8-K - BESS - Equibles

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 24, 2024

BITECH

TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-27407	93-3419812
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(Commission<br> <br><br> File No.)	(IRS<br> Employee <br><br> Identification No.)

895Dove Street, Suite 300

NewportBeach, CA 92660

(Address of principal executive offices)

(Registrant’s telephone number, including area code: (855) 777-0888

Notapplicable.

(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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
None.	N/A	N/A

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 ☐

If 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 1.01	Entry into a Material DefinitiveAgreement.

MembershipInterest Purchase Agreement and the Amendment

As previously disclosed in the Current Report on Form 8-K filed by Bitech Technologies Corporation (the “Company”) on April 15, 2024 with the Securities and Exchange Commission (the “SEC”), on April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”) and C & C Johnson Holdings LLC, the sole member of Bridgelink (“C&C”) entered into a Membership Interest Purchase Agreement (the “MIPA”) (the “Business Combination”).

On April 24, 2024, the Company, Emergen, Bridgelink and C&C entered into Amendment No. 1 to the MIPA (the “Amendment”) to amend Section 2.02(b)(i) of the MIPA which provides that instead of expanding the Company’s Board of Directors (the “Board”) to five persons upon the closing of the Business Combination, the size of the Board will be expanded to four persons and name Cole Johnson to the Board as of the date of closing of the Business Combination. In addition, Amendment No. 1 requires the Company to expand the size of the Board to five persons, and thereafter to name to the Board two persons as named by the Company, two persons as named by Bridgelink, and one person jointly selected by the Company and Bridgelink, which person shall meet the requirements of being an “independent director” pursuant to the rules and regulations of the Nasdaq Stock Market.

On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 222,222,000 unregistered shares of its common stock to Emergen’s sole member, C&C, an entity controlled by Cole Johnson who became an executive officer and director of the Company following the Closing, in exchange for 100% of Emergen’s equity interests. Following the Closing, Mr. Johnson became the President of the Company’s BESS and Solar Divisions and a member of the Board. In addition, Emergen became a wholly-owned subsidiary of the Company with C&C’s ownership interest in the Company being approximately 31.3% based on 710,343,337 shares of the Company’s common stock outstanding after giving effect to the issuance of the shares of Common Stock pursuant to the MIPA.

Emergen holds certain contractual and other rights to develop a portfolio of battery energy storage system (“BESS”) projects identified in the MIPA with a cumulative storage capacity estimated at 1.965 gigawatts (GW) upon completion of the construction of such project (the “BESS Development Projects”) and rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 3.840 GW upon completion of construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively, the “Development Projects”). Following the Closing, the Company will take all commercially reasonable steps necessary to uplist the Company to the NASDAQ stock exchange.

The foregoing description of the MIPA and the Amendment is subject to and qualified in its entirety by reference to the full text of the MIPA and Amendment, copies of which are included as Exhibits 2.1 and 2.2 hereto, and the terms of which are incorporated by reference.

At the Closing, the Company entered into the following agreements: (i) a Project Management Services Agreement with an entity owned or controlled by Mr. Johnson; (ii) employment agreements with each of Messrs. Tran and Johnson; (iii) a Stock Option Agreement awarding Mr. Tran options to purchase 20,000,000 shares of the Company’s common stock; and (iv) a Stock Option Agreement awarding Mr. Johnson options to purchase 68,000,000 shares of the Company’s common stock. These agreements are discussed in more detail below.

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ProjectManagement Services Agreement

At the Closing, the Company and Emergen entered into a Project Management Services Agreement (the “PMSA”) with Energy Independent Partners LLC (“Energy Independent Partners”), an entity owned or controlled by Mr. Johnson. Pursuant to the terms of the PMSA, Energy Independent Partners is obligated to provide the following project management services in connection with the development and operation of each of the Development Projects (collectively, the “Services”): (i) assist as needed with qualifying the Development Projects for financing; (ii) assist as needed with obtaining all permits required for development of the Development Projects which have sufficient rights to use all necessary real property, and for which the applicable draft interconnection agreement has been received for the Development Projects (“RTB Status”); and (iii) if Emergen foregoes the development of a Development Project, Energy Independent Partners will assist the Company as needed with marketing the Development Project to a third party or develop and retain the Development Project outside of Emergen.

The term of the PMSA (the “Term”) commenced on the date of the Closing (the “Effective Date”) and terminates on the earlier to occur of (i) all of the Development Projects reaching RTB Status or being sold to a third party; and (ii) the mutual written agreement of the Parties to the PMSA to terminate the PMSA.

Paymentfor Service. The Company agreed to pay Energy Independent Partners the following fees for providing the Services:

BESSDevelopment Fees. The sum of (i) $9,825,000 for prior actions of affiliates of Energy Independent Partners with respect to the BESS Development Projects (the “BESS Initial Fee”); and (ii) $0.03 per watt for each applicable BESS Development Project, subject to such BESS Development Project achieving RTB Status (as to each BESS Development Project, the “BESS RTB Fee”). The BESS Initial Fee and the BESS RTB Fees are referred to collectively as the “BESS Development Fees”.

SolarDevelopment Fees. The sum of (i) $19,200,000 for prior actions of affiliates of Energy Independent Partners with respect to the Solar Development Projects (the “Solar Initial Fee”); and (ii) $0.03 per watt for each applicable Solar Development Project, subject to such Solar Development Project achieving RTB Status (as to each Solar Development Project, the “Solar RTB Fee”). The Solar Initial Fee and the Solar RTB Fees are referred to collectively as the “Solar Development Fees”.

OtherDevelopment Fees. For each other renewable energy development asset held by the Company, which are neither BESS Development Projects nor Solar Development Projects, located in the United States in which the Company engages during the term of the PMSA (the “Other Development Projects”), the Company shall pay Energy Independent Partners the higher of either (a) fifty percent (50%) of the gross margin or (b) $0.02 per watt in cash, subject to such Other Development Project achieving RTB Status (the “Other Development Fees”).

Timingof Payment of Fees

The BESS Initial Fee and the Solar Initial Fee shall not be due or payable until the Company has completed one or more financings which have resulted in the Company receiving net proceeds of at least $5,000,000, and at such time 15% of the proceeds from each such financing shall be used to make payment on the BESS Initial Fee and the Solar Initial Fee, to be apportioned equally between the two. Thereafter, 15% of any additional proceeds of financings shall similarly be used to make payment on the BESS Initial Fee and the Solar Initial Fee, to be apportioned equally between the two, until the BESS Initial Fee and the Solar Initial Fee have been paid in full. In the event that the BESS Initial Fee and the Solar Initial Fee have been not paid in full from the 15% of the proceeds of such financings, any remaining portions of the BESS Initial Fee and the Solar Initial Fee shall be due and payable on the 24-month anniversary of the Effective Date.

Subject to achievement of RTB Status for each applicable BESS Development Project and certain other limitations provided for in the PMSA, the BESS RTB Fees shall be payable at the time that the Company has obtained project financing with respect to the applicable BESS Development Project to be able to pay such BESS RTB Fees. Subject to achievement of RTB Status for each applicable Solar Development Project and certain other limitations provided for in the PMSA, the Solar RTB Fees shall be payable at the time that the Company has obtained project financing with respect to the applicable Solar Development Project to be able to pay such Solar RTB Fees.

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The timing and other requirements for the payment of Other Development Fees shall be as agreed in writing by the parties to the PMSA via an addendum to the PMSA prior to the parties undertaking such Other Development Projects.

Subject to the terms and conditions of the PMSA, in addition to the other requirements therein, payment of the BESS RTB Fees, the Solar RTB Fees and any Other Development Fees is further contingent upon Cole W. Johnson (a) remaining an employee or consultant to Emergen and/or the head of the BESS and Solar Division of the Company and/or (b) as an interest owner in the Energy Independent Partners during the period of time in which the applicable BESS RTB Fees, the Solar RTB Fees or Other Development Fees are payable. Subject to the foregoing, the BESS RTB Fees, the Solar RTB Fees or Other Development Fees are payable within ten (10) days of satisfaction of the conditions to payment as discussed above.

Paymentfor Sale of Development Projects. In the event the Company decides not to proceed with any Development Project(s), the Company may elect to sell such Development Project(s) to one or more third parties. In such event, the Company and Energy Independent Partners agree to a sales price for the applicable Development Project being sold, and provided that the parties to the PMSA agree that any sale agreement for such Development Projects shall provide that the buyer thereof shall remain obligated to pay to Energy Independent Partners the BESS Development Fees and/or the Soler Development Fee(s), as applicable, to the extent not already paid by the Company hereunder, unless otherwise agreed upon by the Company and Energy Independent Partners.

GeneralTerms. The Company is obligated to provide Energy Independent Partners with a monthly financial report of each Development Project within ten days after each financial quarter ending on March 31, June 30, September 30, and December 31. Energy Independent Partners shall have certain rights to audit the books and records of the Company relating to the Development Projects for the purposes of determining the correctness of Energy Independent Partners’ computation and payment of the Development Fees. The Company agreed for a period of twenty-four (24) months from the date of termination or expiration of the PMSA, to refrain from, directly or indirectly, soliciting for employment or hire, in any capacity, any employee of Energy Independent Partners or any of Energy Independent Partners’ affiliates, or directly or indirectly solicit, entice, or attempt to solicit or entice any clients, customers, or suppliers of Energy Independent Partners or any subsidiary of Energy Independent Partners to divert their business or services from Energy Independent Partners or any subsidiary of Energy Independent Partners, unless expressly agreed in writing; provided, however, that the foregoing will not prevent either Energy Independent Partners or the Company from employing any such person who contacts Energy Independent Partners or the Company on said person’s own initiative without any direct or indirect solicitation or encouragement from Energy Independent Partners or the Company or who responds to a general advertisement by the Company not specifically directed to such person. In addition, the Company, Emergen and Energy Independent Partners have agreed to refrain from disparaging each other, or their directors, officers, managers, owners, counsel, clients, shareholders, present or former employees, independent contractors, agents, or other associated individuals, or otherwise take any action which could reasonably be expected to adversely affect their personal or professional reputation or the general business interests or endeavors, provided that the provisions herein shall not restrict any Party from complying with any applicable Laws or regulations or providing truthful testimony or other information as may be required by any court of governmental authority.

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Termination. The PMSA may be terminated at any time prior to the expiration of its term: (a) by the mutual written consent of the parties; (b) by the Company if Energy Independent Partners has violated or breached any of the covenants or agreements of Energy Independent Partners set forth therein, or any of the representations or warranties of Energy Independent Partners set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by Energy Independent Partners, within 20 business days after receipt by Energy Independent Partners of written notice thereof from the Company; (c) by Energy Independent Partners if the Company or Emergen has violated or breached any of the covenants or agreements of the Company or Emergen set forth in the PMSA, or any of the representations or warranties of the Company or Emergen set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by the Company or Emergen, within 20 business days after receipt by the Company of written notice thereof from Energy Independent Partners; or (d) by any party, if a court of competent jurisdiction or other governmental authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Combination or the transactions contemplated by the PMSA and such order or action shall have become final and nonappealable. Any of the Parties has a right to seek specific performance of the other parties’ obligations under the PMSA in lieu of its right to terminate the agreement.

Indemnification. Subject to certain limitations provided for in the PMSA, each of the parties to the PMSA mutually agreed to indemnify and hold harmless each other and each of their affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees to the fullest extent permitted by applicable law, against and in respect of any and all losses incurred or sustained by such party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the other party contained in the PMSA or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; or (ii) any claim for brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of the other party or any of their representatives.

This summary is qualified in its entirety by reference to the text of the PMSA, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ExecutiveEmployment Agreements

On April 24, 2024, the Company entered into employment agreements (the “Employment Agreements”) with two of its executive officers and directors: Benjamin Tran (Chief Executive Officer and Chairman of the Board) and Cole Johnson (President of the BESS and Solar Division and a Director).

The Employment Agreements all provide for a term of five years that may be terminated by the Company for death or disability and with or without cause, by the executive with or without good reason, or mutually terminated by the parties. If the Employment Agreements are terminated without cause by the Company or for good reason by the employee, the Company is obligated to pay the terminated person the balance of their base salary for the remainder of the term in a lump sum and any equity grant made to such person shall automatically vest. If the Employment Agreement is terminated for cause by the Company, the terminated person shall be entitled to their Base Salary through the date of termination. In the event that a change of control occurs during the term of the Employment Agreements, any unvested portion of any equity grants which includes the stock options discussed below, shall, to the extent not already vested, be deemed automatically vested without any further action of the parties to the Employment Agreements.

The Executive Agreements provide respectively for a base salary of $240,000 for Mr. Tran and an award of stock options to purchase 20,000,000 shares of the Company’s common stock pursuant to the Option Award Agreement discussed below and a $200,000 base salary for Mr. Johnson and an award of stock options to purchase 68,000,000 shares of the Company’s common stock pursuant to the Option Award Agreement discussed below, as well as possible annual discretionary bonuses determined by the Board.

This summary is qualified in its entirety by reference to the text of the Employment Agreements, which are included as Exhibits 10.2 and 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

OptionAgreements

On April 24, 2024 (the “Award Date”), the Company entered into Option Agreements (the “Option Agreements”) with executive officers: Benjamin Tran (Chief Executive Officer and Chairman of the Board) and Cole Johnson (President of the BESS and Solar Division and a Director).

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Each respective Option Agreement grants to each of the following persons options to acquire shares of the Company’s common stock, to vest as set forth in the Option Agreements, as follows:

●	Benjamin<br> Tran – 20,000,000 options; and
●	Cole<br> Johnson – 68,000,000 options.

ExercisePrices and Vesting. The Exercise Prices for the Options are as follows: (a) for the first 1/5th of the granted Options, $0.50 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the granted Options, $0.75 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the granted Options, $1.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the granted Options, $1.25 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the granted Options, $1.50 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

This summary is qualified in its entirety by reference to the text of the Option Agreements, which are included as Exhibits 10.3 and 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking

Statements and Limitation of Representations

This Current Report on Form 8-K contains “forward-looking statements.” All statements contained in this Current Report on Form 8-K other than statements of historical fact, including statements regarding the closing of the Business Combination, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “potential,” or the negative of these terms or other words of similar meaning in connection with a discussion of the Business Combination, although the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are based upon the Company’s current intentions, plans, assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and the Business Combination. This information may involve known and unknown risks, uncertainties and other factors outside of the Company’s control which may cause actual events, results, performance or achievements to be materially different from the future events, results, performance or achievements expressed or implied by any forward-looking statements. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements in this Current Report on Form 8-K are reasonable, the Company cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

Factors and risks that may cause or contribute to actual events, results, performance or achievements differing from these forward-looking statements include, but are not limited to: (i) the risk that the Development Projects may not be completed, will be materially delayed or will be more costly or difficult than expected or that the Company is otherwise unable to successfully complete the Development Projects; (ii) the failure to obtain the necessary approvals and consents to complete the Development Projects, regulatory, or any other consents required to complete the projects; (iii) the ability to obtain required governmental approvals to complete the Development Projects (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Company or the expected benefits of the Business Combination); and (iv) the Company’s ability to fund the costs required to complete the Development Projects. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except to the extent required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

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The MIPA, the summary of the MIPA and the Business Combination and the other disclosures included in this Current Report on Form 8-K are intended to provide stockholders and investors with information regarding the terms of the MIPA and the Business Combination, and not to provide stockholders and investors with any other factual information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties in the MIPA or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Emergen or the Development Projects. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the MIPA, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would contradict the Company’s representations and warranties in the MIPA. Accordingly, the MIPA should not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files with the Securities and Exchange Commission.

