Form 8-K

8-K — Bimergen Energy Corp

Accession: 0001493152-26-021523

Filed: 2026-05-06

Period: 2026-04-30

CIK: 0001066764

SIC: 4911 (ELECTRIC SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported): April 30, 2026

BIMERGEN

ENERGY CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-43138

93-3419812

(State

or Other Jurisdiction of

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

895

Dove Street. Suite 300

Newport

Beach, California

92660

(Address

of Principal Executive Offices)

(Zip

Code)

(855)

946-0154

(Registrant’s

Telephone Number, Including Area Code)

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

BESS

NYSE

American LLC

Common

Stock Purchase Warrants

BESSWS

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

April 30, 2026, Bimergen Energy Corporation (“Bimergen”) Compensation Committee entered into amendments of its employment

agreements with Robert J. Brilon as Co-Chief Executive Officer and Chief Financial Officer (the “Brilon Agreement”)

and Cole W. Johnson as Co-Chief Executive Officer and President (the “Johnson Agreement”) effective April 1, 2026.

The

Brilon Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Brilon’s

base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Brilon has

performance bonuses that Mr. Brilon can earn with the achievement of certain milestones. The term of the agreement is five years and

will automatically renew for a one year period if it is not terminated earlier.

The

Johnson Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Johnson’s

base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Johnson

has performance bonuses that Mr. Johnson can earn with the achievement of certain milestones. The term of the agreement is five years

and will automatically renew for a one year period if it is not terminated earlier.

The

foregoing descriptions of the Brilon Agreement and Johnson Agreement are not intended to be complete and are qualified in its entirety by

reference to the Employment Agreement Amendments attached hereto as Exhibit 10.1 and 10.2 respectively and incorporated by reference

into this Item 5.02.

Section

9 – Financial Statements and Exhibits

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

Exhibit

Description

10.1

Robert Brilon Employment Agreement dated April 30, 2026

10.2

Cole W. Johnson Employment Agreement dated April 30, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

BIMERGEN

ENERGY CORPORATION

Date:

May 6, 2026

By:

/s/

Robert J. Brilon

Name:

Robert

J. Brilon

Title:

Co-Chief

Executive Officer and Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Executive

Employment Agreement

Robert

J Brilon

Dated

as of April 30, 2026

This

Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”)

is entered into by and between Bimergen Energy Corporation, a Delaware corporation (the “Company”) and Robert J Brilon

(the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually

as a “Party”.

WHEREAS,

the Company now desires to employ the Executive as the Co-Chief Executive Officer and Chief Financial Officer of the Company and the

Executive desires to serve in such capacities on behalf of the Company, in each case subject to the terms and conditions herein;

NOW,

THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

Section

1. Employment.

(a) Term.

The term of this Agreement (the “Initial Term”) shall begin as of the Effective

Date and shall end on the earlier of (i) the fifth (5th) annual anniversary of

the Effective Date and (ii) the time of the termination of the Executive’s employment

in accordance with Section 3. The Initial Term and any Renewal Term (as defined below) shall

automatically be extended for one or more additional terms of one (1) year each (each a “Renewal

Term” and together with the Initial Term, the “Term”), unless either the

Company or Executive provides notice to the other Party of their desire to not so renew the

Initial Term or Renewal Term (as applicable) with at least thirty (30) days’ written

notice prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.

Executive’s employment with the Company shall be “at will,” meaning that

either Executive or the Company may terminate Executive’s employment at any time and

for any reason, subject to Section 3. Any contrary representations that may have been made

to Executive are superseded by this Agreement.

(b) Duties.

The Company hereby appoints Executive, and Executive shall serve, as the Co-Chief Executive

Officer and Chief Financial Officer of the Company and shall report to the Board of Directors

of the Company (the “Board”) and to such other persons as designated by the Board.

The Executive shall have such duties and responsibilities as are consistent with Executive’s

position with the Company. In addition, the Executive shall perform all other duties and

accept all other responsibilities incident to such position as may reasonably assigned to

Executive by the Board. The Executive will perform the duties remotely and also may hold

other director and executive positions.

Section

2. Compensation and Other Benefits. As compensation for the services to be rendered hereunder, during the Term the Company shall

pay to the Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2.

(a) Base

Salary. The Company shall pay to the Executive an annual base salary of $425,000, payable

on a monthly basis commencing on the Effective Date (as the same may be adjusted herein,

the “Base Salary”). The Base Salary shall be paid in accordance with the Company’s

payroll policies and accrue from April 1, 2026.

(b) Option

Issuance. The Executive shall be eligible to receive any performance and discretionary

bonuses as determined by the Compensation Committee and Board.

The Executive shall be eligible to receive any performance and discretionary bonuses as determined

by the Compensation Committee and Board.

(d) Fringe

Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent

with the practices of the Company, and to the extent the Company provides similar benefits

to the Company’s executive officers.

(e) Business

Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary

out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection

with the performance of Executive’s duties hereunder and in accordance with the Company’s

expense reimbursement policies and procedures.

(f) D&O

Insurance. Executive shall have the exclusive option to obtain Directors & Officers

Insurance (“D&O Insurance”) and the Company shall reimburse Executive for

D&O Insurance if the Company does not have D&O insurance that covers the Executive.

