Twin Vee PowerCats, Co.

WHEREAS: (a) On April 7, 2026, the Company filed with the Secretary of State of the State of Delaware (the “DE Secretary of State”) a Certificate of Conversion (the “DE Certificate of Conversion”), (b) on April 9, 2026, the Company filed with the Secretary of State of the State of Nevada (the “NV Secretary of State”) Articles of Conversion/Exchange/Merger (the “NV Certificate of Conversion” and, together with the DE Certificate of Conversion, the “Conversion Certificates”), in each case, which purported to give effect to the conversion of the Company from a Delaware corporation to a Nevada corporation (the “Reincorporation”), and (c) on April 9, 2026, the Company filed with the NV Secretary of State, Articles of Incorporation (the “NV Articles”) which purported to reflect the incorporation of the Company in Nevada.

WHEREAS: Prior to the filing of the Conversion Certificates and the NV Articles, (a) the Conversion Certificates and the NV Articles were approved and declared advisable by the Board at a duly called and convened meeting thereof, (b) the conversion of the Company from Delaware to Nevada was submitted to the Company’s stockholders for approval thereof at the Company’s annual meeting of stockholders held on December 4, 2025 (the “2025 Annual Meeting”), and (c) approximately 19.5% of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), entitled to vote thereon at the 2025 Annual Meeting voted “FOR” the conversion at the 2025 Annual Meeting.

WHEREAS: Following Board approval thereof, on April 30, 2026, the Company filed with the NV Secretary of State a Certificate of Change Pursuant to NRS 78.209 (the “NV Articles Amendment”), which purported to effect a 1-for-37 reverse stock split (the “Reverse Stock Split”) of the Common Stock.

WHEREAS: Because the Reverse Stock Split did not require stockholder approval under Nevada law, the Reverse Stock Split was not presented by the Board to the Company’s stockholders for approval prior to implementation thereof.

WHEREAS: In connection with the Company’s preparation for the closing of the transactions contemplated by that certain Agreement and Plan of Merger that the Company entered into with USFM Corporation on July 12, 2026 (the “USFM Merger Agreement”), the Company identified an error in the Company’s previous understanding (based on advice of prior outside counsel) of the applicable Delaware stockholder voting standard required to approve the Reincorporation.

**WHEREAS:**As a result of identifying such inaccuracy in the Delaware voting standards applicable to the Reincorporation, a question was raised regarding the validity of the filing and the effectiveness of the Conversion Filings, the NV Articles, the NV Articles Amendment, and the Reverse Stock Split.

WHEREAS: In light of the foregoing, the Board has determined that (a) the Conversion Certificates, NV Articles, and purported Reincorporation shall not be ratified, but rather shall be corrected and withdrawn to restore the Company’s status as a Delaware corporation, (b) the Reverse Stock Split and the Specified Stock Issuances (as defined below) may constitute defective corporate acts (as defined in Section 204(h) of the DGCL) and, subject to the filing and effectiveness of the Conversion Certificates, shall be ratified pursuant to Section 204 of the DGCL as acts of the Company while a Delaware corporation, (c) the Company shall file a Certificate of Correction in the State of Delaware to withdraw the DE Certificate of Conversion, and (d) the Company shall file a Certificate of Dissolution/Withdrawal Profit Corporation and a Certificate of Correction with the NV Secretary of State to revoke the previously-filed defective Articles of Conversion/Exchange/Merger and Articles of Incorporation (the ratification of the Reverse Stock Split and the Specified Stock Issuances, together with the correction and withdrawal of the Conversion Certificates and NV Articles, collectively, the “Ratification”).

