Fly-E Group Inc

1. Subject to the approval of the Company’s stockholders, effective as of the Amendment Effective Date, Section 4.1 of the Plan is hereby amended in its entirety to read as follows:

“Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2 and Section 4.3(c), and subject to adjustment pursuant to Article 16, the maximum aggregate number of shares of Stock reserved for issuance under the Plan shall be the sum of (A) 3,700,000, plus (B) an increase commencing on April 1, 2026, and continuing annually on each anniversary thereof until the tenth anniversary of the Effective Date, equal to the lesser of (i) 8% of the total number of all classes of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Stock as determined by the Board or the Committee (the “Share Limit”). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and a maximum of 3,700,000 the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options.”

This Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Plan, subject to the approval of the Company’s stockholders. Unless and until the Company’s stockholders approve this Amendment, this Amendment shall be of no force or effect.

Except as specifically set forth in this Amendment, there are no other amendments to the Plan, and the Plan shall remain in full force and effect.

Appendix B

OF

OF

Fly-E Group, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: