RenX Enterprises Corp.

PROPOSAL 5

THE ADDITIONAL APRIL NOTE CONVERSION PROPOSAL

Our Common Stock is listed on the Nasdaq Capital Market, and, as such, we are subject to the applicable rules of Nasdaq, We are seeking stockholder approval of the Initial April Note and Second April Note Conversion Proposal in order to comply with Nasdaq Listing Rule 5635.

Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions other than a public offering involving the sale or issuance by the issuer of Common Stock (or securities convertible into or exercisable for Common Stock) equal to 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance for a price that is less than Minimum Price, regardless of whether such shares are issued to one person or group or are more widely distributed.

As discussed above, in connection with the April Private Placement, upon issuance, the Additional Notes will be convertible into shares of our Common Stock at the Initial April Conversion Price of $2.895 per share, without the need to obtain stockholder approval of such conversions as the Additional April Notes will be, together with the Additional Warrants, sold and at a price equal to the Minimum Price. However, as discussed in further detail, above, the Additional April Notes contain certain adjustment provisions that may result in the reduction of the conversion price thereof to a price that would cause such sales to fall below the Minimum Price under Nasdaq rules. The issuance of Common Stock upon the conversion of the Additional April Notes at the Alternate Conversion Price (which will not fall below the Floor Price of $0.534) prior to obtaining stockholder approval of the decrease in the conversion price would result in the Company issuing more than 20% of the amount of Common Stock issued and outstanding prior to the execution of the April Purchase Agreement at a price below the Minimum Price in the April Private Placement.

In connection with the execution of the April Purchase Agreement, we agreed to hold a meeting of stockholders to obtain the consent of the stockholders of the Company pursuant to Nasdaq Listing Rule 5635(d) for the issuance of all shares of our Common Stock that are issuable pursuant to the Additional April Notes, including the Additional April Conversion Shares that would be issuable if the conversion price were adjusted to the Floor Price.

Accordingly, in accordance with Nasdaq Rule 5635(d), in this Proposal 5, we are seeking stockholder approval of the issuance of an aggregate of up to 179,213,485 Additional April Conversion Shares upon the conversion of the Additional April Notes that may be issued at Additional Closings pursuant to the April Purchase Agreement, in the aggregate principal amount of up to $87,000,000, assuming the conversion price of the Additional April Notes is reduced to the Floor Price and that all such Additional April Notes accrue interest at 10% for 12 months.

By approving the issuance of up to an aggregate of 179,213,485 shares of Common Stock upon conversion of the Additional April Notes at the Floor Price, stockholders are also approving the adjustment terms to the conversion price of the Additional April Notes from the Initial Conversion Price to the Alternate Conversion Price, including the reduction to the applicable conversion price down to the Floor Price, in accordance with the terms of the Additional April Notes. Because the Alternate Conversion Price of the Additional April Notes is not fixed (provided that it may not fall below the Floor Price), the number of shares of Common Stock that will actually be issued upon the conversion of the Additional April Notes, if any, cannot be ascertained at this time. We cannot predict if, or the extent to which, the holders of the Additional April Notes will convert their Additional April Notes into Common Stock.

If this Proposal 5 is not approved by our stockholders, the Additional April Notes that may be issued will still be convertible at the Initial April Conversion Price; however, the conversion price will not be able to be adjusted to allow for the conversion of the Additional April Notes at the Alternate Conversion Price. In order to comply with Nasdaq Listing Rule 5635(d) and permit the adjustment of the conversion price of the Additional April Notes to be issued from time to time upon the mutual consent of the Company and the PIPE investors to below the Minimum Price, our stockholders must approve this Proposal 5.

Our Board is not seeking the approval of our stockholders to authorize our entry into or consummation of the April Private Placement and the transaction described under “The April 2026 Private Placement,” above, as the transaction has already been completed. Our Board is also not seeking approval of our stockholders to authorize the conversion of the Additional April Notes at the Initial April Conversion Price or the exercise of the April Warrants, including the

issuance of the shares of Common Stock issuable upon conversion or exercise thereof, respectively, as the Additional April Notes at the Initial April Conversion Price and the April Warrants will be sold and issued at a price equal to the Minimum Price (as determined under Nasdaq rules), and stockholder approval is therefore not required with respect thereto.