Section

3. Termination.

(a) Definition

of Cause. For purposes hereof, “Cause” shall mean:

(i) a

violation of any material written rule or policy of the Company for which violation any employee

may be terminated pursuant to the written policies of the Company reasonably applicable to

an executive employee;

(ii) misconduct

by the Executive to the material detriment of the Company;

(iii) the

Executive’s conviction (by a court of competent jurisdiction, not subject to further

appeal) of, or pleading guilty to, a felony;

(iv) the

Executive’s gross negligence in the performance of Executive’s duties and responsibilities

to the Company as described in this Agreement; or

(v) the

Executive’s material failure to perform Executive’s duties and responsibilities

to the Company as described in this Agreement (other than any such failure resulting from

the Executive’s incapacity due to physical or mental illness or any such failure subsequent

to the Executive being delivered a notice of termination without Cause by the Company or

delivering a notice of termination for Good Reason to the Company), in either case after

written notice from the Board to the Executive of the specific nature of such material failure

and the Executive’s failure to cure such material failure within 10 days following

receipt of such notice.

(b) Definition

of Good Reason. For purposes hereof, “Good Reason” shall mean:

(i) at

any time following a Change of Control (as defined below), a material diminution by the Company

of compensation and benefits (taken as a whole) provided to the Executive immediately prior

to a Change of Control;

(ii) a

reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board

reduction in salaries of management personnel; or

(iii) a

material breach by the Company of any of the terms and conditions of this Agreement which

the Company fails to correct within 10 days after the Company receives written notice from

Executive of such violation.

of Change of Control. A “Change of Control” shall be deemed to have occurred

if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities

representing more than 50% of the combined voting power of the Company is acquired by any

“person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than

the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities

under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company

with or into another corporation where the shareholders of the Company, immediately prior

to the consolidation or merger, would not, immediately after the consolidation or merger,

beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, shares representing in the aggregate 50% or more of the combined voting power

of the securities of the corporation issuing cash or securities in the consolidation or merger

(or of its ultimate parent corporation, if any) in substantially the same proportion as their

ownership of the Company immediately prior to such merger or consolidation, or (iii) the

sale or other disposition of all or substantially all of the Company’s assets to an

entity, other than a sale or disposition by the Company of all or substantially all of the

Company’s assets to an entity, at least 50% of the combined voting power of the voting

securities of which are owned directly or indirectly by shareholders of the Company, immediately

prior to the sale or disposition, in substantially the same proportion as their ownership

of the Company immediately prior to such sale or disposition.

(d) Termination

by the Company. The Company may terminate the Term and Executive’s employment hereunder

at any time, with or without Cause, subject to the terms and conditions herein.

(i) For

Cause. In the event that the Company terminates the Term or Executive’s employment

hereunder with Cause, then in such event, subject to Section 3(i), (i) the Company shall

pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed

expenses, pursuant to the terms of Section 2(e), incurred by the Executive in each case through

the termination date, and each of which shall be paid within 10 days following the termination

date; (ii) any unvested portion of any equity granted to Executive hereunder or under the

Award Agreement or any other agreements with the Company (collectively, the “Equity

Grants”) shall immediately be forfeited as of the termination date without any further

action of the Parties; and (iii) all of the Parties’ rights and obligations hereunder

shall thereafter cease, other than such rights or obligations which arose prior to the termination

date or in connection with such termination, and subject to Section 15.

(ii) Without

Cause. In the event that the Company terminates the Term or Executive’s employment

hereunder without Cause, then in such event, subject to Section 3(i), (i) the Company shall

pay to Executive any Base Salary, bonuses, and benefits then owed or accrued, and any unreimbursed

expenses incurred by the Executive in each case through the termination date, and each of

which shall be paid within 10 days following the termination date; (ii) the Company shall

pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been

paid to Executive for the remainder of the Initial Term (if such termination occurs during

the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as

applicable, which shall be paid within 10 days following the termination date; (iii) any

Equity Grant already made to Executive shall, to the extent not already vested, be deemed

automatically vested; and (iv) all of the Parties’ rights and obligations hereunder

shall thereafter cease, other than such rights or obligations which arose prior to the termination

date or in connection with such termination, and subject to Section 15.

(e) Termination

by the Executive. The Executive may terminate the Term and resign from Executive’s

employment hereunder at any time, with or without Good Reason.

(i) With

Good Reason. In the event that Executive terminates the Term or resigns from Executive’s

employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and

Executive shall, subject to Section 3(i), be entitled to such benefits (including without

limitation any vesting of unvested shares under any Equity Grant), that would have been payable

to Executive or which Executive would have received had the Term and Executive’s employment

been terminated by the Company without Cause pursuant to Section 3(d)(ii).

(ii) Without

Good Reason. In the event that Executive terminates the Term or resigns from Executive’s

employment hereunder without Good Reason, the Company shall pay to Executive the amounts,

and Executive shall be entitled, subject to Section 3(i), to such benefits (including without

limitation any vesting of unvested shares under any Equity Grant), that would have been payable

to Executive or which Executive would have received had the Term and Executive’s employment

been terminated by the Company with Cause pursuant to Section 3(d)(i).