APPENDIX A -1

**WHEREAS:**Any claim that any defective corporate acts referenced herein being ratified under Section 204 of the DGCL is void or voidable due to the failure(s) of authorization, or that the Delaware Court of Chancery should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL should not be effective or be effective only on certain conditions, must be brought within 120 days from the validation effective time (which in the case of the ratification of the Reverse Stock Split shall be the date on which the Certificate of Validation in respect of the Reverse Stock Split (the “Certificate of Validation”) is filed with the DE Secretary of State and becomes effective in accordance with the DGCL and in the case of the other defective corporate acts ratified by the Board hereby (including the Specified Stock Issuances) shall be the date these resolutions have been duly approved and adopted by the Board).

NOW, THEREFORE, IT IS RESOLVED: That the Board hereby approves and declares advisable and in the best interests of the Company and its stockholders to approve the Certificate of Correction in the form attached hereto as Exhibit A, with any changes or modifications approved by any officer of the Company, such approval to be conclusively evidenced by the filing of such Certificate of Correction with the DE Secretary of State, which Certificate of Correction will render null and void the DE Certificate of Conversion filed with the DE Secretary of State on April 7, 2026.

RESOLVED FURTHER: That the filing of the Certificate of Correction with the DE Secretary of State is warranted because the Certificate of Conversion is an inaccurate record of corporate action, in that it certifies that the Conversion was approved in accordance with the DGCL.

RESOLVED FURTHER: That the Board hereby determines that it is advisable and in the best interests of the Company and its stockholders to approve the ratification of the defective corporate acts described in the above recitals pursuant to the common law doctrine of ratification and Section 204 of the DGCL, in each case, to the fullest extent permitted by law.

RESOLVED FURTHER: That, subject to the filing and effectiveness of the Certificate of Correction with the DE Secretary of State, the ratification of Reverse Stock Split pursuant to Section 204 of the DGCL and the common law doctrine of ratification be, and hereby is, approved, adopted, confirmed, and ratified in all respects.

RESOLVED FURTHER: That the failure of authorization in respect of the Reverse Stock Split that is being ratified hereby was the failure of the Company to approve the Reverse Stock Split in accordance with the laws applicable to the Company at the time the Reverse Stock Split was approved.

**RESOLVED FURTHER:**That the Board hereby approves and declares advisable the filing of a Certificate of Validation in substantially the form attached hereto as Exhibit B (the “Certificate of Validation”), with any changes thereto approved by any officer of the Company, such approval to be conclusively evidenced by the filing of the Certificate of Validation with the DE Secretary of State, in accordance with Sections 204(e) and 103 of the DGCL, which Certificate of Validation shall contain all information required to be included pursuant to Section 204(e) of the DGCL and shall include as an exhibit thereto and part thereof a Certificate of Amendment containing all of the information required to be included under Section 242 of the DGCL to give effect to the Reverse Stock Split.

FURTHER RESOLVED, that the Certificate of Amendment attached as an exhibit to the Certificate of Validation, which certificate will contain all of the information required to be included under Section 242 of the DGCL to give effect to the Reverse Stock Split, shall be deemed to have become effective as of May 4, 2026, at 12:01 a.m. Eastern Time.

RESOLVED FURTHER: That, subject to the approval of the ratification of the Reverse Stock Split by the requisite vote of the holders of Common Stock entitled to vote thereon as further described herein, the officers of the Company be, and each hereby is, authorized, empowered and directed, for and on behalf of the Company, to execute and file or cause to be filed with the Secretary of State the Certificate of Validation and any other applicable certificate of validation in respect of the ratification of each such act, with each such certificate containing such information and being in such form as is prescribed by Section 204 of the DGCL, in each case, with any changes thereto approved by any officer of the Company, such approval to be conclusively evidenced by the filing of such certificates with the DE Secretary of State.

APPENDIX A -2

RESOLVED FURTHER: That, at any time before the validation effective time (as defined in DGCL Section 204(h)) with respect to the ratification of the Reverse Stock Split contemplated hereby, the Board may abandon such ratification (including any filing of a Certificate of Validation or related charter filing), before or after any stockholder approval thereof, without further action by the Company’s stockholders, to the fullest extent permitted by law.