We are solely seeking stockholder approval under this Additional April Note Conversion Proposal (Proposal 5) to comply with Nasdaq Listing Rule 5635(d) and to authorize the adjustment of the conversion price to the Alternate Conversion Price (not to fall below the Floor Price), including the issuance of the Additional April Conversion Shares that would result from the adjustment of the conversion price of the Additional April Notes to the Alternate Conversion Price.

Potential Consequences if this Additional April Note Conversion Proposal is Not Approved

This Additional April Note Conversion Proposal relates only to the conversion of the Additional April Notes at the Alternate Conversion Price. The failure of our stockholders to approve this Additional April Note Conversion Proposal will mean that (i) we would be unable to issue the Additional April Conversion Shares in full based on the Floor Price, as contemplated by the terms of the April Notes, (ii) we would likely be unable to complete Additional Closings and take full advantage of the opportunity to raise additional capital pursuant to the April Purchase Agreement, and (iii) we may incur substantial additional costs and expenses. Additionally, in the event that the applicable conversion price of the Additional April Notes is higher than the market price of our Common Stock, it is unlikely that the holders of the Additional April Notes will elect to convert their notes into shares of our Common Stock, which would mean that we would be required to utilize cash on hand to repay the Additional April Notes in full on the maturity date. This would deplete our cash reserves and take away from working capital that we could use to aid in the development and growth of our business.

The Initial April Note and Second April Note Proposal (Proposal 4, above) relates only to the conversion of any Initial April Notes that are outstanding or Second April Notes that may be issued in the future at the Alternate Conversion Price, and is separate and apart from this Additional April Note Proposal (Proposal 5).

As discussed above, in connection with the April Private Placement and the Initial Closing, we agreed to hold a meeting of stockholders no later than sixty (60) days after the date of the Initial Closing for the purpose of obtaining stockholder approval of the matters contemplated by Proposals 4 and 5. If we do not receive the approvals contemplated in both of Proposals 4 and 5 and within 180 days of the date of the Initial Closing, then we will be contractually required to bring this matter for a stockholder vote within 120 days thereafter. Accordingly, if our stockholders do not approve the Initial April Note and Second April Note Conversion Proposal or the Additional April Note Conversion Proposal, we will likely be required to hold one or more additional special meetings of stockholders. The costs and expenses associated with holding such meetings could materially and adversely impact our ability to fund our business and our financial condition. It may also discourage future investors from engaging in future financings with us.

Potential Adverse Effects of the Approval of the Initial April Note and Second April Note Conversion Proposal

If this Additional April Note Conversion Proposal is not approved, and the conversion price remains at $2.895 per share, assuming (i) that the full $87.0 million in Additional April Notes are sold and issued pursuant to the April Purchase Agreement, and (ii) and that all such Additional April Notes accrue interest at 10% for 12 months, the conversion of the Additional April Notes would result in the issuance of up to 33,056,996 shares of our Common Stock. If this Additional April Note Conversion Proposal is approved and the conversion price of the Additional April Notes is lowered to the Floor Price, assuming (i) the full adjustment of the Additional April Conversion Price to the Floor Price of $0.534 per share, (ii) that the full $87.0 million in Additional April Notes are sold and issued pursuant to the April Purchase Agreement, and (iii) and that all such Additional April Notes accrue interest at 10% for 12 months, the conversion of the Additional April Notes would result in the issuance of up to 179,213,485 shares of our Common Stock. Accordingly, approval of this Additional April Note Conversion Proposal could result in the issuance of up to an additional 146,156,489 shares of Common Stock upon conversion of the Additional April Notes. In that case, the ownership interest of our existing stockholders would be correspondingly reduced.

If the Additional April Note Conversion Proposal is approved, existing stockholders will suffer dilution in their ownership interests in the future upon the issuance of additional shares of Common Stock resulting from the decrease in the Initial Conversion Price of the Additional April Notes upon the conversion of the Additional April Notes. In addition, the sale into the public market of these additional shares of Common Stock resulting from the decrease in the Initial Conversion Price could materially and adversely affect the market price of our Common Stock.

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be required to approve this Proposal 5. Abstentions, which are considered present and entitled to vote on this matter, will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on this proposal because it is a non-routine matter for which they are not entitled to vote without instructions on how to vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS ADDITIONAL APRIL NOTE CONVERSION PROPOSAL