(f) Termination

by Death or Disability. In the event of the Executive’s death or total disability

(as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during

the Term, the Term and Executive’s employment shall terminate on the date of death

or total disability. In the event of such termination, the Company’s sole obligations

hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary,

accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata

bonus for the year of termination based on the Executive’s target bonus for such year

and the portion of such year in which the Executive was employed, and reimbursement of expenses

pursuant to the terms hereon through the effective date of termination, each of which shall

be paid within 10 days following the date of the Executive’s termination, and any unvested

portion of any Equity Grants shall immediately be forfeited as of the termination date without

any further action of the Parties.

(g) Non-Renewal.

In the event that the Term is not renewed by the Company pursuant to the provisions of Section

1(a), any unvested portion of any Equity Grants shall immediately vest as of the expiration

of the Term without any further action of the Parties. In the event that the Term is not

renewed by the Executive pursuant to the provisions of Section 1(a), any unvested portion

of any Equity Grants shall immediately be forfeited as of the expiration of the Term without

any further action of the Parties.

(h) Change

of Control. In the event that a Change of Control occurs during the Term, any unvested

portion of any Equity Grants shall, to the extent not already vested, be deemed automatically

vested immediately without any further action of the Parties.

(i) Conflict.

In the event of a conflict between the terms and conditions herein and those in any other

agreement or contract between the Company and the Executive with respect to any Equity Grants

granted to Executive, the terms and conditions of such other agreement or contract shall

control.

Section

4. Payments.

(a) Anything

in this Agreement to the contrary notwithstanding, if it is determined that any payment or

benefit provided to the Executive under this Agreement or otherwise, whether or not in connection

with a Change of Control (a “Payment”), would constitute an “excess parachute

payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as

amended (the “Code”), such that the Payment would be subject to an excise tax

under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the

Executive an additional amount (the “Gross-Up Payment”) such that the net amount

of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and

any federal, state and local income and employment tax on the Gross-Up Payment, shall be

equal to the Excise Tax due on the Payment and any interest and penalties in respect of such

Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall

be deemed to pay federal income tax and employment taxes at the highest marginal rate of

federal income and employment taxation in the calendar year in which the Gross-Up Payment

is to be made and state and local income taxes at the highest marginal rate of taxation in

the state and locality of Executive’s residence (or, if greater, the state and locality

in which Executive is required to file a nonresident income tax return with respect to the

Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum

reduction in federal income taxes that may be obtained from the deduction of such state and

local taxes.

(b) All

determinations made pursuant to Section 4(a) shall be made by the Company which shall provide

its determination and any supporting calculations (the “Determination”) to the

Executive within thirty days of the date of the Executive’s termination or any other

date selected by the Executive or the Company. Within ten calendar days of the delivery of

the Determination to the Executive, the Executive shall have the right to dispute the Determination

(the “Dispute”). The existence of any Dispute shall not in any way affect the

Executive’s right to receive the Gross-Up Payments in accordance with the Determination.

If there is no dispute, the Determination by the Company shall be final, binding and conclusive

upon the Executive, subject to the application of Section 4(c). Within ten days after the

Company’s determination, the Company shall pay to the Executive the Gross-Up Payment,

if any. If the Company determines that no Excise Tax is payable by the Executive, it will,

at the same time as it makes such Determination, furnish Executive with an opinion that the

Executive has substantial authority not to report any Excise Tax on Executive’s federal,

state, local income or other tax return. The Company agrees to indemnify and hold harmless

the Executive of and from any and all claims, damages and expenses resulting from or relating

to its determinations pursuant to this Section 4(b), except for claims, damages or expenses

resulting from the gross negligence or willful misconduct of the Company.

a result of the uncertainty in the application of sections 4999 and 280G of the Code, it

is possible that the Gross-Up Payments either will have been made which should not have been

made, or will not have been made which should have been made, by the Company (an “Excess

Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is

established pursuant to (A) a final determination of a court for which all appeals have been

taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue

Service (the “IRS”) proceeding which has been finally and conclusively resolved,

that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed

for all purposes to be a loan to the Executive made on the date the Executive received the

Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the

Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment

or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if

the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess

Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d)

of the Code) compounded semi-annually for any period during which the Executive held such

Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect

of any period during which the IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment

occurs as determined under one or more of the following circumstances: (I) such determination

is made by the Company (which shall include the position taken by the Company, together with

its consolidated group, on its federal income tax return) or is made by the IRS, (II) such

determination is made by a court, or (III) such determination is made upon the resolution

to the Executive’s satisfaction of the Dispute, then the Company shall pay an amount

equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination

or resolution, together with interest on such amount at 120% of the applicable federal rate

compounded semi-annually from the date such amount should have been paid to the Executive

pursuant to the terms of this Agreement or otherwise, but for the operation of this Section

4(c), until the date of payment.

Section

5. Post-Termination Assistance. Upon the Executive’s termination of employment with the Company, the Executive agrees to

fully cooperate in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to

other employees of the Company following any termination of the Executives’ employment. The Executive further agrees that Executive

will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in

connection with any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and

as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for an agreed upon

monetary compensation and any related out-of-pocket expenses, including travel and meal expenses, and (ii) any such assistance may not

unreasonably interfere with Executive’s then current employment.

Section

6. No Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment or take any other action by

way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be

reduced, regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for

in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation,

any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others; provided, however,

the Company shall have the right to offset the amount of any funds loaned or advanced to the Executive and not repaid against any severance

obligations the Company may have to the Executive hereunder.

