Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On April 1, 2026, CitroTech Inc. (the "Company") entered into a Transition Agreement (the "Transition Agreement") with Stephen Conboy, pursuant to which Mr. Conboy transitioned from his role as the Company's Chief Technology Officer to an outside advisor to the Company's Chief Executive Officer. The Transition Agreement provides for a 90-day transition period beginning March 31, 2026 and ending June 30, 2026 (the "Transition Period").

During the Transition Period, Mr. Conboy will not participate in the Company's internal management or day-to-day operations and will not have authority to bind the Company, and he will assist with transitioning relationships and delivering information regarding inventions in development. In consideration of Mr. Conboy's compliance with the Transition Agreement, the Company will pay Mr. Conboy $10,000 per month during the Transition Period and reimburse pre-approved out-of-pocket expenses. The Company will also advance up to $200,000 worth of specified products.

Following the Transition Period, the Transition Agreement provides Mr. Conboy an exclusive right to sell specified Company products and systems within a defined geographic carve-out area near North Lake Tahoe, South Lake Tahoe and Truckee, California, subject to minimum annual gross sales thresholds ($500,000 in 2026 and $2,000,000 in 2027 and thereafter) and the Company's audit rights. The Transition Agreement further provides that, following the Transition Period, Mr. Conboy may purchase specified products from the Company at preferred pricing.

The Transition Agreement also includes certain equity-related provisions, including that upon the Company closing outside financing of at least $10,000,000, the Company may elect to purchase, or register for resale, up to $1,000,000 of Mr. Conboy's existing shares of Company common stock, and provides limitations on Mr. Conboy's post-transition share sales and ownership. In addition, beginning December 1 of the year the Company exceeds $10,000,000 in gross revenue (and annually thereafter) until a $7,500,000 royalty is satisfied, the Company will deliver to Mr. Conboy $1,500,000 worth of restricted common shares, subject to offsets for prior product advances and ownership limitations. The parties also agreed to negotiate in good faith with an entity controlled by Mr. Conboy a post-transition affiliate agreement that contemplates a commission on certain net sales within a defined territory.

The Transition Agreement includes a broad release of claims by Mr. Conboy and contains confidentiality, non-disclosure, restrictive covenant, and non-disparagement provisions, as well as provisions permitting suspension or cessation of compensation upon breach and specified remedies, including liquidated damages in certain circumstances.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.