Hammer Joseph D bought XPON

Footnotes

The Reporting Person served as the Chief Executive Officer of Expion Energy, Inc. (the "Company") through the Transaction Date, and continues to serve as the Chairman of the Board of Directors of the Company.; Subject to the Company receiving shareholder approval and filing the Certificate of Designation, the 8% Convertible Debenture Due August 21, 2029 (the "Convertible Debenture") will automatically convert into shares of the Company's Series A-1 8% Convertible Preferred Stock (the "Preferred Conversion Shares") based on a stated value of $1,000 per share, resulting in the issuance of up to 4,500 Preferred Conversion Shares. The Preferred Conversion Shares may subsequently be converted into 1,058,609 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), based on an initial conversion price of $4.25 per share, subject to adjustment as set forth in the Certificate of Designation. The Convertible Debenture, as well as the Preferred Conversion Shares issuable upon conversion thereof, is subject to a beneficial ownership limitation of 9.99% of the outstanding shares of Common Stock.; The maturity date of the Convertible Debenture is August 21, 2029.; The Derivative Securities are held by Five Narrow Lane LP ("FNL"). The Reporting Person may be deemed to beneficially own the Derivative Securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934.