Section

7. Confidentiality

(a) Definition.

For purposes of this Agreement, “Confidential Information” shall mean all Company

Work Product (as hereinafter defined) and all non-public written, electronic, and oral information

or materials of Company communicated to or otherwise obtained by Executive in connection

with this Agreement, which is related to the products, business and activities of Company,

its Affiliates (as defined below), and subsidiaries, and their respective customers, clients,

suppliers, and other entities with which such party does business, including: (i) all costing,

pricing, technology, software, documentation, research, techniques, procedures, processes,

discoveries, inventions, methodologies, data, tools, templates, know how, intellectual property

and all other proprietary information of Company; (ii) the terms of this Agreement; and (iii)

any other information identified as confidential in writing by Company. Confidential Information

shall not include information that: (a) was lawfully known by Executive without an obligation

of confidentiality before its receipt from Company; (b) is independently developed by Executive

without reliance on or use of Confidential Information; (c) is or becomes publicly available

without a breach by Executive of this Agreement; or (d) is disclosed to Executive by a third

party which is not required to maintain its confidentiality. An “Affiliate” of

a Party shall mean any entity directly or indirectly controlling, controlled by, or under

common control with, such Party at any time during the Term for so long as such control exists.

(b) Company

Ownership. Company shall retain all right, title, and interest to the Confidential Information,

including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets

and other intellectual property rights inherent therein and appurtenant thereto. Subject

to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive,

non-transferable, license during the Term to use any Confidential Information solely to the

extent that such Confidential Information is necessary for the performance of Executive’s

duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire

any proprietary rights whatsoever in Confidential Information, which shall be the sole and

exclusive property and confidential information of Company. No identifying marks, copyright

or proprietary right notices may be deleted from any copy of Confidential Information. Nothing

contained herein shall be construed to limit the rights of Company from performing similar

services for, or delivering the same or similar deliverable to, third parties using the Confidential

Information and/or using the same personnel to provide any such services or deliverables.

Obligations. Executive agrees to hold the Confidential Information in confidence and

not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose

such Confidential Information to any person or entity or to use the Confidential Information

for any purposes whatsoever, without the express written permission of Company, other than

disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors

and agents on a “need-to-know” basis as reasonably required for the performance

of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall

be responsible to Company for any violation of this Section 7 by Executive’s employees,

subcontractors, and agents. Executive shall maintain the Confidential Information with the

same degree of care, but no less than a reasonable degree of care, as Executive employs concerning

its own information of like kind and character.

(d) Required

Disclosure. If Executive is requested to disclose any of the Confidential Information

as part of an administrative or judicial proceeding, Executive shall, to the extent permitted

by applicable law, promptly notify Company of that request and cooperate with Company, at

Company’s expense, in seeking a protective order or similar confidential treatment

for the Confidential Information. If no protective order or other confidential treatment

is obtained, Executive shall disclose only that portion of Confidential Information which

is legally required and will exercise all reasonable efforts to obtain reliable assurances

that confidential treatment will be accorded the Confidential Information which is required

to be disclosed.

(e) Enforcement.

Executive acknowledges that the Confidential Information is unique and valuable, and that

remedies at law will be inadequate to protect Company from any actual or threatened breach

of this Section 7 by Executive and that any such breach would cause irreparable and continuing

injury to Company. Therefore, Executive agrees that Company shall be entitled to seek equitable

relief with respect to the enforcement of this Section 7 without any requirement to post

a bond, including, without limitation, injunction and specific performance, without proof

of actual damages or exhausting other remedies, in addition to all other remedies available

to Company at law or in equity. For greater clarity, in the event of a breach or threatened

breach by Executive of any of the provisions of this Section 7, in addition to and not in

limitation of any other rights, remedies or damages available at law or in equity, Company

shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain

any such breach or threatened breach by Executive, and Executive agrees that an interim injunction

may be granted against Executive immediately on the commencement of any action, claim, suit

or proceeding by Company to enforce the provisions of this Section 7, and Executive further

irrevocably consents to the granting of any such interim or permanent injunction or any like

remedy. If any action at law or in equity is necessary to enforce the terms of this Section

7, Executive, if it is determined to be at fault, shall pay Company’s reasonable legal

fees and expenses on a substantial indemnity basis.

(f) Related

Duties. Executive shall: (i) promptly deliver to Company upon Company’s request

all materials in Executive’s possession which contain Confidential Information; (ii)

use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information;

(iii) notify Company in writing immediately upon discovery of any such unauthorized use or

disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential

Information and to prevent further unauthorized use and disclosure thereof.

(g) Legal

Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive

may disclose confidential information as may be expressly required by law, governmental rule,

regulation, executive order, court order, or in connection with a dispute between the Parties;

provided that prior to making any such disclosure, subject to applicable law, Executive shall

use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior

written notice setting forth with specificity the reason(s) for such disclosure, supporting

documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope

and duration of such disclosure to the strictest possible extent.

(h) Limitation.