Item 2.01.	Completion of Acquisition or Disposition of Assets.

The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 3.02.	Unregistered Sales of Equity Securities.

On April 24, 2024, the Company agreed to issue to C&C, a related party, 222,222,000 shares of the Company’s Common Stock, $0.001 par value per share, in exchange for in exchange for 100% of Emergen’s equity interests. Based on a $0.10 per share closing price of the Company’s common stock on April 24, 2024, the value of the common stock issuable at the Closing was $22,222,200. Cole Johnson, President of the Company’s BESS and Solar Divisions and a director of the Company, has voting and dispositive control over securities held by C&C.

These shares of our common stock were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, the recipient of the Company’s shares was a sophisticated investor and had access to information normally provided in a prospectus regarding the Company. In addition, the recipient of these shares had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since it agreed to allow us to include a legend on the shares stating that such shares are restricted pursuant to Rule 144 of the Securities Act. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for the above transaction.

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

Electionof Directors and Appointment of Officers

Effective as of the Closing, Cole Johnson was appointed as a director of the Company and appointed as the President of the Company’s BESS and Solar Divisions pursuant to the terms of MIPA and the Amendment.

Cole W. Johnson was appointed as President of the Company’s BESS and Solar Divisions, as well as to its Board of Directors, on April 24, 2024, upon the Closing under the MIPA. Mr. Johnson is a Principal and Chief Executive Officer of multiple entities within a family office, engaged in solar and energy storage project development, that he founded and built beginning in 2018. Mr. Johnson’s roles as CEO consisted of securing capital for early-stage projects, negotiating and qualifying projects for project financing, acquiring strategic projects, and developing a variety of projects promoting clean energy initiatives within strategic regions. From 2012 to 2018, Mr. Johnson was the Chief Executive Officer of multiple service companies engaged in building and developing energy assets.

Mr. Johnson will hold office until his or her term expires at the next annual meeting of stockholders for such director or until his death, resignation, removal or the earlier termination of his term of office. In addition, the Amendment requires the Company to expand the size of its Board to five persons, and thereafter to name to the Board two persons as named by the Company, two persons as named by Bridgelink, and one person jointly selected by the Company and Bridgelink, which person shall meet the requirements of being an “independent director” pursuant to the rules and regulations of the Nasdaq Stock Market.

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ExecutiveEmployment Agreements

On April 24, 2024, the Company entered into employment agreements (the “Employment Agreements”) with executive officers and directors: Benjamin Tran (Chief Executive Officer and Chairman of the Board) and Cole Johnson (President of the BESS and Solar Division and a Director).

The Employment Agreements all provide for a term of five years that may be terminated by the Company for death or disability and with or without cause, by the executive with or without good reason, or mutually terminated by the parties. If the Employment Agreements are terminated without cause by the Company or for good reason by the employee, the Company is obligated to pay the terminated person the balance of their base salary for the remainder of the term in a lump sum and any equity grant made to such person shall automatically vest. If the Employment Agreement is terminated for cause by the Company, the terminated person shall be entitled to their Base Salary through the date of termination. In the event that a change of control occurs during the term of the Employment Agreements, any unvested portion of any equity grants which includes the stock options discussed below, shall, to the extent not already vested, be deemed automatically vested immediately without any further action of the parties to the Employment Agreements.

The Executive Agreements provide for a base salary of $240,000 for Mr. Tran and an award of stock options to purchase 20,000,000 shares of the Company’s common stock pursuant to the Option Award Agreement discussed below and a $200,000 base salary for Mr. Johnson and an award of stock options to purchase 68,000,000 shares of the Company’s common stock pursuant to the Option Award Agreement discussed below, as well as possible annual discretionary bonuses determined by the Board.

OptionAgreements

On April 24, 2024, the Company entered into Option Agreements (the “Option Agreements”) with executive officers: Benjamin Tran (Chief Executive Officer and Chairman of the Board) and Cole Johnson (President of the BESS and Solar Division and a Director).

Each respective Option Agreement grants to each of the following persons options to acquire shares of the Company’s common stock, to vest as set forth in the Option Agreements, as follows:

●	Benjamin<br> Tran – 20,000,000 options; and
●	Cole<br> Johnson – 68,000,000 options.

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Item 7.01.	Regulation FD Disclosure.

On April 24, 2024, the Company issued a press release relating to the completion of the Business Combination and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01	FinancialStatements and Exhibits.
(a)	Financial statements of businesses or funds acquired.
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The financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b)	Pro forma financial information.

The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d)	The<br> following exhibits are filed with this Current Report:
Exhibit No.	Description
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2.1	Membership Interest MIPA dated April 14, 2024 by Bitech Technologies Corporation, Emergen Energy LLC, Bridgelink Development, LLC, C & C Johnson Holdings LLC, and (v) Cole W. Johnson (incorporated by reference to Exhibit 2.1 to Company’s Form 8-K filed with the SEC on April 15, 2024.
2.2*	Amendment No. 1 dated April 24, 2024 to Membership Interest MIPA dated April 14, 2024 by Bitech Technologies Corporation, Emergen Energy LLC, Bridgelink Development, LLC, C & C Johnson Holdings LLC, and (v) Cole W. Johnson.
10.1*††	Project Management Services Agreement among Bitech Technologies Corporation, Emergen Energy LLC and Energy Independent Partners LLC dated April 24, 2024.
10.2*†	Employment Agreement between Bitech Technologies Corporation and Benjamin Tran dated April 24, 2024.
10.3*†	Option Agreement between Bitech Technologies Corporation and Benjamin Tran dated April 24, 2024.
10.4*†	Employment Agreement between Bitech Technologies Corporation and Cole Johnson dated April 24, 2024.
10.5*†	Option Agreement between Bitech Technologies Corporation and Cole Johnson dated April 24, 2024.
99.1*	Press Release issued by the Company on April 24, 2024.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).
*	Filed<br> herewith.
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†	Includes<br> management contracts and compensation plans and arrangements
††	Confidential<br> portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Company agrees to furnish to the SEC<br> a copy of any omitted schedule and/or exhibit upon request.

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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.

	BITECH TECHNOLOGIES CORPORATION
Dated:<br> April 30, 2024	By:	/s/ Benjamin Tran
		Benjamin<br> Tran
		Chief<br> Executive Officer

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Exhibit2.2

AmendmentNo. 1 to Membership Interest Purchase Agreement

Datedas of April 24, 2024

This Amendment No. 1 to Membership Interest Purchase Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”) by and between (i) Bitech Technologies Corporation, a Delaware corporation (“Bitech”); (ii) Emergen Energy LLC, a Delaware limited liability company (“Emergen”); (iii) Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”) as the sole member of Emergen; (iv) C & C Johnson Holdings LLC, a Delaware limited liability company (“C&C”); and (v) Cole W. Johnson, an individual (“Mr. Johnson”). Each of Emergen, Bridgelink, C&C, and Mr. Johnson may be referred to collectively herein as the “Bridgelink Parties” and, separately, as a “Bridgelink Party”. Each of Bitech and each Bridgelink Party may be referred to herein collectively as the “Parties” and, separately as a “Party”.

WHEREAS, the Parties are all of the parties to that certain Membership Interest Purchase Agreement, dated as of April 14, 2024 (the “Original Agreement”), and now desire to amend the Original Agreement as set forth herein, and pursuant to the provisions of Section 9.12 of the Original Agreement, the Original Agreement may be amended in writing;

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.	Definitions.<br> Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Original Agreement.
2.	Amendment.<br> Pursuant to the provisions of Section 9.12 of the Original Agreement, Section 2.02(b)(i) of the Original Agreement is hereby amended<br> and restated in its entirety to provide as follows:
(i)	Bitech<br> shall expand the size of the Bitech Board such that the Bitech Board is comprised of four persons, and thereafter to name Cole Johnson<br> to the Bitech Board, effective as of the Closing. In addition, provided that the Closing occurs, on or before May 31, 2024, Bitech<br> shall expand the size of the Bitech Board such that the Bitech Board is comprised of five persons, and thereafter to name to the<br> Bitech Board two persons as named by Bitech, two persons as named by Bridgelink, and one person jointly selected by Bitech and Bridgelink,<br> which person shall meet the requirements of being an “independent director” pursuant to the rules and regulations of<br> the Nasdaq Stock Market.
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3.	Closing<br> Certificate. The Parties acknowledge and agree that the closing certificate of Bitech required to be delivered at the Closing<br> pursuant to Section 2.06(b) of the Original Agreement shall executed by the Chief Executive Officer of Bitech instead of the Secretary<br> of Bitech.
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4.	Effect<br> of Amendment; Full Force and Effect. This Amendment shall form a part of the Original Agreement for all purposes, and each Party<br> shall be bound hereby and this Amendment and the Original Agreement shall be read and interpreted as one combined instrument. From<br> and after the Amendment Date, each reference in the Original Agreement to “this Agreement,” “hereof,” “hereunder,”<br> “herein,” “hereby” or words of like import referring to the Original Agreement shall mean and be a reference<br> to the Original Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided herein, each and<br> every term, condition, warranty and provision of the Original Agreement shall remain in full force and effect, and such are hereby<br> ratified, confirmed and approved by the Parties.
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5.	Governing<br> Law. This Amendment, and any and all claims, proceedings or causes of action relating to this Amendment or arising from this<br> Amendment or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims,<br> shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural Laws of<br> 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<br> to agreements performed wholly within the State of Delaware.
6.	Counterparts.<br> This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall<br> constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means,<br> including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a<br> manually executed counterpart to this Amendment.

[SignaturePages Follow]

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.

Bitech<br> Technologies Corporation
By:	/s/ Benjamin Tran
Name:	Benjamin<br> Tran
Title:	Chief<br> Executive Officer
Emergen<br> Energy LLC
By:	/s/ Cole Johnson
Name:	Cole<br> Johnson
Title:	Manager
Bridgelink<br> Development, LLC
By:	/s/ Cole Johnson
Name:	Cole<br> Johnson
Title:	Chief<br> Executive Officer
C<br> & C Johnson Holdings LLC
By:	/s/ Cole Johnson
Name:	Cole<br> Johnson
Title:	Manager
Cole<br> Johnson
By:	/s/ Cole Johnson
Name:	Cole<br> Johnson

Exhibit10.1

*CERTAINCONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIALAND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

ProjectManagement Services Agreement

byand among

BitechTechnologies Corporation,

EmergenEnergy LLC

and

EnergyIndependent Partners LLC

Tableof Contents

Article<br> I.	Definitions<br> and Interpretations	1
Section<br> 1.01	Definitions.	1
Section<br> 1.02	Interpretive<br> Provisions.	5
Article<br> II.	Project<br> Management Services	6
Section<br> 2.01	BESS<br> Development Projects.	6
Section<br> 2.02	Solar<br> Development Projects.	6
Section<br> 2.03	Other<br> Development Projects.	7
Section<br> 2.04	Project<br> Management Services.	7
Section<br> 2.05	Term.	7
Section<br> 2.06	Payment<br> for Services.	7
Section<br> 2.07	Timing<br> of Payment of Fees.	8
Section<br> 2.08	Additional<br> Requirements.	9
Section<br> 2.09	Payment<br> for Sale of Development Projects.	9
Section<br> 2.10	Reports.	9
Section<br> 2.11	Audits.	9
Section<br> 2.12	Non-Solicitation.	9
Section<br> 2.13	Non-Disparagement.	10
Section<br> 2.14	Additional<br> Documents.	10
Article<br> III.	Representations<br> and Warranties of EIP	10
Section<br> 3.01	Existence<br> and Power.	10
Section<br> 3.02	Due<br> Authorization.	10
Section<br> 3.03	Valid<br> Obligation	10
Section<br> 3.04	No<br> Conflict With Other Instruments	10
Section<br> 3.05	Governmental<br> Authorization.	10
Section<br> 3.06	No<br> Brokers.	11
Article<br> IV.	Representations<br> and Warranties of Bitech	11
Section<br> 4.01	Corporate<br> Existence and Power	11
Section<br> 4.02	Due<br> Authorization.	11
Section<br> 4.03	Valid<br> Obligation	11
Section<br> 4.04	No<br> Conflict With Other Instruments	11
Section<br> 4.05	Governmental<br> Authorization.	11
Section<br> 4.06	No<br> Brokers.	11
Article<br> V.	Additional<br> Covenants of the Parties	12
Section<br> 5.01	Confidentiality.	12
Section<br> 5.02	Notices<br> of Certain Events.	14
Article<br> VI.	Termination;<br> Survival	14
Section<br> 6.01	Termination	14
Section<br> 6.02	Specific<br> Enforcement.	15
Section<br> 6.03	Survival<br> After Termination.	15

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| --- | | Article VII. | Indemnification | 15 | | --- | --- | --- | | Section 7.01 | Indemnification of Bitech. | 15 | | Section 7.02 | Indemnification of EIP . | 16 | | Section 7.03 | Procedure. | 16 | | Section 7.04 | Periodic Payments. | 17 | | Section 7.05 | Insurance. | 18 | | Section 7.06 | Time Limit. | 18 | | Section 7.07 | Certain Limitations. | 18 | | Section 7.08 | Effect of Investigation. | 18 | | Section 7.09 | Exclusive Remedy. | 18 | | Article VIII. | Miscellaneous | 19 | | Section 8.01 | Governing Law | 18 | | Section 8.02 | Waiver of Jury Trial. | 19 | | Section 8.03 | Dispute Resolution. | 19 | | Section 8.04 | Limitation on Damages. | 21 | | Section 8.05 | Specific Performance. | 21 | | Section 8.06 | Notices | 21 | | Section 8.07 | Attorneys’ Fees | 22 | | Section 8.08 | Third Party Beneficiaries | 22 | | Section 8.09 | Expenses | 22 | | Section 8.10 | Entire Agreement | 22 | | Section 8.11 | Survival | 22 | | Section 8.12 | Amendment; Waiver | 23 | | Section 8.13 | Arm’s Length Bargaining; No Presumption Against Drafter. | 23 | | Section 8.14 | Headings. | 23 | | Section 8.15 | No Assignment or Delegation. | 23 | | Section 8.16 | Commercially Reasonable Efforts | 23 | | Section 8.17 | Further Assurances. | 23 | | Section 8.18 | Counterparts | 23 | | Exhibits | | | | Exhibit A | BESS Development Projects | | | Exhibit B | Solar Development Projects | |

| ii |

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ProjectManagement Services Agreement

Datedas of April 24, 2024

This Project Management Services Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Bitech Technologies Corporation, a Delaware corporation (“Bitech”); (ii) Emergen Energy LLC, a Delaware limited liability company and a wholly owned subsidiary of Bitech (“Emergen”); and (iii) Energy Independent Partners LLC, a Delaware limited liability company (“EIP”). Each of Bitech, Emergen and EIP may be referred to herein collectively as the “Parties” and separately as a “Party”.

