order”)’ and the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended by the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107 56, as the same has been, or
may hereafter be, renewed, extended, amended or replaced, the “PATRIOT Act” ). As used herein, “Anti-Terrorism
Laws” means any laws relating to terrorism or money laundering, including the Executive Order, the PATRIOT Act, the laws comprising
or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset
Control (as any of the foregoing laws may from time to time be renewed, extended, amended, or replaced).
Loan # 1005093930 Borrower: NextNRG, Inc
Page 19
Signature
Page
The
undersigned hereby, as a duly and appointed authorized agent of Borrower and each Secured Guarantor, and in each’s individual and
personal capacity as a Guarantor, affirm that each has read and understand the terms and conditions of, consent to, and agree to be bound
by, the attached Agreement and the attached Authorization Agreement.
Borrower:
/s/ Michael Farkas
04/27/2026
Signature of Authorized Officer of Borrower
Date
Michael
D. Farkas
CEO
Printed Name of Signer
Title of Signer
834260623
Tax ID of Borrower
Guarantor:
/s/ Michael
Farkas
04/27/2026
Signature of Guarantor, individually
Date
Michael D. Farkas
Printed Name of Signer
Secured Guarantor:
/s/ Michael Farkas
04/27/2026
Signature of Guarantor, individually
Date
Michael D. Farkas
CEO
Printed Name of Signer
Title of Signer
834260623
Tax ID of Borrower
[Notary
Page Follows]
For
Lenders Use Only: This Agreement has been received and accepted by Lender in Utah after being signed by Borrower and any Guarantor(s)
(including any Secured Guarantor(s)).
Lender:
/s/
Signature of Authorized Officer of Lender
Date
Venture
Debt. LLC
Printed Name of Signer
Title of Signer
Loan # 1005093930 Borrower: NextNRG, Inc
Page 20
Borrower
Definition Addendum to the Business Loan and Security Agreement dated: 04/24/2026
Lender
and Borrower hereby agree that “Borrower” is defined as follows:
Business
Name: NextNRG, Inc
Address:
407 Lincoln Rd, 9F Miami Beach, FL 33139
Tax
ID: 83-4260623
State
of Incorporation: Delaware
Business
Name: NextNRG Holding Corp
Address:
407 LINCOLN ROAD, SUITE 9F MIAMI BEACH, FL 33139
Tax
ID: ____________
State
of Incorporation: Nevada
Business
Name: NEXT NRG OPS, LLC
Address:
407 LINCOLN ROAD, STE 9F MIAMI BEACH, FL 33139
Tax
ID: NONE
State
of Incorporation: Delaware
Borrower:
NextNRG, Inc
Agreed to by:
/s/ Michael Farkas
(Signature), its:
_______________________________(Title)
Owner’s Name: Michael D. Farkas
LENDER:
Venture Debt. LLC
Agreed to by:
/s/
(Signature), its:
_______________________________(Title)
Stacking
Prohibited Addendum
This
addendum is made as of 04/24/2026 (the “Addendum”) to the Business Loan and Security Agreement between Venture Debt. LLC
(the “Lender”) and NextNRG, Inc ET AL SEE ADDENDUM (the
“Borrower”) dated 04/24/2026 (the “Agreement”).
Whereas,
Lender desires to add a Stacking Prohibited as follows; Borrower shall not enter into any cash advance that relates to or involves its
Future Receipts, or any loan agreement, with any party other than Lender where the interest rate on such loan is greater than ten percent
(10%) for the duration of this Agreement; notwithstanding the foregoing, the following shall be excluded from the foregoing prohibition
in all events: (a) bank loans; (b) bank financing arrangements; and (c) any other financing arrangement, that enables Borrower to pay
the Total Repayment Amount to Lender and the Total Repayment Amount is paid to Lender in conjunction with the closing of such financing
prior to the release of any funds to the Borrower. Lender may share information regarding this Agreement with any third party in order
to determine whether Borrower is in compliance with this provision.
Borrower
agrees to this Stacking Prohibited addendum to the Agreement, and fully understands that breach of the Stacking Prohibited provision
shall constitute an Event of Default.
By
signing this Addendum, Borrower agrees and fully understands that in the event Borrower breaches the Stacking Prohib-ited provision,
Lender fully reserves its rights to immediately exercise its rights at law and equity as provided in the Agreement and impose an additional
fee equaling ten (10) percent of the Loan Amount.
IN
WITNESS WHEREOF, each of the undersigned has executed, or has caused to be executed, this Addendum as of the date first written above.
Borrower:
NextNRG, Inc ET AL SEE ADDENDUM
Agreed to by:
/s/ Michael Farkas
(Signature), its:
_______________________________(Title)
Owner’s Name: Michael D. Farkas
Lender:
Venture Debt. LLC
Agreed to by:
/s/
(Signature), its:
_______________________________(Title)
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Apr. 27, 2026
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