Except as specifically set forth herein, no licenses or rights under any patent, copyright,

trademark, or trade secret are granted by Company to Executive hereunder, or are to be implied

by this Agreement. Except for the restrictions on use and disclosure of Confidential Information

imposed in this Agreement, no obligation of any kind is assumed or implied against either

Party or their Affiliates by virtue of meetings or conversations between the Parties hereto

with respect to the subject matter stated above or with respect to the exchange of Confidential

Information. Each Party further acknowledges that this Agreement and any meetings and communications

of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute

an offer, request, invitation or contract with the other Party to engage in any research,

development or other work; (ii) constitute an offer, request, invitation or contract involving

a buyer-seller relationship, joint venture, teaming or partnership relationship between the

Parties and their affiliates; or (iii) constitute a representation, warranty, assurance,

guarantee or inducement with respect to the accuracy or completeness of any Confidential

Information or the non-infringement of the rights of third persons.

Section

8. Intellectual Property Rights.

(a) Disclosure

of Work Product. As used in this Agreement, the term “Work Product” means

any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae,

processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable

or patentable works. Executive agrees to disclose promptly in writing to Company, or any

person designated by Company, all Work Product that is solely or jointly conceived, made,

reduced to practice, or learned by Executive in the course of any work performed for Company

(“Company Work Product”). Executive agrees (a) to use Executive’s best

efforts to maintain such Company Work Product in trust and strict confidence; (b) not to

use Company Work Product in any manner or for any purpose not expressly set forth in this

Agreement; and (c) not to disclose any such Company Work Product to any third party without

first obtaining Company’s express written consent on a case-by-case basis.

(b) Ownership

of Company Work Product. Executive agrees that any and all Company Work Product conceived,

written, created or first reduced to practice in the performance of work under this Agreement

shall be deemed “work for hire” under applicable law and shall be the sole and

exclusive property of Company.

of Company Work Product. Executive irrevocably assigns to Company all right, title and

interest worldwide in and to the Company Work Product and all applicable intellectual property

rights related to the Company Work Product, including without limitation, copyrights, trademarks,

trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary

Rights”). Except as set forth below, Executive retains no rights to use the Company

Work Product and agrees not to challenge the validity of Company’s ownership in the

Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully

paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through

multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform,

and display in any form or medium whether now known or later developed, distribute, make,

use and sell any and all Executive owned or controlled Work Product or technology that Executive

uses to complete the services and which is necessary for Company to use or exploit the Company

Work Product.

(d) Assistance.

Executive agrees to cooperate with Company or its designee(s), both during and after the

Term, in the procurement and maintenance of Company’s rights in Company Work Product

and to execute, when requested, any other documents deemed necessary by Company to carry

out the purpose of this Agreement. Executive will assist Company in every proper way to obtain,

and from time to time enforce, United States and foreign Proprietary Rights relating to Company

Work Product in any and all countries. Executive’s obligation to assist Company with

respect to Proprietary Rights relating to such Company Work Product in any and all countries

shall continue beyond the termination of this Agreement, but Company shall compensate Executive

at a reasonable rate to be mutually agreed upon after such termination for the time actually

spent by Executive at Company’s request on such assistance.

(e) Execution

of Documents. In the event Company is unable for any reason, after reasonable effort,

to secure Executive’s signature on any document requested by Company pursuant to this

Section 8 within seven (7) days of the Company’s initial request to Executive, Executive

hereby irrevocably designates and appoints Company and its duly authorized officers and agents

as its agent and attorney in fact, which appointment is coupled with an interest, to act

for and on its behalf solely to execute, verify and file any such documents and to do all

other lawfully permitted acts to further the purposes of this Section 8 with the same legal

force and effect as if executed by Executive. Executive hereby waives and quitclaims to Company

any and all claims, of any nature whatsoever, which Executive now or may hereafter have for

infringement of any Proprietary Rights assignable hereunder to Company.

(f) Executive

Representations and Warranties. Executive hereby represents and warrants that: (i) Company

Work Product will be an original work of Executive or all applicable third parties will have

executed assignments of rights reasonably acceptable to Company; (ii) neither the Company

Work Product nor any element thereof will infringe the intellectual property rights of any

third party; (iii) neither the Company Work Product nor any element thereof will be subject

to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances

or encroachments; (iv) Executive will not grant, directly or indirectly, any rights or interest

whatsoever in the Company Work Product to any third party; (v) Executive has full right and

power to enter into and perform Executive’s obligations under this Agreement without

the consent of any third party; (vi) Executive will use best efforts to prevent injury to

any person (including employees of Company) or damage to property (including Company’s

property) during the Term; and (vii) should Company permit Executive to use any of Company’s

equipment, tools, or facilities during the Term, such permission shall be gratuitous and

Executive shall be responsible for any injury to any person (including death) or damage to

property (including Company’s property) arising out of use of such equipment, tools

or facilities.

Section

9. Non-Solicitation

(a) Existing

Business Interests. The Parties acknowledge that the Company is engaged in the various

business as disclosed to the Executive (together with such other activities as may be engaged

in from time to time, the “Existing Business”). As part of this Existing Business,

Company has developed and continues to develop Confidential Information regarding the operation

of such business. In addition, Company has developed and continues to develop substantial

relationships with existing and prospective clients, accounts, suppliers and others, as well

as goodwill associated with these relationships and business. These relationships are a substantial

business asset owned by, and proprietary to, Company and are integral to Company’s

Existing Business and continued operation.