WHEREAS, Bitech, Emergen and certain affiliates of EIP are parties to that certain Membership Interest Purchase Agreement, dated as of April 14, 2024 (the “MIPA”), pursuant to which the parties thereto agreed, subject to the terms and conditions therein, that Bitech would acquire all of the membership interests of Emergen from an affiliate of EIP and the parties and their affiliates would undertake certain additional transactions at and following the closing of the acquisition of Emergen, including the entry into of this Agreement; and

WHEREAS, the closing of the transactions as set forth in the MIPA are closing simultaneously with the execution of this Agreement, and the Parties now desire to enter into this Agreement in connection therewith;

Article I. Definitions and Interpretations

Section 1.01 Definitions. The following terms, as used herein, have the following meanings

(a)	“AAA”<br> has the meaning set forth in Section 8.03(d).
(b)	“Action”<br> means any legal action, suit, claim, investigation, hearing or proceeding, including any<br> audit, claim or assessment for Taxes or otherwise.
(c)	“Affiliate”<br> means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled<br> by, or under common Control with such Person.
(d)	“Agreement”<br> has the meaning set forth in the introductory paragraph hereto.
(e)	“BESS<br> Development Fees” has the meaning set forth in Section 2.06(a).
(f)	“BESS<br> Development Projects” has the meaning set forth in Section 2.01.
(g)	“BESS<br> Initial Fee” has the meaning set forth in Section 2.06(a).
(h)	“BESS<br> RTB Fee” has the meaning set forth in Section 2.06(a).

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| --- | | (i) | “BESS” has the meaning set forth in Section 2.01. | | --- | --- | | (j) | “Bitech Board” means the Board of Directors of Bitech. | | (k) | “Bitech Indemnified Party” has the meaning set forth in Section 7.01. | | (l) | “Bitech Organizational Documents” has the meaning set forth in Section 4.01. | | (m) | “Bitech” has the meaning set forth in the introductory paragraph hereto. | | (n) | “Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Delaware are authorized or required by Law or executive order to close. | | (o) | “Common Stock” has the meaning set forth in Section 2.06. | | (p) | “Confidential Information” has the meaning set forth in Section 5.01(b). | | (q) | “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, with “Controlled”, “Controlling” and “under common Control with” have correlative meanings; and provided that, without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee. | | (r) | “Development Fees” means BESS Development Fees, Solar Development Fees, and Other Development Fees. | | (s) | “Development Projects” means BESS Development Projects, Solar Development Projects, and Other Development Projects. | | (t) | “Direct Claim” has the meaning set forth in Section 7.03(b). | | (u) | “Disclosing Party” has the meaning set forth in Section 5.01(a). | | (v) | “Effective Date” has the meaning set forth in the introductory paragraph hereto. | | (w) | “EIP Indemnified Party” has the meaning set forth in Section 7.02. | | (x) | “EIP” has the meaning set forth in the introductory paragraph hereto. |

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| --- | | (y) | “Emergen” has the meaning set forth in the introductory paragraph hereto. | | --- | --- | | (z) | “Enforceability Exceptions” means (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws of general application affecting enforcement of creditors’ rights generally and (b) general principles of equity. | | (aa) | “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. | | (bb) | “Financing” means any equity capital, debt financing, through investment rounds, public offerings, private placements, or any other means of raising funds, and the like, which Bitech raises, such as debt facilities, project-level financing, and similar financial arrangements. | | (cc) | “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. | | (dd) | “GW” has the meaning set forth in Section 2.01. | | (ee) | “Indemnified Party” has the meaning set forth in Section 7.03. | | (ff) | “Indemnifying Party” has the meaning set forth Section 7.03. | | (gg) | “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority. | | (hh) | “Liabilities” means any liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost or expense. | | (ii) | “Losses” and “Loss” means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses. | | (jj) | “Material Non-Public Information” has the meaning set forth in Section 5.01(i). | | (kk) | “MIPA” has the meaning set forth in the introductory paragraph hereto. | | (ll) | “Order” means any decree, order, judgment, writ, award, injunction, rule, injunction, stay, decree, judgment or restraining order or consent of or by a Governmental Authority. | | (mm) | “Other Development Fees” has the meaning set forth in Section 2.06(c). |

| 3 |

| --- | | (nn) | “Other Development Projects” has the meaning set forth in Section 2.03. | | --- | --- | | (oo) | “Party” and “Parties” have the meanings set forth in the introductory paragraph hereto. | | (pp) | “Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities. | | (qq) | “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof. | | (rr) | “Purpose” has the meaning set forth in Section 5.01(a). | | (ss) | “Receiving Party” has the meaning set forth in Section 5.01(a). | | (tt) | “Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person. | | (uu) | “RTB Status” means, with respect to any Development Project, the status attained at the time that (i) all Permits required for development of such Development Project have been obtained; (ii) which has sufficient rights to use all necessary real property; and (iii) for which the applicable draft interconnection agreement has been received. | | (vv) | “SEC Reports” has the meaning set forth in the introductory paragraph to Article IV. | | (ww) | “SEC” means the U.S. Securities and Exchange Commission. | | (xx) | “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. | | (yy) | “Services” has the meaning set forth in Section 2.04(a). | | (zz) | “Solar Development Fees” has the meaning set forth in Section 2.06(b). | | (aaa) | “Solar Development Projects” has the meaning set forth in Section 2.02. | | (bbb) | “Solar Initial Fee” has the meaning set forth in Section 2.06(b). | | (ccc) | “Solar RTB Fee” has the meaning set forth in Section 2.06(b). | | (ddd) | “Standstill Period” has the meaning set forth in Section 5.01(h). | | (eee) | “Supply Agreements” has the meaning set forth in Section 2.01(c). |

| 4 |

| --- | | (fff) | “Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any Liability therefor as a transferee (including under Section 6901 of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder, or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto. | | --- | --- | | (ggg) | “Taxing Authority” means the Internal Revenue Service and any other Governmental Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax. | | (hhh) | “Term” has the meaning set forth in Section 2.05. | | (iii) | “Third-Party Claim” has the meaning set forth in Section 7.03(a). | | (jjj) | “Transaction Documents” means this Agreement, the MIPA, the other “Transaction Documents” as defined in the MIPA, and any other certificate, agreement or document entered into or delivered in connection with the transactions as contemplated herein or therein. | | (kkk) | “Transactions” means the transactions contemplated by the Transaction Documents. | | (lll) | “W” has the meaning set forth in Section 2.06. |

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained herein is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

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Article II. Project Management Services

Section 2.01 BESS Development Projects. The Parties acknowledge and agree that, pursuant to the MIPA, certain Affiliates of EIP have transferred to Emergen certain rights to fully develop a portfolio of renewable energy development assets, which includes certain battery energy storage system (“BESS”) projects with a cumulative storage capacity estimated at 1.965 gigawatts (“GW”) located in the United States and further described in Exhibit A attached hereto along with certain term sheets and agreements with capital providers since May 2023, whether or not finalized (collectively, the “BESS Development Projects”), which consist of the following:

(a)	Documents<br> that substantiate Emergen’s rights to own, lease or otherwise acquire the right to<br> use the real property where the BESS Development Projects will be located;
(b)	Construction<br> and engineering plans and contracts to construct the physical facility that will operate<br> the BESS;
(c)	Agreements<br> that entitle Emergen to acquire the batteries and major system components necessary to operate<br> each BESS Development Project (the “Supply Agreements”);
(d)	All<br> Permits and environmental studies, if any, necessary to obtain governmental approval and<br> construct and operate each BESS Development Project; and
(e)	All<br> other contracts related to the development and operation of each BESS Development Project.

Section 2.02 Solar Development Projects. The Parties acknowledge and agree that, pursuant to the MIPA, certain Affiliates of EIP have transferred to Emergen certain rights to fully develop a portfolio of renewable energy development assets, which includes certain solar development projects with a cumulative capacity estimated at 3.840 GW located in the United States and further described in Exhibit B attached hereto along with certain term sheets and agreements with capital providers, whether or not finalized (collectively, the “Solar Development Projects”). Each Solar Development Project shall consist of the following:

(a)	Documents<br> that substantiate Emergen’s rights to own, lease or otherwise acquire the right to<br> use the real property where the Solar Development Projects will be located;
(b)	Construction<br> and engineering plans and contracts to construct the physical facility that will operate<br> the Solar Development Project;
(c)	Agreements<br> that entitle Emergen to acquire the solar development projects to operate each Solar Development<br> Project;
(d)	All<br> Permits and environmental studies, if any, necessary to obtain governmental approval and<br> construct and operate each Solar Development Project; and
(e)	All<br> other contracts related to the development and operation of each Solar Development Project.

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Section 2.03 Other Development Projects. Bitech holds certain rights or may obtain certain rights to fully develop a portfolio of renewable energy development assets, which are neither BESS Development Projects nor Solar Development Projects, located in the United States along with certain term sheets and agreements with capital providers negotiated, whether or not finalized (collectively, the “Other Development Projects”).

Section 2.04 Project Management Services.

(a)	During<br> the Term (as defined below), and in consideration of the payments as set forth herein, EIP<br> shall provide to Emergen the following project management services in connection with the<br> development and operation of each of the Development Projects (collectively, the “Services”):
(i)	EIP<br> shall assist as needed with qualifying the Development Projects for financing;
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(ii)	EIP<br> shall assist as needed with achieving RTB Status for Development Projects; and
(iii)	If<br> Emergen decides to forego the development of a Development Project, EIP shall assist as needed<br> with (i) marketing the Development Project to a third party or (ii) develop and retain the<br> Development Project outside of Emergen.
(b)	Notwithstanding<br> the definition of the “Services” as set forth above, it is acknowledged and agreed<br> by the Parties that EIP carries no professional licenses, and is not rendering legal advice<br> or performing accounting services, nor acting as an investment advisor or broker/dealer within<br> the meaning of the applicable state and federal securities laws, and that EIP shall specifically<br> not provide any of the following services to the Bitech or any of its Affiliates: (i) negotiation<br> for the sale of any of Bitech’s or any of its Affiliates’ securities or participation<br> in discussions between Bitech or any of its Affiliates and potential investors; (ii) assisting<br> in structuring any transactions involving the sale of any of Bitech’s or any of its<br> Affiliates’; (iii) engaging in any pre-screening of potential investors to determine<br> their eligibility to purchase any securities or engaging in any pre-selling efforts for the<br> Bitech’s or any of its Affiliates’ securities; (iv) discussing details of the<br> nature of the securities sold or whether recommendations were made concerning the sale of<br> the securities; (v) engaging in due diligence activities; (vi) providing advice relating<br> to the valuation of or the financial advisability of any investments in Bitech or any of<br> its Affiliates; or (vii) handling any funds or securities on behalf of the Bitech or any<br> of its Affiliates.
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Section 2.05 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date, and shall terminate on the earlier to occur of (i) all of the Development Projects reaching RTB Status or being sold to a third party; and (ii) the Parties’ mutual agreement in writing to terminate this Agreement and the Term.

Section 2.06 Payment for Services.

(a)

In consideration of the provision of the Services related to the BESS Development Projects, and subject to the terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts: (i) the sum of $9,825,000, which the Parties acknowledge and agree shall be deemed payment for prior actions of Affiliates of EIP with respect to the BESS Development Projects (the “BESS Initial Fee”); and (ii) $0.03 per W for each applicable BESS Development Project, subject to such BESS Development Project achieving RTB Status (as to each BESS Development Project, the “BESS RTB Fee”). The BESS Initial Fee and the BESS RTB Fees may be referred to collectively as the “BESS Development Fees”.

| 7 |

| --- | | (b) | In consideration of the provision of the Services related to the Solar Development Projects, and subject to the terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts: (i) the sum of $19,200,000, which the Parties acknowledge and agree shall be deemed payment for prior actions of Affiliates of EIP with respect to the Solar Development Projects (the “Solar Initial Fee”); and (ii) $0.03 per W for each applicable Solar Development Project, subject to such Solar Development Project achieving RTB Status (as to each Solar Development Project, the “Solar RTB Fee”). The Solar Initial Fee and the Solar RTB Fees may be referred to collectively as the “Solar Development Fees”. | | --- | --- | | (c) | In consideration of the provision of the Services related to the Other Development Projects, and subject to the terms and conditions herein, during the Term, for each Other Development Project in which Bitech engages, Bitech shall pay EIP the higher of either (a) fifty percent (50%) of the gross margin or (b) $0.02 per W in cash, subject to such Other Development Project achieving RTB Status (the “Other Development Fees”). |

Section 2.07 Timing of Payment of Fees.

(a)	The<br> BESS Initial Fee and the Solar Initial Fee shall not be due or payable until Bitech has completed<br> one or more Financings which have resulted in Bitech receiving net proceeds of at least $5,000,000,<br> and at such time 15% of the proceeds from such Financing(s) shall be used to make payment<br> on the BESS Initial Fee and the Solar Initial Fee, to be apportioned equally between the<br> two. Thereafter, 15% of any additional proceeds of Financings shall similarly be used to<br> make payment on the BESS Initial Fee and the Solar Initial Fee, to be apportioned equally<br> between the two, until the BESS Initial Fee and the Solar Initial Fee have been paid in full.<br> In the event that the BESS Initial Fee and the Solar Initial Fee have been not paid in full<br> from the 15% of the proceeds of such Financings, any remaining portions of the BESS Initial<br> Fee and the Solar Initial Fee shall be due and payable on the 24-month anniversary of the<br> Effective Date.
(b)	Subject<br> to the requirements as set forth in clause (ii) of Section 2.06(a) and the other limitations<br> herein, the BESS RTB Fees shall be payable at the time that Bitech has obtained project financing<br> with respect to the applicable BESS Development Project to be able to pay such BESS RTB Fees.<br> Subject to the requirements as set forth in clause (ii) of Section 2.06(b) and the other<br> limitations herein, the Solar RTB Fees shall be payable at the time that Bitech has obtained<br> project financing with respect to the applicable Solar Development Project to be able to<br> pay such Solar RTB Fees.
(c)	Subject<br> to the requirements as set forth in Section 2.06(c) and the other limitations herein, the<br> timing and other requirements for the payment of Other Development Fees shall be as agreed<br> in writing by the Parties via an addendum to this Agreement prior to the Parties undertaking<br> such Other Development Projects.

(a)

The BESS Initial Fee and the Solar Initial Fee shall not be due or payable until Bitech has completed one or more Financings which have resulted in Bitech receiving net proceeds of at least $5,000,000, and at such time 15% of the proceeds from such Financing(s) shall be used to make payment on the BESS Initial Fee and the Solar Initial Fee, to be apportioned equally between the two. Thereafter, 15% of any additional proceeds of Financings shall similarly be used to make payment on the BESS Initial Fee and the Solar Initial Fee, to be apportioned equally between the two, until the BESS Initial Fee and the Solar Initial Fee have been paid in full. In the event that the BESS Initial Fee and the Solar Initial Fee have been not paid in full from the 15% of the proceeds of such Financings, any remaining portions of the BESS Initial Fee and the Solar Initial Fee shall be due and payable on the 24-month anniversary of the Effective Date.

(b)

Subject to the requirements as set forth in clause (ii) of Section 2.06(a) and the other limitations herein, the BESS RTB Fees shall be payable at the time that Bitech has obtained project financing with respect to the applicable BESS Development Project to be able to pay such BESS RTB Fees. Subject to the requirements as set forth in clause (ii) of Section 2.06(b) and the other limitations herein, the Solar RTB Fees shall be payable at the time that Bitech has obtained project financing with respect to the applicable Solar Development Project to be able to pay such Solar RTB Fees.

(c)

Subject to the requirements as set forth in Section 2.06(c) and the other limitations herein, the timing and other requirements for the payment of Other Development Fees shall be as agreed in writing by the Parties via an addendum to this Agreement prior to the Parties undertaking such Other Development Projects.

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Section 2.08 Additional Requirements. Subject to the terms and conditions herein, in addition to the other requirements herein, payment of the BESS RTB Fees, the Solar RTB Fees and any Other Development Fees will further be contingent upon (ii) Cole W. Johnson (a) remaining an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bitech and/or (b) as an interest owner in the EIP during the period of time in which the applicable BESS RTB Fees, the Solar RTB Fees or Other Development Fees are payable. Subject to the foregoing, the BESS RTB Fees, the Solar RTB Fees or Other Development Fees shall be payable within ten (10) days of satisfaction of the conditions to payment as set forth herein.

Section 2.09 Payment for Sale of Development Projects. In the event Bitech decides not to proceed with any Development Project(s), Bitech may elect to sell such Development Project(s) to one or more third parties. In such event, Bitech and EIP shall mutually agree to a sales price for the applicable Development Project(s) being sold, and provided that the Parties acknowledge and agree that any sale agreement for such Development Projects shall provide that the buyer thereof shall remain obligated to pay to EIP the BESS Development Fees and/or the Soler Development Fee(s), as applicable, to the extent not already paid by Bitech hereunder, unless otherwise agreed upon by Bitech and EIP.

Section 2.10 Reports. During the Term, Bitech shall provide EIP with a monthly financial report of each Development Project within ten (10) days after each financial quarter ending on March 31, June 30, September 30, and December 31.

Section 2.11 Audits. EIP shall have the right to audit the books and records of Bitech relating to the Development Projects for the purposes of determining the correctness of EIP’s computation and payment of the Development Fees. Such audit may not be conducted more than once in any calendar year and shall be conducted during normal business hours by a national public accounting firm selected by EIP at its cost and reasonably acceptable to Bitech, provided that such accounting firm enters into a reasonable confidentiality agreement prior to commencing any such audit. Bitech shall provide such accounting firm with access to all pertinent books and records and shall reasonably cooperate with such accounting firm’s efforts to conduct such audits. If there has been an underpayment of the aggregate Development Fees due for any calendar year of more than $25,000, Bitech shall reimburse EIP for the reasonable out-of-pocket costs (including accountants’ fees) incurred by EIP in connection with such audit.

Section 2.12 Non-Solicitation. During the Term, and for a period of twenty-four (24) months from the date of termination or expiration of the Term, Bitech shall not, directly or indirectly, solicit for employment or hire, in any capacity, any employee of EIP or any of EIP’s affiliates, or directly or indirectly solicit, entice, or attempt to solicit or entice any clients, customers, or suppliers of EIP or any subsidiary of EIP to divert their business or services from EIP or any subsidiary of EIP, unless expressly agreed in writing; provided, however, that the foregoing provision will not prevent either EIP or Bitech from employing any such person who contacts EIP or Bitech on said person’s own initiative without any direct or indirect solicitation or encouragement from EIP or Bitech or who responds to a general advertisement by Bitech not specifically directed to such person.

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Section 2.13 Non-Disparagement. The Parties agree not to disparage the other Party, or the other Party’s directors, officers, managers, owners, counsel, clients, shareholders, present or former employees, independent contractors, agents, or other associated individuals, or otherwise take any action which could reasonably be expected to adversely affect the other Party’s personal or professional reputation or the general business interests or endeavors of the other Party, provided that the provisions herein shall not restrict any Party from complying with any applicable Laws or regulations or providing truthful testimony or other information as may be required by any court of Governmental Authority. For purposes of this Section 2.13, “disparage” shall mean any negative statement, whether written or oral, about either Party, or either Party’s directors, officers, managers, owners, counsel, clients, shareholders, present or former employees, independent contractors, agents, or other associated individuals. The Parties further agree that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Parties refusing to enter into this Agreement. This Section 2.13 shall remain in effect upon termination of this Agreement.

Section 2.14 Additional Documents. During and following the Term, each of the Parties shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to or following the Effective Date, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the Transactions.

Article III. Representations and Warranties of EIP

As an inducement to, and to obtain the reliance of Bitech and Emergen, EIP represents and warrants to Bitech and Emergen as follows:

Section 3.01 Existence and Power. EIP is a limited liability company, duly organized, validly existing, and in good standing under the Laws of the state of Delaware, and has the limited liability company power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets. EIP has full limited liability company power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 3.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not, violate any provision of EIP’s organizational documents. EIP has taken all actions required by Law, its organizational documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the Transactions.

Section 3.03 Valid Obligation. This Agreement and all Transaction Documents executed by EIP in connection herewith constitute the valid and binding obligations of EIP, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.

Section 3.04 No Conflict With Other Instruments. None of the execution, delivery or performance by EIP of this Agreement or any other Transaction Document to which it is a party does or will contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to EIP.

Section 3.05 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by EIP requires any consent, approval, license, or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

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Section 3.06 No Brokers. EIP has not retained any broker or finder in connection with any of the Transactions, and EIP has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Article IV. Representations and Warranties of Bitech

As an inducement to, and to obtain the reliance of EIP, Bitech represents and warrants to EIP, as follows, and other than as set forth in the reports and filings made by Bitech with the SEC pursuant to the Securities Act or the Exchange Act (the “SEC Reports”), as follows:

Section 4.01 Corporate Existence and Power. Bitech is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Delaware and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The SEC Reports contain copies of the articles of incorporation and bylaws of Bitech as in effect on the Effective Date (the “Bitech Organizational Documents”). The execution and delivery of this Agreement does not, and the consummation of the Transactions will not, violate any provision of Bitech Organizational Documents. Bitech has taken all action required by Law, Bitech Organizational Documents, or otherwise to authorize the execution and delivery of this Agreement, and Bitech has full power, authority, and legal right and has taken all action required by Law, Bitech Organizational Documents or otherwise to consummate the Transactions.

Section 4.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not, violate any provision of Bitech Organizational Documents. Bitech has taken all actions required by Law, Bitech Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the Transactions.

Section 4.03 Valid Obligation. This Agreement and all agreements and other documents executed by Bitech in connection herewith constitute the valid and binding obligations of Bitech, enforceable in accordance with its or their terms, except as may be limited the Enforceability Exceptions.

Section 4.04 No Conflict With Other Instruments. The execution of this Agreement by Bitech and the consummation of the Transactions by Bitech will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Bitech is a party or to which any of its assets, properties or operations are subject.

Section 4.05 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by Bitech requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 4.06 No Brokers. Bitech has not retained any broker or finder in connection with any of the Transactions, and Bitech has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

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Article V. Additional Covenants of the Parties

Section 5.01 Confidentiality.

(a)	For<br> purposes of this Agreement, the Party disclosing Confidential Information (as defined below)<br> hereunder shall be referred to as the “Disclosing Party” and the Party receiving<br> Confidential Information hereunder shall be referred to as the “Receiving Party”.<br> Each Party, as the Receiving Party, agrees to use the Confidential Information of the Disclosing<br> Party received by the Receiving Party solely for the purposes of complying with the terms<br> and conditions of this Agreement and enforcing its rights, and obtaining its benefits, hereunder<br> (the “Purpose”).
(b)	For<br> purposes of this Agreement, and except as provided below, “Confidential Information”<br> of Disclosing Party shall mean any confidential, proprietary or trade secret information,<br> data or know-how which relates to the business, research, services, products, customers,<br> suppliers, employees, or financial information of the Disclosing Party and its subsidiaries<br> and Affiliates, including, but not limited to, product or service specifications, designs,<br> drawings, prototypes, computer programs, models, business plans, marketing plans, financial<br> data, financial statements, financial forecasts and statistical information, in each case<br> that is marked as confidential, proprietary or secret, or with an alternate legend or marking<br> indicating the confidentiality thereof or which, from the nature thereof should reasonably<br> be expected to be confidential or proprietary, in each case which is disclosed by the Disclosing<br> Party or on its behalf, after the date hereof, to the Receiving Party either in writing,<br> orally, by inspection or in any other form or medium. Any technical or business information<br> of a third person furnished or disclosed shall be deemed “Confidential Information”<br> of the Disclosing Party unless otherwise specifically indicated in writing to the contrary.<br> The fact that the Parties are communicating regarding a potential business relationship shall<br> also be deemed “Confidential Information” under this Agreement.
(c)	The<br> Receiving Party agrees to use the Confidential Information of the Disclosing Party only for<br> the Purpose and shall use reasonable care not to disclose Confidential Information to any<br> non-Affiliated third party, such care to be at least equal to the care exercised by Receiving<br> Party as to its own Confidential Information, which standard of care shall not be less than<br> the current industry standard in effect as of the date of such receipt. Receiving Party agrees<br> that it shall make disclosure of any such Confidential Information of the Disclosing Party<br> only to its Affiliates and their respective Representatives, to whom disclosure is reasonably<br> necessary for the Purpose. Receiving Party shall appropriately notify such Representatives<br> that the disclosure is made in confidence and shall be kept in confidence in accordance with<br> this Agreement. Receiving Party shall be responsible for the failure of its Representatives<br> to comply with the terms of this Agreement.
(d)	Without<br> the prior consent of the Disclosing Party, the Receiving Party shall not remove any proprietary,<br> copyright, trade secret or other protective legend from the Confidential Information of the<br> Disclosing Party.
(e)	Receiving<br> Party acknowledges that the Confidential Information of the Disclosing Party disclosed hereunder<br> may constitute “Technical Data” and may be subject to the export laws and regulations<br> of the United States. Receiving Party agrees it will not knowingly export, directly or indirectly,<br> any Confidential Information of the Disclosing Party or any direct product incorporating<br> any Confidential Information of the Disclosing Party, whether or not otherwise permitted<br> under this Agreement, to any countries, agencies, groups, or companies prohibited by the<br> United States Government unless proper authorization is obtained.

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| --- | | (f) | Nothing herein shall be construed as granting to Receiving Party or its Affiliates any right or license to use or practice any of the information defined herein as Confidential Information of the Disclosing Party and which is subject to this Agreement as well as any trade secrets, know-how, copyrights, inventions, patents, or other intellectual property rights now or hereafter owned or controlled by the Disclosing Party. Except as allowed by applicable law, Receiving Party shall not use any trade name, service mark or trademark of the Disclosing Party or refer to the Disclosing Party in any promotional or sales activity or materials without first obtaining the prior written consent of the Disclosing Party. | | --- | --- | | (g) | The obligations imposed in Section 5.01(c) shall not apply to any Confidential Information that (i) was already in the possession of Receiving Party at the time of disclosure without restrictions on its use or is independently developed by Receiving Party after the effective date of this Agreement, provided that the person or persons developing same have not used such information received from the Disclosing Party, or is rightfully obtained from a source other than from the Disclosing Party; (ii) is in the public domain at the time of disclosure or subsequently becomes available to the general public through no fault of Receiving Party; (iii) is obtained by Receiving Party from a third person who is under no obligation of confidence to the Disclosing Party; or (iv) is disclosed without restriction by the Disclosing Party. | | --- | --- | | (h) | EIP acknowledges and agrees that Bitech is a public company, currently trading on the OTC Markets. EIP agrees that, for as long as any information, including Confidential Information of Bitech, continues to meet the definition of Material Non-Public Information (as defined below) as set forth herein (the “Standstill Period”), EIP shall not, and EIP shall ensure that none of its Affiliates or Representatives shall: (i) buy or sell any securities or derivative securities of or related to Bitech, or any interest therein; (ii) undertake any actions or activities that would reasonably be expected to result in a violation of the Securities Act, as amended, or the rules and regulations thereunder, or of the Exchange Act, including, without limitation, Section 10(b) thereunder, or the rules and regulations thereunder, including, without limitation, Rule 10b-5 promulgated thereunder; (iii) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in (1) any acquisition of any securities (or beneficial ownership thereof) or all or substantially all of the assets of Bitech or any of its subsidiaries, (2) any tender or exchange offer, merger or other business combination involving Bitech or any of its subsidiaries, (3) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Bitech or any of its subsidiaries, or (4) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of Bitech; (iv) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the securities of Bitech; (v) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving Bitech or its securities or assets; (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, Bitech Board or policies of Bitech; (vii) take any action which might force Bitech to make a public announcement regarding any of the types of matters set forth in clause (iii) of this Section 5.01(h); or (viii) enter into any discussions or arrangements with any third party with respect to any of the foregoing. EIP also agrees during the Standstill Period not to request Bitech (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 5.01(h) (including this sentence). | | --- | --- |

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| --- | | (i) | For purposes of this Agreement “Material Non-Public Information” shall mean any information obtained by EIP, whether otherwise constituting Confidential Information or not, with respect to which there is a substantial likelihood that a reasonable investor would consider such information important or valuable in making any of his, her or its investment decisions or recommendations to others with respect to Bitech or any of its equity securities or debt, or any derivatives thereof, or information that is reasonably certain to have an effect on the price, value or trading price of Bitech’s equity securities or debt, or any derivatives thereof, whether positive or negative. | | --- | --- |

Section 5.02 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify each of the other Parties of:

(a)	any<br> notice or other communication from any Person alleging that the consent of such Person is<br> or may be required in connection with any of the Transactions;
(b)	any<br> notice or other communication from any governmental or regulatory agency or authority in<br> connection with the Transactions; and
(c)	any<br> actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened<br> against, relating to or involving or otherwise affecting such Party that, if pending on the<br> date of this Agreement, would have been required to have been disclosed pursuant hereto or<br> that relates to the consummation of the Transactions.