(b) Developing

Business Interests. The Company also is engaged in expanding its business by developing

new business concepts and services (the “Developing Business”). As part of this

Developing Business, the Company has developed

and continues to develop Confidential Information related thereto, valuable relationships

with prospective and existing clients, accounts, suppliers and others, and continues to create

goodwill associated with these relationships and business. The Developing Business is a substantial

business asset owned by, and proprietary to, the Company.

Legitimate Business Interests. In addition to the Existing Business and the Developing

Business, Company has other legitimate business interests which are necessary to protect

through the provisions of this Section 9, which Executive acknowledges include, but are not

limited to the following (collectively the “Other Legitimate Business Interests”):

(i) The

Company has expended considerable resources in developing relationships with its suppliers,

clients and customers;

(ii) The

Company has expended considerable resources to recruit and hire vendors and/or employees

who could perform services for Company;

(iii) Executive

may, through the contractual relationship set forth herein, develop a substantial relationship

with Company’s existing or potential clients, including but not limited to being the

sole or primary contact between Company and its clients and principals; and

(iv) The

relationship between Company and its clients and principals will depend on the quality and

quantity of the services Executive performs for Company.

(d) Acknowledgement

of Company’s Right to Protection of Business Interests. Executive acknowledges

and agrees that Company desires, is entitled to, and deserves, protection

of its legitimate business interests associated with the Existing Business, the Developing

Business and the Other Legitimate Business Interests. Accordingly, Executive agrees to the

restrictions set forth in this Section 9 as reasonable under the circumstances.

(e) No-Solicitation.

In recognition and consideration of Company’s Existing Business, Developing Business

and Other Legitimate Business Interests, subject to applicable law, Executive agrees that,

for the Term and for a period of three (3) years thereafter, Executive shall not, directly

or indirectly solicit or discuss with any employee of Company the employment of such Company

employee by any other commercial enterprise other than Company, nor recruit, attempt to recruit,

hire or attempt to hire any such Company employee on behalf of any commercial enterprise

other than Company. Nothing in this Section 9(e) shall prohibit Executive from undertaking

a general recruitment advertisement provided that the foregoing is not targeted towards any

person identified above, or from hiring, employing or engaging any such person who responds

to such general recruitment advertisement.

(f) Remedies

for Breach of Restrictions.

(i) Executive

admits and agrees that Executive’s breach of the provisions of this Section 9 would

result in irreparable harm to Company. Accordingly, in the event of Executive’s breach

or threatened breach of such restrictions, Executive agrees that Company shall be entitled

to an injunction restraining such breach or threatened breach without the necessity of posting

a bond or other security. Further, in the event of Executive’s breach, the duration

of the restrictions contained in this Section 9 shall be extended for the entire time that

the breach existed so that Company is provided with the full time period provided herein.

(ii) In

addition to injunctive relief, Company shall be entitled to any other remedy available in

law or equity by reason of Executive’s breach or threatened breach of the restrictions

contained in this Section 9.

(iii) If

the Company retains an attorney to enforce the provisions of this Section 9, the Company

shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from

Executive, both prior to filing a lawsuit, during the lawsuit and on appeal.

(g) Blue

Pencil. Executive has carefully read and considered the provisions of this Section 9

and, having done so, agrees that the restrictions set forth in such Section 9 are fair and

reasonable and are reasonably required for the protection of the legitimate business interests

of the Company. In the event that a court of competent jurisdiction shall determine that

any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is

their desire that such court substitute an enforceable restriction in place of any restriction

deemed unenforceable, and that the substitute restriction be deemed incorporated herein and

enforceable against Executive. It is the intent of the Parties hereto that the court, in

so determining any such enforceable substitute restriction, recognize that it is their intent

that the foregoing restrictions be imposed and maintained to the greatest extent possible.

Section

10. Representations and Warranties Relating to Securities. The Options, and any shares of Common Stock or other securities of

the Company that may be issued or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive

in connection with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents

and warrants to the Company as set forth in this Section 10 with respect to the Securities and Executive’s receipt thereof, as

of the Effective Date and as of the date of any issuance or granting of any Securities.

(a) Executive

is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D promulgated pursuant to the Securities Act (an “Accredited Investor”).

(b) Executive

hereby represent that the Securities awarded pursuant to this Agreement are being acquired

for Executive’s own account and not for sale or with a view to distribution thereof.

Executive acknowledges and agrees that any sale or distribution of Securities which have

vested may be made only pursuant to either (a) a registration statement on an appropriate

form under the Securities Act of 1933, as amended (the “Securities Act”), which

registration statement has become effective and is current with regard to the shares being

sold, or (b) a specific exemption from the registration requirements of the Securities Act

that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory

to counsel for the Company, prior to any such sale or distribution. Executive hereby consents

to such action as the Board or the Company deems necessary or appropriate from time to time

to prevent a violation of, or to perfect an exemption from, the registration requirements

of the Securities Act or to implement the provisions of this Agreement, including but not

limited to placing restrictive legends on certificates evidencing shares of Securities (whether

or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions

to the Company’s stock transfer agent.

understands that the Securities is being offered and sold to Executive in reliance upon specific

exemptions from the registration requirements of United States federal and state securities

laws and that the Company is relying upon the truth and accuracy of, and Executive’s

compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Executive set forth herein in order to determine the availability of such exemptions

and the eligibility of the Executive to acquire the Securities.