Article VI. Termination; Survival

Section 6.01 Termination. This Agreement may be terminated at any time prior to the expiration of the Term:

(a)	By<br> the mutual written consent of the Parties;
(b)	By<br> Bitech if EIP has violated or breached any of the covenants or agreements of EIP set forth<br> herein, or any of the representations or warranties of EIP set forth herein has become inaccurate<br> or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure,<br> has not been cured by EIP, within twenty (20) Business Days after receipt by EIP of written<br> notice thereof from Bitech;
(c)	By<br> EIP if Bitech or Emergen has violated or breached any of the covenants or agreements of Bitech<br> or Emergen set forth herein, or any of the representations or warranties of Bitech or Emergen<br> set forth herein has become inaccurate or untrue, which violation, breach, inaccuracy or<br> untruth, if reasonable capable of cure, has not been cured by Bitech or Emergen, within twenty<br> (20) Business Days after receipt by Bitech of written notice thereof from EIP; or

(a)

By the mutual written consent of the Parties;

(b)

By Bitech if EIP has violated or breached any of the covenants or agreements of EIP set forth herein, or any of the representations or warranties of EIP set forth herein has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by EIP, within twenty (20) Business Days after receipt by EIP of written notice thereof from Bitech;

(c)

By EIP if Bitech or Emergen has violated or breached any of the covenants or agreements of Bitech or Emergen set forth herein, or any of the representations or warranties of Bitech or Emergen set forth herein has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by Bitech or Emergen, within twenty (20) Business Days after receipt by Bitech of written notice thereof from EIP; or

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| --- | | (d) | By any Party, if a court of competent jurisdiction or other Governmental Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions and such order or action shall have become final and nonappealable; or | | --- | --- |

Section 6.02 Specific Enforcement. Notwithstanding the foregoing, the Parties acknowledge and agree that (i) if Bitech has a right to terminate this Agreement pursuant to the provisions of Section 6.01(b), Bitech may elect not to terminate this Agreement and may instead seek to specifically enforce this Agreement pursuant to the provisions of Section 8.05; and (ii) if EIP has a right to terminate this Agreement pursuant to the provisions of Section 6.01(c), EIP may elect not to terminate this Agreement and may instead seek to specifically enforce this Agreement pursuant to the provisions of Section 8.05.

Section 6.03 Survival After Termination. If this Agreement is terminated by in accordance with Section 6.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that:

(a)	To<br> the extent not fully paid prior to such termination, the BESS Initial Fee and the Solar Initial<br> Fee shall remain payable to EIP pursuant to the terms and conditions herein, as though this<br> Agreement and the Term remained in effect;
(b)	In<br> the event of any sale of any Development Projects following such termination, the provisions<br> of Section 2.09 shall continue to apply, with respect to the payment of any portion of the<br> BESS Initial Fee and the Solar Initial Fee which has not been paid by Bitech as of the date<br> of such termination;
(c)	this<br> Section 6.03 and Article VIII, and any such additional provisions as required to give effect<br> to the provisions of Section 6.03(a) and Section 6.03(b) shall survive the termination of<br> this Agreement; and
(d)	nothing<br> herein shall relieve any Party from any liability for fraud or any willful and material breach<br> of the provisions of this Agreement prior to the termination of this Agreement.

Article VII. Indemnification

Section 7.01 Indemnification of Bitech. EIP hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable Law, Bitech, Emergen and each of their Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Bitech Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any Bitech Indemnified Party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of EIP contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; or (ii) any claim for brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of EIP or any of its Representatives.

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Section 7.02 Indemnification of EIP . Bitech hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable Law, EIP and its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “EIP Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any EIP Indemnified Party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of Bitech or Emergen contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; or (ii) any claim for brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of any of Bitech or Emergen or any of their Representatives.

Section 7.03 Procedure. The following shall apply with respect to all claims by any EIP Indemnified Party or Bitech Indemnified Party for indemnification with respect to actions by third-parties (with any references herein to an “Indemnified Party” being a reference to an EIP Indemnified Party or a Bitech Indemnified Party, as applicable, and any references herein to an “Indemnifying Party” being a reference to Bitech or EIP, as applicable):

(a)

Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 7.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

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| --- | | (b) | Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 7.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party consents to such firm offer the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party objects to such offer, or does not provide a response to such firm offer within ten days after its receipt of such notice (in which case the Indemnified Party shall be deemed to not have consented to such offer), the Indemnified Party shall thereafter assume the defense of such Third-Party Claim and shall continue to contest or defend such Third-Party Claim and in such event the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party has assumed the defense pursuant to this Section 7.03(b), the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). | | --- | --- | | (c) | Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have accepted liability for such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. | | (d) | Cooperation. Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder. |

Section 7.04 Periodic Payments. Any indemnification required by this Article VII for costs, disbursements or expenses of any Indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

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Section 7.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 7.06 Time Limit. The obligations of Bitech and EIP under Section 7.01 and Section 7.02, respectively, shall expire two (2) years from the expiration of the Term, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article VII which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the Indemnified Party.

Section 7.07 Certain Limitations. The indemnification provided for in Section 7.01 and Section 7.02 shall be subject to the following limitations:

(a)	EIP<br> shall not be liable to Bitech Indemnified Parties for indemnification under Section 7.01<br> until the aggregate amount of all Losses in respect of indemnification under Section 7.01<br> exceeds $10,000 (the “Basket”), in which event EIP shall be required to pay or<br> be liable for all such Losses in excess of the Basket.
(b)	Bitech<br> shall not be liable to the EIP Indemnified Parties for indemnification under Section 7.02<br> until the aggregate amount of all Losses in respect of indemnification under Section 7.02<br> exceeds the Basket, in which event Bitech shall be required to pay or be liable for all such<br> Losses in excess of the Basket.

Section 7.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and any indemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any indemnified party’s or by reason of the fact that such indemnified party knew or should have known that any such representation or warranty is, was or might be inaccurate.

Section 7.09 Exclusive Remedy. The indemnification provisions contained in this Article VII shall be the sole and exclusive remedy of the Parties with respect to the Transactions for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the Parties hereto or any other provision of this Agreement or arising out of the Transactions, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a Party that is to be performed, or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the Transactions. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, to the fullest extent permitted under applicable Law and except as otherwise specified in this Article VII, any and all rights, claims and causes of action it may have against any other Party hereto relating to the subject matter of this Agreement or any other agreement, certificate or other document or instrument delivered pursuant to this Agreement, arising under or based upon any applicable Law.

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Article VIII. Miscellaneous

Section 8.01 Governing Law; Jurisdiction.

(a)	This<br> Agreement, and any and all claims, proceedings or causes of action relating to this Agreement<br> or arising from this Agreement or the transactions contemplated herein, including, without<br> limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,<br> governed and enforced under and solely in accordance with the substantive and procedural<br> Laws of the State of Delaware, in each case as in effect from time to time and as the same<br> may be amended from time to time, and as applied to agreements performed wholly within the<br> State of Delaware.
(b)	Each<br> of the Parties (a) irrevocably consents and agrees that any legal or equitable action or<br> proceedings arising under or in connection with this Agreement shall be brought exclusively<br> in the state or federal courts of the United States with jurisdiction in Orange County, California.<br> By execution and delivery of this Agreement, each Party hereto irrevocably submits to and<br> accepts, with respect to any such action or proceeding, generally and unconditionally, the<br> jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party<br> may now or hereafter have to object to such jurisdiction.

(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)

Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Orange County, California. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.

Section 8.02 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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 8.02. Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Section 8.03 Dispute Resolution.

(a)	In<br> any dispute over or in any way related to the provisions of this Agreement and in all other<br> disputes among the Parties hereto, including issues of enforceability, termination, and arbitrability,<br> the dispute shall be resolved as set forth in this Section 8.03.
(b)	The<br> Parties shall first negotiate in good faith to attempt to resolve the Dispute.
(c)	In<br> the event that the Parties are unable to resolve the dispute as set forth in Section 8.03(b)<br> within thirty (30) days) of the commencement of efforts to do so, then the dispute shall<br> then be submitted to non-binding mediation. The Parties shall apply to the American Arbitration<br> Association for a mediator, with the mediation to take place via remote teleconference means<br> unless otherwise agreed between the Parties.

(a)

In any dispute over or in any way related to the provisions of this Agreement and in all other disputes among the Parties hereto, including issues of enforceability, termination, and arbitrability, the dispute shall be resolved as set forth in this Section 8.03.

(b)

The Parties shall first negotiate in good faith to attempt to resolve the Dispute.

(c)

In the event that the Parties are unable to resolve the dispute as set forth in Section 8.03(b) within thirty (30) days) of the commencement of efforts to do so, then the dispute shall then be submitted to non-binding mediation. The Parties shall apply to the American Arbitration Association for a mediator, with the mediation to take place via remote teleconference means unless otherwise agreed between the Parties.

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| --- | | (d) | In the event that the mediation as set forth in Section 8.03(c) fails to resolve all of the issues between or among the Parties, or if mediation is not held within sixty (60) days of the commencement of efforts to resolve the dispute pursuant to Section 8.03(b), then the matter or any remaining matters shall be submitted to final, non-appealable and binding arbitration before a panel of three (3) arbitrator. The arbitration shall be held by the American Arbitration Association (the “AAA”) in accordance with the Commercial Arbitration Rules of the AAA. The arbitration will be conducted in English. Each of Bitech and EIP shall choose one (1) arbitrator to serve on the arbitration tribunal, with those two (2) arbitrators choosing the third arbitrator to serve on the arbitration tribunal. Arbitration shall be held via remote teleconference means unless otherwise agreed between the Parties, and if required by the arbitrators to be held in person, shall be held in Orange County, California. The arbitrators may issue any preliminary, injunctive, and/or equitable relief. | | --- | --- | | (e) | Nothing in this Section 8.03 will serve to restrict the ability to apply for emergency relief. | | (f) | Any Party may, after failure of the negotiation and mediation procedures above, commence arbitration of the dispute by sending a written request for arbitration to all other Parties. The request shall state the nature of the dispute to be resolved by arbitration, and arbitration shall be commenced as soon as practical after such Parties receive a copy of the written request. The Parties may not bring suit regarding any disputes, controversies, or claims subject to this Section 8.03 in any venue other than an arbitration pursuant to this Section 8.03, except in order to enforce this Section 8.03 or enforce an arbitral award made pursuant to this Section 8.03. In the event that a Party attempts to bring an action in violation of this Section 8.03, the Parties agree that the other Parties will be entitled to the arbitrators or judge entering an injunction to enjoin such unauthorized action. | | (g) | All Parties shall initially share the cost of arbitration, but the prevailing Party or Parties shall be awarded attorneys’ fees, costs, and other expenses of arbitration as determined by the arbitrators. All arbitration decisions shall be final, binding, and conclusive on all the Parties to arbitration, and legal judgment may be entered based upon such decision in accordance with applicable Law in any court having jurisdiction to do so. The Parties agree that the arbitral award shall be recognized by any applicable courts pursuant to all applicable statutes, conventions, and treaties. This Section 8.03 shall survive any expiration or termination of this Agreement, any merger or integration clause, and shall continue to inure to the benefit of the Parties hereto, for all purposes. | | (h) | The Laws of the State of Delaware shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the Laws of the State of Delaware applicable to a contract negotiated, signed, and wholly to be performed in the State of Delaware, which Laws the arbitrators shall apply in rendering their decision. The arbitrators shall issue a written decision, setting forth findings of fact and conclusions of Law, within sixty (60) days after they shall have been selected. The arbitrators shall have no authority to award punitive or other exemplary damages. |

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| --- | | (i) | On application to the arbitrators, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the arbitrators shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 8.03(h). | | --- | --- | | (j) | Any judgment upon any award rendered by the arbitrators may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) located in Orange County, California to enforce any award of the arbitrators or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the arbitrators to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. |

Section 8.04 Limitation on Damages. In no event will any Party be liable to any other Partyunder or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequentialdamages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of thepossibility of such damage.

Section 8.05 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 8.06 Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a business day, addressee’s day and time, on the date of delivery, and otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by 4:00PM on a business day, addressee’s day and time, and otherwise on the first business day after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to Bitech, to:

Bitech Technologies Corporation

Attention: Benjamin Tran

895 Dove Street, Suite 300

Newport Beach, CA 92660

Email: ben@bitech.tech

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With a copy, which shall not constitute notice, to:

Anthony, Linder & Cacomanolis, PLLC

Attn: John Cacomanolis and Lazarus Rothstein

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

Email: jcacomanolis@alclaw.com; lrothstein@alclaw.com

If to EIP, to:

Energy Independent Partners LLC

Attention: Cole Johnson

777 Main St Ste 3000

Fort Worth, TX 76102-5365

Email: cole.johnson@cwj-bl.com

with a copy, which shall not constitute notice, to:

Kearney, McWilliams & Davis, PLLC

Attn: 77036 Bridgelink

55 Waugh #150

Houston, TX 77007

Email: bnevills@kmd.law; jwalters@kmd.law; vpatel@kmd.law

Section 8.07 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 8.08 Third Party Beneficiaries. This contract is strictly between the Parties, and except as specifically provided herein, no other Person and no director, officer, members, stockholder, employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 8.09 Expenses. Subject to Article VII, Section 8.03 and Section 8.07, and 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 the Transactions.

Section 8.10 Entire Agreement. This Agreement and the other Transaction Documents represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 8.11 Survival. The representations, warranties, and covenants of the respective Parties shall survive the expiration or termination of the Term for a period of two years.

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Section 8.12 Amendment; Waiver.

(a)	This<br> Agreement cannot be amended, except by a writing signed by each of the Parties and cannot<br> be terminated orally or by course of conduct. No provision hereof can be waived, except by<br> a writing signed by the Party against whom such waiver is to be enforced, and any such waiver<br> shall apply only in the particular instance in which such waiver shall have been given.
(b)	Neither<br> any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction<br> of any condition herein nor any course of dealing shall constitute a waiver of or prevent<br> any Party from enforcing any right or remedy or from requiring satisfaction of any condition.<br> No notice to or demand on a Party waives or otherwise affects any obligation of that Party<br> or impairs any right of the Party giving such notice or making such demand, including any<br> right to take any action without notice or demand not otherwise required by this Agreement.<br> No exercise of any right or remedy with respect to a breach of this Agreement shall preclude<br> exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with<br> respect to such breach, or subsequent exercise of any right or remedy with respect to any<br> other breach.
(c)	Except<br> as otherwise expressly provided herein, no statement herein of any right or remedy shall<br> impair any other right or remedy stated herein or that otherwise may be available.

(a)

This Agreement cannot be amended, except by a writing signed by each of the Parties and cannot be terminated orally or by course of conduct. No provision hereof can be waived, except by a writing signed by the Party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.

(b)

Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(c)

Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.

Section 8.13 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 8.14 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 8.15 No Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. 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.

Section 8.16 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Party shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the Transactions shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the Transactions.

Section 8.17 Further Assurances. From and after the Effective Date, each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the Transactions.

Section 8.18 Counterparts. 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

[SignaturePages Follow]

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

Bitech Technologies Corporation
By:	/s/ Benjamin Tran
Name:	Benjamin<br> Tran
Title:	Chief<br> Executive Officer
Emergen Energy LLC
By:	Bitech<br> Technologies Corporation
Its:	Manager
By:	/s/ Benjamin Tran
Name:	Benjamin<br> Tran
Title:	Chief<br> Executive Officer
Energy Independent Partners LLC
By:	/s/ Cole Johnson
Name:	Cole<br> Johnson
Title:	Manager

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Exhibit A

BESS Development Projects

ISO	State	Zone	BESS (Mwac)	BESS (MWhr)
[***]	TX	ERCOT-Houston	100	400
[***]	TX	ERCOT-South	100	400
[***]	TX	ERCOT/West	60	240
[***]	TX	ERCOT/West	60	240
[***]	TX	ERCOT/West	60	240
[***]	TX	ERCOT/West	60	240
[***]	TX	ERCOT/West	60	240
[***]	TX	ERCOT/West	60	240
[***]	TX	ERCOT/West	60	240
[***]	TX	ERCOT/West	100	400
[***]	TX	ERCOT/North	120	480
ERCOT			840	3,360
WECC
[***]	TX	WECC	25	100
[***]	AZ	WECC	100	400
[***]	AZ	WECC	100	400
[***]	AZ	WECC	100	400
[***]	AZ	WECC	100	400
TOTAL			425	1,700
PJM
[***]	VA	PJM	50	200
[***]	PA	PJM	50	200
TOTAL			100	400
MISO
[***]	LA	MISO	120	480
[***]	LA	MISO	120	480
[***]	LA	MISO	120	480
[***]	LA	MISO	120	480
[***]	LA	MISO	120	480
TOTAL			600	2,400
TOTAL Mwac			1,965	7,860

Exhibit B

Solar Development Projects

ISO	State	Zone	Solar (MWac)
ERCOT
[***]	TX	ERCOT-Houston	100
[***]	TX	ERCOT-South	100
[***]	TX	ERCOT/West	120
[***]	TX	ERCOT/West	120
[***]	TX	ERCOT/West	120
[***]	TX	ERCOT/West	120
[***]	TX	ERCOT/West	120
[***]	TX	ERCOT/West	120
[***]	TX	ERCOT/West	120
TOTAL			1,040
WECC
[***]	TX	WECC	50
[***]	AZ	WECC	250
[***]	AZ	WECC	250
[***]	AZ	WECC-PURPA	75
[***]	AZ	WECC-PURPA	75
[***]	AZ	WECC	325
[***]	AZ	WECC-PURPA	75
[***]	AZ	WECC	250
[***]	AZ	WECC	250
TOTAL			1,600
PJM
[***]	VA	PJM	100
[***]	PA	PJM	150
TOTAL			250
MISO
[***]	LA	MISO	250
[***]	LA	MISO	250
[***]	LA	MISO	225
[***]	LA	MISO	225
TOTAL			950
TOTAL Mwac			1,93,84065

Exhibit10.2

ExecutiveEmployment Agreement

[BenjaminTran]

Dated as of April 24, 2024

This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Bitech Technologies Corporation, a Delaware corporation (the “Company”) and Benjamin Tran (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 Chief Executive 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

Employment.

(a)	Term.<br> The term of this Agreement (the “Initial Term”) shall begin as of the Effective<br> Date and shall end on the earlier of (i) the fifth (5^th^) annual anniversary of<br> the Effective Date and (ii) the time of the termination of the Executive’s employment<br> in accordance with Section 3. The Initial Term and any Renewal Term (as defined below) shall<br> automatically be extended for one or more additional terms of one (1) year each (each a “Renewal<br> Term” and together with the Initial Term, the “Term”), unless either the<br> Company or Executive provides notice to the other Party of their desire to not so renew the<br> Initial Term or Renewal Term (as applicable) with at least thirty (30) days’ written<br> notice prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.<br> Executive’s employment with the Company shall be “at will,” meaning that<br> either Executive or the Company may terminate Executive’s employment at any time and<br> for any reason, subject to Section 3. Any contrary representations that may have been made<br> to Executive are superseded by this Agreement.
(b)	Duties.<br> The Company hereby appoints Executive, and Executive shall serve, as the Chief Executive<br> Officer of the Company and shall report to the Board of Directors of the Company (the “Board”)<br> and to such other persons as designated by the Board. The Executive shall have such duties<br> and responsibilities as are consistent with Executive’s position with the Company.<br> In addition, the Executive shall perform all other duties and accept all other responsibilities<br> incident to such position as may reasonably assigned to Executive by the Board.
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(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 (5^th^) 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 Chief Executive 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.

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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<br> Salary. The Company shall pay to the Executive an annual base salary of $240,000, payable<br> on a monthly basis commencing on the Effective Date (as the same may be adjusted herein,<br> the “Base Salary”). The Base Salary shall be paid in accordance with the Company’s<br> payroll policies.
(b)	Option<br> Issuance. On the Effective Date, the Company shall issue to Executive options to acquire<br> 20,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common<br> Stock”) at various exercise prices, as set forth in and pursuant to the Option Agreement<br> in the form as attached hereto as Exhibit A (the “Option Agreement”), which Options<br> shall be subject to vesting and forfeiture as set forth herein and in the Option Agreement<br> (the “Options”). The number of shares of Common Stock subject to the Options<br> and the exercise price of the Options shall be subject to adjustment as set forth in the<br> Option Agreement and shall survive the termination of this Agreement.
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(c)	Bonus.<br> The Executive shall be eligible to receive any discretionary bonuses as determined by the<br> Board.
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(d)	Fringe<br> Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent<br> with the practices of the Company, and to the extent the Company provides similar benefits<br> to the Company’s executive officers.
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(e)	Business<br> Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary<br> out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection<br> with the performance of Executive’s duties hereunder and in accordance with the Company’s<br> expense reimbursement policies and procedures.
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(f)	D&O<br> Insurance. Executive shall have the exclusive option to obtain Directors & Officers<br> Insurance (“D&O Insurance”) and the Company shall reimburse Executive for<br> D&O Insurance.
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Section 3. Termination.

(a)	Definition<br> of Cause. For purposes hereof, “Cause” shall mean:
(i)	a<br> violation of any material written rule or policy of the Company for which violation any employee<br> may be terminated pursuant to the written policies of the Company reasonably applicable to<br> an executive employee;
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(ii)	misconduct<br> by the Executive to the material detriment of the Company;
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(iii)	the<br> Executive’s conviction (by a court of competent jurisdiction, not subject to further<br> appeal) of, or pleading guilty to, a felony;
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(iv)	the<br> Executive’s gross negligence in the performance of Executive’s duties and responsibilities<br> to the Company as described in this Agreement; or
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(v)	the<br> Executive’s material failure to perform Executive’s duties and responsibilities<br> to the Company as described in this Agreement (other than any such failure resulting from<br> the Executive’s incapacity due to physical or mental illness or any such failure subsequent<br> to the Executive being delivered a notice of termination without Cause by the Company or<br> delivering a notice of termination for Good Reason to the Company), in either case after<br> written notice from the Board to the Executive of the specific nature of such material failure<br> and the Executive’s failure to cure such material failure within 10 days following<br> receipt of such notice.
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(b)	Definition<br> of Good Reason. For purposes hereof, “Good Reason” shall mean:
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(i)	at<br> any time following a Change of Control (as defined below), a material diminution by the Company<br> of compensation and benefits (taken as a whole) provided to the Executive immediately prior<br> to a Change of Control;
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(ii)	a<br> reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board<br> reduction in salaries of management personnel; or
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(iii)	a<br> material breach by the Company of any of the terms and conditions of this Agreement which<br> the Company fails to correct within 10 days after the Company receives written notice from<br> Executive of such violation.
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(c)	Definition<br> of Change of Control. A “Change of Control” shall be deemed to have occurred<br> if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under<br> the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities<br> representing more than 50% of the combined voting power of the Company is acquired by any<br> “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than<br> the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities<br> under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company<br> with or into another corporation where the shareholders of the Company, immediately prior<br> to the consolidation or merger, would not, immediately after the consolidation or merger,<br> beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly<br> or indirectly, shares representing in the aggregate 50% or more of the combined voting power<br> of the securities of the corporation issuing cash or securities in the consolidation or merger<br> (or of its ultimate parent corporation, if any) in substantially the same proportion as their<br> ownership of the Company immediately prior to such merger or consolidation, or (iii) the<br> sale or other disposition of all or substantially all of the Company’s assets to an<br> entity, other than a sale or disposition by the Company of all or substantially all of the<br> Company’s assets to an entity, at least 50% of the combined voting power of the voting<br> securities of which are owned directly or indirectly by shareholders of the Company, immediately<br> prior to the sale or disposition, in substantially the same proportion as their ownership<br> of the Company immediately prior to such sale or disposition.
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(d)	Termination<br> by the Company. The Company may terminate the Term and Executive’s employment hereunder<br> at any time, with or without Cause, subject to the terms and conditions herein.
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(i)	For<br> Cause. In the event that the Company terminates the Term or Executive’s employment<br> hereunder with Cause, then in such event, subject to Section 3(i), (i) the Company shall<br> pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed<br> expenses, pursuant to the terms of Section 2(e), incurred by the Executive in each case through<br> the termination date, and each of which shall be paid within 10 days following the termination<br> date; (ii) any unvested portion of any equity granted to Executive hereunder or under the<br> Award Agreement or any other agreements with the Company (collectively, the “Equity<br> Grants”) shall immediately be forfeited as of the termination date without any further<br> action of the Parties; and (iii) all of the Parties’ rights and obligations hereunder<br> shall thereafter cease, other than such rights or obligations which arose prior to the termination<br> date or in connection with such termination, and subject to Section 15.
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(ii)	Without<br> Cause. In the event that the Company terminates the Term or Executive’s employment<br> hereunder without Cause, then in such event, subject to Section 3(i), (i) the Company shall<br> pay to Executive any Base Salary, bonuses, and benefits then owed or accrued, and any unreimbursed<br> expenses incurred by the Executive in each case through the termination date, and each of<br> which shall be paid within 10 days following the termination date; (ii) the Company shall<br> pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been<br> paid to Executive for the remainder of the Initial Term (if such termination occurs during<br> the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as<br> applicable, which shall be paid within 10 days following the termination date; (iii) any<br> Equity Grant already made to Executive shall, to the extent not already vested, be deemed<br> automatically vested; and (iv) all of the Parties’ rights and obligations hereunder<br> shall thereafter cease, other than such rights or obligations which arose prior to the termination<br> date or in connection with such termination, and subject to Section 15.
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(e)	Termination<br> by the Executive. The Executive may terminate the Term and resign from Executive’s<br> employment hereunder at any time, with or without Good Reason.
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(i)	With<br> Good Reason. In the event that Executive terminates the Term or resigns from Executive’s<br> employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and<br> Executive shall, subject to Section 3(i), be entitled to such benefits (including without<br> limitation any vesting of unvested shares under any Equity Grant), that would have been payable<br> to Executive or which Executive would have received had the Term and Executive’s employment<br> been terminated by the Company without Cause pursuant to Section 3(d)(ii).
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(ii)	Without<br> Good Reason. In the event that Executive terminates the Term or resigns from Executive’s<br> employment hereunder without Good Reason, the Company shall pay to Executive the amounts,<br> and Executive shall be entitled, subject to Section 3(i), to such benefits (including without<br> limitation any vesting of unvested shares under any Equity Grant), that would have been payable<br> to Executive or which Executive would have received had the Term and Executive’s employment<br> been terminated by the Company with Cause pursuant to Section 3(d)(i).
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(f)	Termination<br> by Death or Disability. In the event of the Executive’s death or total disability<br> (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during<br> the Term, the Term and Executive’s employment shall terminate on the date of death<br> or total disability. In the event of such termination, the Company’s sole obligations<br> hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary,<br> accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata<br> bonus for the year of termination based on the Executive’s target bonus for such year<br> and the portion of such year in which the Executive was employed, and reimbursement of expenses<br> pursuant to the terms hereon through the effective date of termination, each of which shall<br> be paid within 10 days following the date of the Executive’s termination, and any unvested<br> portion of any Equity Grants shall immediately be forfeited as of the termination date without<br> any further action of the Parties.
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(g)	Non-Renewal.<br> In the event that the Term is not renewed by the Company pursuant to the provisions of Section<br> 1(a), any unvested portion of any Equity Grants shall immediately vest as of the expiration<br> of the Term without any further action of the Parties. In the event that the Term is not<br> renewed by the Executive pursuant to the provisions of Section 1(a), any unvested portion<br> of any Equity Grants shall immediately be forfeited as of the expiration of the Term without<br> any further action of the Parties.
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(h)	Change<br> of Control. In the event that a Change of Control occurs during the Term, any unvested<br> portion of any Equity Grants shall, to the extent not already vested, be deemed automatically<br> vested immediately without any further action of the Parties.
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(i)	Conflict.<br> In the event of a conflict between the terms and conditions herein and those in any other<br> agreement or contract between the Company and the Executive with respect to any Equity Grants<br> granted to Executive, the terms and conditions of such other agreement or contract shall<br> control.
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Section 4. Payments.