(d) Executive

has been furnished with all documents and materials relating to the business, finances and

operations of the Company and information that Executive requested and deemed material to

making an informed investment decision regarding its acquisition of the Securities. Executive

has been afforded the opportunity to review such documents and materials and the information

contained therein. Executive has been afforded the opportunity to ask questions of the Company

and its management. Executive understands that such discussions, as well as any written information

provided by the Company, were intended to describe the aspects of the Company’s business

and prospects which the Company believes to be material, but were not necessarily a thorough

or exhaustive description and the Company makes no representation or warranty with respect

to the completeness of such information and makes no representation or warranty of any kind

with respect to any information provided by any entity other than the Company. Some of such

information may include projections as to the future performance of the Company, which projections

may not be realized, may be based on assumptions which may not be correct and may be subject

to numerous factors beyond the Company’s control. Additionally, Executive understands

and represents that Executive is acquiring the Securities notwithstanding the fact that the

Company may disclose in the future certain material information that the Executive has not

received. Executive has sought such accounting, legal and tax advice as Executive has considered

necessary to make an informed investment decision with respect to Executive’s investment

in the Securities. Executive has full power and authority to make the representations referred

to herein, to acquire the Securities and to execute and deliver this Agreement. Executive,

either personally, or together with Executive’s advisors has such knowledge and experience

in financial and business matters as to be capable of evaluating the merits and risks of

an investment in the Securities, is able to bear the risks of an investment in the Securities

and understands the risks of, and other considerations relating to, a purchase of the Securities.

The Executive and Executive’s advisors have had a reasonable opportunity to ask questions

of and receive answers from the Company concerning the Securities. Executive’s financial

condition is such that Executive is able to bear the risk of holding the Securities that

Executive may acquire pursuant to this Agreement for an indefinite period of time, and the

risk of loss of Executive’s entire investment in the Company. Executive has investigated

the acquisition of the Securities to the extent Executive deemed necessary or desirable and

the Company has provided Executive with any reasonable assistance Executive has requested

in connection therewith. No representations or warranties have been made to Executive by

the Company, or any representative of the Company, or any securities broker/dealer, other

than as set forth in this Agreement.

(e) Executive

also acknowledges and agrees that an investment in the Securities is highly speculative and

involves a high degree of risk of loss of the entire investment in the Company and there

is no assurance that a public market for the Securities will ever develop and that, as a

result, Executive may not be able to liquidate Executive’s investment in the Securities

should a need arise to do so. Executive is not dependent for liquidity on any of the amounts

Executive is investing in the Securities. Executive has full power and authority to make

the representations referred to herein, to acquire the Securities and to execute and deliver

this Agreement. Executive understands that the representations and warranties herein are

to be relied upon by the Company as a basis for the exemptions from registration and qualification

of the issuance and sale of the Securities under the federal and state securities laws and

for other purposes.

(f) Executive

understands that no United States federal or state agency or any other government or governmental

agency has passed upon or made any recommendation or endorsement of the Securities.

(g) Executive

understands that until such time as the Securities have been registered under the Securities

Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation

S without any restriction as to the number of securities as of a particular date that can

then be immediately sold, the Securities may bear a restrictive legend in substantially the

following form (and a stop-transfer order may be placed against transfer of the certificates

for such Securities):

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF

(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL

(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR

(II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

(h) This

Agreement has been duly and validly authorized by Executive. This Agreement has been duly

executed and delivered on behalf of Executive, and this Agreement constitutes a valid and

binding agreement of Executive enforceable in accordance with its terms, subject to the application

of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and

other similar laws of general application affecting enforcement of creditors’ rights

generally and general principles of equity.

(i) Executive

is an individual resident of the state set forth in the notices provision for Executive herein.

Section

11. Effect of Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed

as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

Section

12. Assignment. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any

of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant

to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any

right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of

the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or

effect. Notwithstanding the foregoing, the Company may transfer, assign or delegate to any successor (whether direct or indirect, by

purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company any of Company’s

rights, obligations or duties hereunder. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined

and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law,

or otherwise.

Section

13. No Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of

the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than

the Parties hereto.

Section

14. Entire Agreement; Effectiveness of Agreement. This Agreement, the Option Agreement and any other agreement entered into between

the Company and Executive with respect to the issuance of any equity securities of the Company or other equity awards relating to the

Company set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning

the Executive’s employment by the Company. This Agreement may be changed only by a written document signed by the Executive and

the Company.

Section

15. Survival. The provisions of Section 2, Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9 and Section

13 through Section 26, inclusive, shall survive any termination or expiration of this Agreement, and provided that any expiration or

termination of this Agreement shall not excuse a Party from compliance with, or fulfillment of, any obligations or conditions which arose

prior to such expiration or termination.

Section

16. Severability. If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid,

illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be

affected or impaired thereby.

Section

17. Governing Law and Waiver of Jury Trial.

(a) This

Agreement, and any and all claims, proceedings or causes of action relating to this Agreement

or arising from this Agreement or the transactions contemplated herein, including, without

limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,

governed and enforced under and solely in accordance with the substantive and procedural

laws of the State of Delaware, in each case as in effect from time to time and as the same

may be amended from time to time, and as applied to agreements performed wholly within the

State of Delaware.

(b) Subject

to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall

be commenced in the state and federal courts sitting in Orange County, California (the “Selected

Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction

of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein (including with respect to

the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives,

and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper

or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal

service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to such Party at the address in effect for notices to it under this Agreement

and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any other manner permitted by applicable law.

THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL

RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS Section 17(c).

(d) Subject

to the provisions of Section 18, if any Party shall commence an action or proceeding to enforce

any provisions of this Agreement, then the prevailing Party in such action or proceeding

shall be reimbursed by the other Party for its attorney’s fees and other costs and

expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Section

18. Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s employment

by the Company, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid wages,

shall be resolved by arbitration pursuant to then-prevailing National Rules for the Resolution of Employment Disputes of the American

Arbitration Association. The arbitration will take place via remote telecommunication means, unless the Parties mutually agree otherwise,

in the event that arbitrator requires an in-person arbitration and the Parties cannot agree on a location, then the arbitration will

take place in Newport Beach, California. The arbitration shall be conducted by one arbitrator jointly selected by the Parties. In the

event that the Parties are unable to agree on the identity of the arbitrator within ten days of the commencement of efforts to do so,

each Party shall select one arbitrator and the two arbitrators so selected shall select the sole arbitrator who shall hear and resolve

controversy, claim or dispute. The arbitrator shall be bound to follow the applicable Agreement provisions in adjudicating the dispute.

It is agreed by both Parties that the arbitrator’s decision is final, and that no Party may take any action, judicial or administrative,

to overturn such decision. The judgment rendered by the arbitrator may be entered in the Selected Courts. Subject to the provisions of

Section 17(d), each Party will pay its own expenses of arbitration and the expenses of the arbitrator will be equally shared provided

that, if in the opinion of the arbitrator any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrator

may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrator as the arbitrator

deems appropriate. The arbitrator may not award either Party punitive or consequential damages.

Section

19. General Remedies. Each Party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to

the other Party, and thus each Party acknowledges that the remedy at law for a breach of its obligations under this Agreement will be

inadequate and agrees, in the event of a breach or threatened breach by such Party of the provisions of this Agreement, that the other

Party shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable

herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the

terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

Section

20. Indemnification. During the Term, the Executive shall be entitled to indemnification and insurance coverage for officers’

liability, fiduciary liability and other liabilities arising out of the Executive’s position with the Company in any capacity,

in an amount not less than the highest amount available to any other executive, and such coverage and protections, with respect to the

various liabilities as to which the Executive has been customarily indemnified prior to termination of employment, shall continue for

at least six years following the end of the Term. Any indemnification agreement entered into between the Company and the Executive shall

continue in full force and effect in accordance with its terms following the termination of this Agreement.

Section

21. Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including

legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated herein.

Section

22. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other

Party, or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requested and received

or nationally recognized overnight courier service, addressed as set forth below or to such other address as either Party shall have

furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications shall be deemed to

have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered

by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery, if sent by email.

to the Company:

Bimergen

Energy Corporation

Attention:

Robert J. Brilon

895

Dove Street, Suite 300

Newport

Beach, CA 92660

Email:

Bob@Bimergen.com

to Executive, to the address and email address for Executive as set forth in the books and records of the Company.

Section

23. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way

the meaning or interpretation of this Agreement.

Section

24. Counsel. The Parties acknowledge and agree that Anthony, Linder & Cacomanolis, PLLC (“Counsel”) has acted

as legal counsel to the Company, and that Counsel has prepared this Agreement at the request of the Company, and that Counsel is not

legal counsel to Executive individually. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the

Counsel acting as legal counsel to the Company and preparing this Agreement, and that Counsel has advised each of the Parties to retain

separate counsel to review the terms and conditions of this Agreement and the other documents to be delivered in connection herewith,

and each Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of

the Parties acknowledges and agrees that Counsel does not owe any duties to Executive in Executive’s individual capacity in connection

with this Agreement and the transactions contemplated herein. Each of the Parties hereby waives any conflict of interest which may apply

with respect to Counsel’s actions as set forth herein, and the Parties confirm that the Parties have previously negotiated the

material terms of the agreements as set forth herein.

Section

25. Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of

a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that

such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party

had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

Section

26. Execution in Counterparts, Electronic Transmission. This Agreement may be executed in multiple counterparts, each of which

shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile,

electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)

or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and

effective for all purposes.

[Signatures

appear on following page]

WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Bimergen Energy Corporation

By:

/s/ Robert J Brilon

Name:

Robert J. Brilon

Title:

Co-Chief Executive Officer

Executive: Robert J Brilon

By:

/s/ Robert J. Brilon

Name:

Robert J Brilon

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

Executive

Employment Agreement

Cole

W Johnson

Dated

as of April 30, 2026

This

Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”)

is entered into by and between Bimergen Energy Corporation, a Delaware corporation (the “Company”) and Cole W Johnson

(the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually

as a “Party”.

WHEREAS,

the Company now desires to employ the Executive as the Co-Chief Executive Officer and President of the Company and the Executive desires

to serve in such capacities on behalf of the Company, in each case subject to the terms and conditions herein;