(a)	Anything<br> in this Agreement to the contrary notwithstanding, if it is determined that any payment or<br> benefit provided to the Executive under this Agreement or otherwise, whether or not in connection<br> with a Change of Control (a “Payment”), would constitute an “excess parachute<br> payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as<br> amended (the “Code”), such that the Payment would be subject to an excise tax<br> under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the<br> Executive an additional amount (the “Gross-Up Payment”) such that the net amount<br> of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and<br> any federal, state and local income and employment tax on the Gross-Up Payment, shall be<br> equal to the Excise Tax due on the Payment and any interest and penalties in respect of such<br> Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall<br> be deemed to pay federal income tax and employment taxes at the highest marginal rate of<br> federal income and employment taxation in the calendar year in which the Gross-Up Payment<br> is to be made and state and local income taxes at the highest marginal rate of taxation in<br> the state and locality of Executive’s residence (or, if greater, the state and locality<br> in which Executive is required to file a nonresident income tax return with respect to the<br> Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum<br> reduction in federal income taxes that may be obtained from the deduction of such state and<br> local taxes.
(b)	All<br> determinations made pursuant to Section 4(a) shall be made by the Company which shall provide<br> its determination and any supporting calculations (the “Determination”) to the<br> Executive within thirty days of the date of the Executive’s termination or any other<br> date selected by the Executive or the Company. Within ten calendar days of the delivery of<br> the Determination to the Executive, the Executive shall have the right to dispute the Determination<br> (the “Dispute”). The existence of any Dispute shall not in any way affect the<br> Executive’s right to receive the Gross-Up Payments in accordance with the Determination.<br> If there is no dispute, the Determination by the Company shall be final, binding and conclusive<br> upon the Executive, subject to the application of Section 4(c). Within ten days after the<br> Company’s determination, the Company shall pay to the Executive the Gross-Up Payment,<br> if any. If the Company determines that no Excise Tax is payable by the Executive, it will,<br> at the same time as it makes such Determination, furnish Executive with an opinion that the<br> Executive has substantial authority not to report any Excise Tax on Executive’s federal,<br> state, local income or other tax return. The Company agrees to indemnify and hold harmless<br> the Executive of and from any and all claims, damages and expenses resulting from or relating<br> to its determinations pursuant to this Section 4(b), except for claims, damages or expenses<br> resulting from the gross negligence or willful misconduct of the Company.
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(c)	As<br> a result of the uncertainty in the application of sections 4999 and 280G of the Code, it<br> is possible that the Gross-Up Payments either will have been made which should not have been<br> made, or will not have been made which should have been made, by the Company (an “Excess<br> Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is<br> established pursuant to (A) a final determination of a court for which all appeals have been<br> taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue<br> Service (the “IRS”) proceeding which has been finally and conclusively resolved,<br> that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed<br> for all purposes to be a loan to the Executive made on the date the Executive received the<br> Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the<br> Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment<br> or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if<br> the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess<br> Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d)<br> of the Code) compounded semi-annually for any period during which the Executive held such<br> Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect<br> of any period during which the IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment<br> occurs as determined under one or more of the following circumstances: (I) such determination<br> is made by the Company (which shall include the position taken by the Company, together with<br> its consolidated group, on its federal income tax return) or is made by the IRS, (II) such<br> determination is made by a court, or (III) such determination is made upon the resolution<br> to the Executive’s satisfaction of the Dispute, then the Company shall pay an amount<br> equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination<br> or resolution, together with interest on such amount at 120% of the applicable federal rate<br> compounded semi-annually from the date such amount should have been paid to the Executive<br> pursuant to the terms of this Agreement or otherwise, but for the operation of this Section<br> 4(c), until the date of payment.
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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.<br> For purposes of this Agreement, “Confidential Information” shall mean all<br> Company Work Product (as hereinafter defined) and all non-public written, electronic, and<br> oral information or materials of Company communicated to or otherwise obtained by Executive<br> in connection with this Agreement, which is related to the products, business and activities<br> of Company, its Affiliates (as defined below), and subsidiaries, and their respective customers,<br> clients, suppliers, and other entities with which such party does business, including: (i)<br> all costing, pricing, technology, software, documentation, research, techniques, procedures,<br> processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual<br> property and all other proprietary information of Company; (ii) the terms of this Agreement;<br> and (iii) any other information identified as confidential in writing by Company. Confidential<br> Information shall not include information that: (a) was lawfully known by Executive without<br> an obligation of confidentiality before its receipt from Company; (b) is independently developed<br> by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly<br> available without a breach by Executive of this Agreement; or (d) is disclosed to Executive<br> by a third party which is not required to maintain its confidentiality. An “Affiliate”<br> of a Party shall mean any entity directly or indirectly controlling, controlled by, or under<br> common control with, such Party at any time during the Term for so long as such control exists.
(b)	Company<br> Ownership. Company shall retain all right, title, and interest to the Confidential Information,<br> including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets<br> and other intellectual property rights inherent therein and appurtenant thereto. Subject<br> to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive,<br> non-transferable, license during the Term to use any Confidential Information solely to the<br> extent that such Confidential Information is necessary for the performance of Executive’s<br> duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire<br> any proprietary rights whatsoever in Confidential Information, which shall be the sole and<br> exclusive property and confidential information of Company. No identifying marks, copyright<br> or proprietary right notices may be deleted from any copy of Confidential Information. Nothing<br> contained herein shall be construed to limit the rights of Company from performing similar<br> services for, or delivering the same or similar deliverable to, third parties using the Confidential<br> Information and/or using the same personnel to provide any such services or deliverables.
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(c)	Confidentiality<br> Obligations. Executive agrees to hold the Confidential Information in confidence and<br> not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose<br> such Confidential Information to any person or entity or to use the Confidential Information<br> for any purposes whatsoever, without the express written permission of Company, other than<br> disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors<br> and agents on a “need-to-know” basis as reasonably required for the performance<br> of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall<br> be responsible to Company for any violation of this Section 7 by Executive’s employees,<br> subcontractors, and agents. Executive shall maintain the Confidential Information with the<br> same degree of care, but no less than a reasonable degree of care, as Executive employs concerning<br> its own information of like kind and character.
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(d)	Required<br> Disclosure. If Executive is requested to disclose any of the Confidential Information<br> as part of an administrative or judicial proceeding, Executive shall, to the extent permitted<br> by applicable law, promptly notify Company of that request and cooperate with Company, at<br> Company’s expense, in seeking a protective order or similar confidential treatment<br> for the Confidential Information. If no protective order or other confidential treatment<br> is obtained, Executive shall disclose only that portion of Confidential Information which<br> is legally required and will exercise all reasonable efforts to obtain reliable assurances<br> that confidential treatment will be accorded the Confidential Information which is required<br> to be disclosed.
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(e)	Enforcement.<br> Executive acknowledges that the Confidential Information is unique and valuable, and<br> that remedies at law will be inadequate to protect Company from any actual or threatened<br> breach of this Section 7 by Executive and that any such breach would cause irreparable and<br> continuing injury to Company. Therefore, Executive agrees that Company shall be entitled<br> to seek equitable relief with respect to the enforcement of this Section 7 without any requirement<br> to post a bond, including, without limitation, injunction and specific performance, without<br> proof of actual damages or exhausting other remedies, in addition to all other remedies available<br> to Company at law or in equity. For greater clarity, in the event of a breach or threatened<br> breach by Executive of any of the provisions of this Section 7, in addition to and not in<br> limitation of any other rights, remedies or damages available at law or in equity, Company<br> shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain<br> any such breach or threatened breach by Executive, and Executive agrees that an interim injunction<br> may be granted against Executive immediately on the commencement of any action, claim, suit<br> or proceeding by Company to enforce the provisions of this Section 7, and Executive further<br> irrevocably consents to the granting of any such interim or permanent injunction or any like<br> remedy. If any action at law or in equity is necessary to enforce the terms of this Section<br> 7, Executive, if it is determined to be at fault, shall pay Company’s reasonable legal<br> fees and expenses on a substantial indemnity basis.
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(f)	Related<br> Duties. Executive shall: (i) promptly deliver to Company upon Company’s request<br> all materials in Executive’s possession which contain Confidential Information; (ii)<br> use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information;<br> (iii) notify Company in writing immediately upon discovery of any such unauthorized use or<br> disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential<br> Information and to prevent further unauthorized use and disclosure thereof.
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(g)	Legal<br> Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive<br> may disclose confidential information as may be expressly required by law, governmental rule,<br> regulation, executive order, court order, or in connection with a dispute between the Parties;<br> provided that prior to making any such disclosure, subject to applicable law, Executive shall<br> use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior<br> written notice setting forth with specificity the reason(s) for such disclosure, supporting<br> documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope<br> and duration of such disclosure to the strictest possible extent.
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(h)	Limitation.<br> Except as specifically set forth herein, no licenses or rights under any patent, copyright,<br> trademark, or trade secret are granted by Company to Executive hereunder, or are to be implied<br> by this Agreement. Except for the restrictions on use and disclosure of Confidential Information<br> imposed in this Agreement, no obligation of any kind is assumed or implied against either<br> Party or their Affiliates by virtue of meetings or conversations between the Parties hereto<br> with respect to the subject matter stated above or with respect to the exchange of Confidential<br> Information. Each Party further acknowledges that this Agreement and any meetings and communications<br> of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute<br> an offer, request, invitation or contract with the other Party to engage in any research,<br> development or other work; (ii) constitute an offer, request, invitation or contract involving<br> a buyer-seller relationship, joint venture, teaming or partnership relationship between the<br> Parties and their affiliates; or (iii) constitute a representation, warranty, assurance,<br> guarantee or inducement with respect to the accuracy or completeness of any Confidential<br> Information or the non-infringement of the rights of third persons.
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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<br> of Company Work Product. Executive agrees that any and all Company Work Product conceived,<br> written, created or first reduced to practice in the performance of work under this Agreement<br> shall be deemed “work for hire” under applicable law and shall be the sole and<br> exclusive property of Company.

(c)

Assignment 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<br> Business Interests. The Parties acknowledge that the Company is engaged in the various<br> business as disclosed to the Executive (together with such other activities as may be engaged<br> in from time to time, the “Existing Business”). As part of this Existing Business,<br> Company has developed and continues to develop Confidential Information regarding the operation<br> of such business. In addition, Company has developed and continues to develop substantial<br> relationships with existing and prospective clients, accounts, suppliers and others, as well<br> as goodwill associated with these relationships and business. These relationships are a substantial<br> business asset owned by, and proprietary to, Company and are integral to Company’s<br> Existing Business and continued operation.
(b)	Developing<br> Business Interests. The Company also is engaged in expanding its business by developing<br> new business concepts and services (the “Developing Business”). As part of this<br> Developing Business, the Company has developed<br> and continues to develop Confidential Information related thereto, valuable relationships<br> with prospective and existing clients, accounts, suppliers and others, and continues to create<br> goodwill associated with these relationships and business. The Developing Business is a substantial<br> business asset owned by, and proprietary to, the Company.
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(c)	Other<br> Legitimate Business Interests. In addition to the Existing Business and the Developing<br> Business, Company has other legitimate business interests which are necessary to protect<br> through the provisions of this Section 9, which Executive acknowledges include, but<br> are not limited to the following (collectively the “Other Legitimate Business Interests”):
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(i)	The<br> Company has expended considerable resources in developing relationships with its suppliers,<br> clients and customers;
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(ii)	The<br> Company has expended considerable resources to recruit and hire vendors and/or employees<br> who could perform services for Company;
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(iii)	Executive<br> may, through the contractual relationship set forth herein, develop a substantial relationship<br> with Company’s existing or potential clients, including but not limited to being the<br> sole or primary contact between Company and its clients and principals; and
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(iv)	The<br> relationship between Company and its clients and principals will depend on the quality and<br> quantity of the services Executive performs for Company.
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(d)	Acknowledgement<br> of Company’s Right to Protection of Business Interests. Executive acknowledges<br> and agrees that Company desires, is entitled to, and deserves, protection<br> of its legitimate business interests associated with the Existing Business, the Developing<br> Business and the Other Legitimate Business Interests. Accordingly, Executive agrees to the<br> restrictions set forth in this Section 9 as reasonable under the circumstances.
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(e)	No-Solicitation.<br> In recognition and consideration of Company’s Existing Business, Developing Business<br> and Other Legitimate Business Interests, subject to applicable law, Executive agrees that,<br> for the Term and for a period of three (3) years thereafter, Executive shall not, directly<br> or indirectly solicit or discuss with any employee of Company the employment of such Company<br> employee by any other commercial enterprise other than Company, nor recruit, attempt to recruit,<br> hire or attempt to hire any such Company employee on behalf of any commercial enterprise<br> other than Company. Nothing in this Section 9(e) shall prohibit Executive from undertaking<br> a general recruitment advertisement provided that the foregoing is not targeted towards any<br> person identified above, or from hiring, employing or engaging any such person who responds<br> to such general recruitment advertisement.
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(f)	Remedies<br> for Breach of Restrictions.
---	---
(i)	Executive<br> admits and agrees that Executive’s breach of the provisions of this Section 9 would<br> result in irreparable harm to Company. Accordingly, in the event of Executive’s breach<br> or threatened breach of such restrictions, Executive agrees that Company shall be entitled<br> to an injunction restraining such breach or threatened breach without the necessity of posting<br> a bond or other security. Further, in the event of Executive’s breach, the duration<br> of the restrictions contained in this Section 9 shall be extended for the entire time that<br> the breach existed so that Company is provided with the full time period provided herein.
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(ii)	In<br> addition to injunctive relief, Company shall be entitled to any other remedy available in<br> law or equity by reason of Executive’s breach or threatened breach of the restrictions<br> contained in this Section 9.
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(iii)	If<br> the Company retains an attorney to enforce the provisions of this Section 9, the Company<br> shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from<br> Executive, both prior to filing a lawsuit, during the lawsuit and on appeal.
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(g)	Blue<br> Pencil. Executive has carefully read and considered the provisions of this Section 9<br> and, having done so, agrees that the restrictions set forth in such Section 9 are fair and<br> reasonable and are reasonably required for the protection of the legitimate business interests<br> of the Company. In the event that a court of competent jurisdiction shall determine that<br> any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is<br> their desire that such court substitute an enforceable restriction in place of any restriction<br> deemed unenforceable, and that the substitute restriction be deemed incorporated herein and<br> enforceable against Executive. It is the intent of the Parties hereto that the court, in<br> so determining any such enforceable substitute restriction, recognize that it is their intent<br> that the foregoing restrictions be imposed and maintained to the greatest extent possible.
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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<br> is an “accredited investor” as that term is defined in Rule 501(a) of Regulation<br> D promulgated pursuant to the Securities Act (an “Accredited Investor”).
(b)	Executive<br> hereby represent that the Securities awarded pursuant to this Agreement are being acquired<br> for Executive’s own account and not for sale or with a view to distribution thereof.<br> Executive acknowledges and agrees that any sale or distribution of Securities which have<br> vested may be made only pursuant to either (a) a registration statement on an appropriate<br> form under the Securities Act of 1933, as amended (the “Securities Act”), which<br> registration statement has become effective and is current with regard to the shares being<br> sold, or (b) a specific exemption from the registration requirements of the Securities Act<br> that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory<br> to counsel for the Company, prior to any such sale or distribution. Executive hereby consents<br> to such action as the Board or the Company deems necessary or appropriate from time to time<br> to prevent a violation of, or to perfect an exemption from, the registration requirements<br> of the Securities Act or to implement the provisions of this Agreement, including but not<br> limited to placing restrictive legends on certificates evidencing shares of Securities (whether<br> or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions<br> to the Company’s stock transfer agent.
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(c)	Executive<br> understands that the Securities is being offered and sold to Executive in reliance upon specific<br> exemptions from the registration requirements of United States federal and state securities<br> laws and that the Company is relying upon the truth and accuracy of, and Executive’s<br> compliance with, the representations, warranties, agreements, acknowledgments and understandings<br> of the Executive set forth herein in order to determine the availability of such exemptions<br> and the eligibility of the Executive to acquire the Securities.
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(d)	Executive<br> has been furnished with all documents and materials relating to the business, finances and<br> operations of the Company and information that Executive requested and deemed material to<br> making an informed investment decision regarding its acquisition of the Securities. Executive<br> has been afforded the opportunity to review such documents and materials and the information<br> contained therein. Executive has been afforded the opportunity to ask questions of the Company<br> and its management. Executive understands that such discussions, as well as any written information<br> provided by the Company, were intended to describe the aspects of the Company’s business<br> and prospects which the Company believes to be material, but were not necessarily a thorough<br> or exhaustive description and the Company makes no representation or warranty with respect<br> to the completeness of such information and makes no representation or warranty of any kind<br> with respect to any information provided by any entity other than the Company. Some of such<br> information may include projections as to the future performance of the Company, which projections<br> may not be realized, may be based on assumptions which may not be correct and may be subject<br> to numerous factors beyond the Company’s control. Additionally, Executive understands<br> and represents that Executive is acquiring the Securities notwithstanding the fact that the<br> Company may disclose in the future certain material information that the Executive has not<br> received. Executive has sought such accounting, legal and tax advice as Executive has considered<br> necessary to make an informed investment decision with respect to Executive’s investment<br> in the Securities. Executive has full power and authority to make the representations referred<br> to herein, to acquire the Securities and to execute and deliver this Agreement. Executive,<br> either personally, or together with Executive’s advisors has such knowledge and experience<br> in financial and business matters as to be capable of evaluating the merits and risks of<br> an investment in the Securities, is able to bear the risks of an investment in the Securities<br> and understands the risks of, and other considerations relating to, a purchase of the Securities.<br> The Executive and Executive’s advisors have had a reasonable opportunity to ask questions<br> of and receive answers from the Company concerning the Securities. Executive’s financial<br> condition is such that Executive is able to bear the risk of holding the Securities that<br> Executive may acquire pursuant to this Agreement for an indefinite period of time, and the<br> risk of loss of Executive’s entire investment in the Company. Executive has investigated<br> the acquisition of the Securities to the extent Executive deemed necessary or desirable and<br> the Company has provided Executive with any reasonable assistance Executive has requested<br> in connection therewith. No representations or warranties have been made to Executive by<br> the Company, or any representative of the Company, or any securities broker/dealer, other<br> than as set forth in this Agreement.
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(e)	Executive<br> also acknowledges and agrees that an investment in the Securities is highly speculative and<br> involves a high degree of risk of loss of the entire investment in the Company and there<br> is no assurance that a public market for the Securities will ever develop and that, as a<br> result, Executive may not be able to liquidate Executive’s investment in the Securities<br> should a need arise to do so. Executive is not dependent for liquidity on any of the amounts<br> Executive is investing in the Securities. Executive has full power and authority to make<br> the representations referred to herein, to acquire the Securities and to execute and deliver<br> this Agreement. Executive understands that the representations and warranties herein are<br> to be relied upon by the Company as a basis for the exemptions from registration and qualification<br> of the issuance and sale of the Securities under the federal and state securities laws and<br> for other purposes.
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(f)	Executive<br> understands that no United States federal or state agency or any other government or governmental<br> agency has passed upon or made any recommendation or endorsement of the Securities.
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(g)	Executive<br> understands that until such time as the Securities have been registered under the Securities<br> Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation<br> S without any restriction as to the number of securities as of a particular date that can<br> then be immediately sold, the Securities may bear a restrictive legend in substantially the<br> following form (and a stop-transfer order may be placed against transfer of the certificates<br> for such Securities):
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“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<br> Agreement has been duly and validly authorized by Executive. This Agreement has been duly<br> executed and delivered on behalf of Executive, and this Agreement constitutes a valid and<br> binding agreement of Executive enforceable in accordance with its terms, subject to the application<br> of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and<br> other similar laws of general application affecting enforcement of creditors’ rights<br> generally and general principles of equity.
(i)	Executive<br> is an individual resident of the state set forth in the notices provision for Executive herein.
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(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.

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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<br> Agreement, and any and all claims, proceedings or causes of action relating to this Agreement<br> or arising from this Agreement or the transactions contemplated herein, including, without<br> limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,<br> governed and enforced under and solely in accordance with the substantive and procedural<br> laws of the State of Delaware, in each case as in effect from time to time and as the same<br> may be amended from time to time, and as applied to agreements performed wholly within the<br> State of Delaware.
(b)	Subject<br> to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall<br> be commenced in the state and federal courts sitting in Orange County, California (the “Selected<br> Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction<br> of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith<br> or with any transaction contemplated hereby or discussed herein (including with respect to<br> the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives,<br> and agrees not to assert in any suit, action or proceeding, any claim that it is not personally<br> subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper<br> or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal<br> service of process and consents to process being served in any such suit, action or proceeding<br> by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence<br> of delivery) to such Party at the address in effect for notices to it under this Agreement<br> and agrees that such service shall constitute good and sufficient service of process and<br> notice thereof. Nothing contained herein shall be deemed to limit in any way any right to<br> serve process in any other manner permitted by applicable law.
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(c)	TO<br> THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL<br> RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING<br> TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES<br> THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR<br> OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE<br> FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED<br> TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS<br> IN THIS Section 17(c).
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(d)	Subject<br> to the provisions of Section 18, if any Party shall commence an action or proceeding to enforce<br> any provisions of this Agreement, then the prevailing Party in such action or proceeding<br> shall be reimbursed by the other Party for its attorney’s fees and other costs and<br> expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
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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.

If to the Company:

Bitech Technologies Corporation

Attention: Benjamin Tran

895 Dove Street, Suite 300

Newport Beach, CA 92660

Email: ben@bitech.tech

With a copy, which shall not constitute notice, to:

Anthony, Linder & Cacomanolis, PLLC

Attn: John Cacomanolis

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

Email: jacomanolis@alclaw.com

If 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.

[Signaturesappear on following page]

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

Bitech Technologies Corporation
By:	/s/ Robert J. Brilon
Name:	Robert<br> J. Brilon
Title:	Chief<br> Financial Officer
Executive:	Benjamin<br> Tran
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By:	/s/ Benjamin Tran
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Name:	Benjamin<br> Tran

Exhibit A

Option Agreement

(See Exhibit 10.3 to Form 8-K filed by the Company on April 30, 2024 with the Securities and Exchange Commission)

Exhibit10.3

OptionAgreement

[BenjaminTran]

Dated as of April 24, 2024

This Option Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Bitech Technologies Corporation, a Delaware corporation and Benjamin Tran (“Holder”). The Company and Holder may collective be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Company and Holder are the parties to that certain Executive Employment Agreement dated as of the Award Date (the “Employment Agreement);

WHEREAS, pursuant to the Employment Agreement the Parties have agreed to enter into the Agreement to grant to Holder options to acquire certain shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”);

Section

Defined Terms. Defined terms used herein without definition shall have the meanings given in the Employment Agreement.

Section 2. Grant. Pursuant to the terms of the Employment Agreement and the terms herein, the Company hereby grants to Holder as of the Award Date, the right and option (the “Options”) to purchase all or any part of the number of shares of Common Stock as set forth on Schedule A attached to this Agreement, subject to the terms and conditions of this Agreement and the Employment Agreement. The Options are not intended to be Incentive Stock Options as defined by Section 422 of the Internal Revenue Code of 1986, as amended.

Section 3. Vesting and Rights to the Options.

(a)

The Options will be subject to vesting and forfeiture pursuant to the provisions herein and in the Employment Agreement.

(b)

Subject to the other provisions herein, the Options will vest in accordance with the vesting schedule and terms set forth in Schedule A attached hereto and pursuant to the terms of the Employment Agreement. If the Options do not vest according to the terms and conditions set forth in Schedule A, the Options will be forfeited and returned to the Company, and all Holder’s rights, or the rights of Holder’s heirs in and to such Options will terminate, unless the Board of Directors of the Company (the “Board”) determines otherwise in its sole and absolute discretion.

(c)

Any portion of the Options which have vested in accordance with the terms and conditions herein shall be referred to as the “Vested Options.”

Section 4. Option Period. Vested Options shall be exercisable at any time following the date of such vesting and expiring on the tenth anniversary of the Award Date (such period, the “Option Period”). To the extent not exercised by the end of the Option Period, the Options shall automatically expire and terminate.

Section 5. Price. The exercise price of the Options shall be a variably price, as follows, subject to adjustment as set forth herein (as applicable, the “Exercise Price”):

(a)	The<br> Exercise Price for the first 1/5^th^ of the granted Options shall be $0.50 per share<br> of Common Stock, and the Option may be exercised on or after the first annual anniversary<br> of the Award Date.
(b)	The<br> Exercise Price for the second 1/5^th^ of the granted Options shall be $0.75 per<br> share of Common Stock, and the Option may be exercised on or after the second annual anniversary<br> of the Award Date.
(c)	The<br> Exercise Price for the third 1/5^th^ of the granted Options shall be $1.00 per share<br> of Common Stock, and the Option may be exercised on or after the third annual anniversary<br> of the Award Date.
(d)	The<br> Exercise Price for the fourth 1/5^th^ of the granted Options shall be $1.25 per<br> share of Common Stock, and the Option may be exercised on or after the fourth annual anniversary<br> of the Award Date.
(e)	The<br> Exercise Price for the final 1/5^th^ of the granted Options shall be $1.50 per share<br> of Common Stock, and the Option may be exercised on or after the fifth annual anniversary<br> of the Award Date.

Section 6. Exercise.

(a)	Vested<br> Options shall be exercisable by Holder delivering to the Company, during the Option Period,<br> a Notice of Option Exercise in the form as attached hereto as Exhibit 1 (the “Exercise<br> Notice”) and complying with the remaining terms and conditions herein.
(b)	The<br> Exercise Notice shall be accompanied by full payment of the exercise price by tender to the<br> Company of an amount equal to the Exercise Price multiplied by the number of underlying shares<br> of Common Stock being purchased (the “Purchase Price”), by wire transfer or by<br> certified check or bank cashier’s check, payable to the order of the Company.
(c)	Holder’s<br> payment for exercise of the Vested Options shall be accompanied by payment of any amount<br> that the Company, in its sole discretion, deems necessary to comply with any federal, state<br> or local withholding requirements for income and employment tax purposes If the Holder fails<br> to make such payment in a timely manner, the Company may: (i) decline to permit exercise<br> of the Vested Options or (ii) withhold and set-off against compensation and any other amounts<br> payable to the Holder the amount of such required payment. Such withholding may be in the<br> shares underlying the Vested Options at the sole discretion of the Company.
(d)	Upon<br> receipt of the Purchase Price, together with written notice, and Holder’s compliance<br> with the other provisions herein, the Company will record the Holder as the beneficial owner<br> of the applicable shares of Common Stock in the books and records of the Company. The shares<br> of Common Stock shall not be certificated. With respect to any exercise of the Vested Options,<br> the Holder will for all purposes be deemed to have become the holder of record of the number<br> of shares of Common Stock purchased hereunder on the date a properly executed notice and<br> payment of the Purchase Price is received by the Company (the “Exercise Date”),<br> except that, if the date of such receipt is a date on which the share transfer books of the<br> Company are closed, Holder will be deemed to have become the holder of such shares at the<br> close of business on the next succeeding date on which the share transfer books are open.
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Section 7. Adjustments. Upon the occurrence of any of the following events, the Holder’s rights with respect to the Options shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Holder and the Company relating to the Options:

(a)	If<br> the Common Stock shall be subdivided or combined into a greater or smaller number of shares<br> or if the Company shall issue any shares of Common Stock as a dividend on its outstanding<br> shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise<br> of Vested Options which have not been exercised as of such time shall be equitably and appropriately<br> increased or decreased proportionately, and appropriate and equitable adjustments shall be<br> made in the Exercise Price per share to reflect such subdivision, combination or share dividend.<br> By way of example and not limitation, in the event that after the Award Date the Company<br> completes a 2 for 1 forward split of the Common Stock, wherein each share of Common Stock<br> is divided into two shares of Common Stock, the number of remaining unexercised Options shall<br> be increased by 100% and the then-applicable Exercise Price shall be reduced by 50%.
(b)	If<br> the Company is merged or consolidated with or is acquired by another entity (any, an “Acquisition”),<br> the Acquisition agreement shall provide that the Options shall be assumed by the surviving<br> entity and the Exercise Prices and number of Options shall be equitably adjusted.
(c)	In<br> the event of a recapitalization or a reorganization of the Company (other than a transaction<br> described in Section 7(b)) pursuant to which securities of the Company or of another corporation<br> are issued with respect to the outstanding shares of Common Stock, the Holder upon exercising<br> the Vested Options shall be entitled to receive for the purchase price paid upon such exercise,<br> the securities the Holder would have received if the Holder had exercised the Vested Options<br> prior to such recapitalization or reorganization. Except as expressly provided herein, no<br> issuance by the Company of shares of Common Stock of any class or securities convertible<br> or exercisable into shares of Common Stock of any class shall affect, and no adjustment by<br> reason thereof shall be made with respect to, the number or price of shares subject to the<br> Options. No adjustments shall be made for dividends or other distributions paid in cash or<br> in property other than securities). With respect to shares issued in accordance with this<br> Section 7, no fractional shares shall be issued and the Holder shall receive from the Company<br> cash in lieu of such fractional shares or the Company shall round to the nearest whole share<br> of Common Stock, as determined by the Board.
(d)	The<br> Board or the successor Board of Directors shall determine the specific adjustments to be<br> made under this Section 7, and its determination shall be conclusive. If the Holder receives<br> securities or cash in connection with a transaction described in this Section 7 above as<br> a result of holding the Options, such securities or cash shall be subject to all of the conditions<br> and restrictions applicable to the Options with respect to which such securities or cash<br> were issued, unless otherwise determined by the Board or the successor Board.
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Section 8. Necessity to Become Holder of Record. The Holder shall not have any rights as a member of the Company with respect to any shares of Common Stock underlying the Options until Holder shall have become the holder of record of such shares of Common Stock. No dividends or cash distributions, ordinary or extraordinary, as to any shares of Common Stock shall be paid to or provided to the Holder if the record date is prior to the date on which Holder became the holder of record of the applicable shares of Common Stock.

Section 9. Conditions to Exercise of Vested Options. In order to enable the Company to comply with the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) and relevant state law, the Company may require the Holder, as a condition of the exercising of the Options granted hereunder, to give written assurance satisfactory to the Company that the shares of Common Stock subject to the Options are being acquired for Holder’s own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares of Common Stock being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law. The Options are subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration, or qualification of the shares of Common Stock underlying the Options upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue or purchase of shares underlying the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.

Section 10. Representations and Warranties. Holder hereby makes the representations and warranties as set forth in the Employment Agreement, with respect to the receipt of the Options and the shares of Common Stock that may be acquired upon exercise thereof, and such representations and warranties are hereby incorporated herein by reference.

Section 11. No Transfer. Holder may not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the Options, whether vested or not, of this Agreement, or otherwise encumber the Options or any rights herein or therein, and any attempted transfer shall be null and void ab initio and the Company shall not recognize any purported transferee as the holder thereof.

Section 12. Taxes.

(a)

Holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. Holder shall be responsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the Options or the shares of Common Stock that may be issued with respect thereto.

(b)

THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO HOLDER. HOLDER THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. BY SIGNING THIS AGREEMENT, HOLDER REPRESENTS THAT HOLDER HAS REVIEWED WITH HOLDER’S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HOLDER IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. HOLDER UNDERSTANDS AND AGREES THAT HOLDER (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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Section 13. Data Privacy Consent. In order to administer the this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of this Agreement (the “Relevant Information”). By entering into this Agreement, the Holder (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Holder may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Holder shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

Section 14. Review. The Holder has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing this Agreement and fully understands all provisions of this Agreement. The Holder hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions relating to this Agreement.

Section 15. No Rights to Continued Engagement. This Agreement does not confer upon Holder any right to continued engagement by the Company or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the Company’s right to terminate Holder’s engagement at any time.

Section 16. No Restriction. Nothing in this Agreement will restrict or limit in any way the right of the Board to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.

Section 17. Power of Attorney. Holder hereby irrevocably appoints the Company and each of its officers, employees and agents as Holder’s true and lawful attorneys with power (i) to sign in Holder’s name and on Holder’s behalf stock certificates and stock powers covering some or all of the Options and such other documents and instruments as the Board deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Board deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Holder agree to execute such other stock powers and documents as may be reasonably requested from time to time by the Board to effectuate the terms of this Agreement.

Section 18. Representations and Warranties.

(a)

General Representations and Warranties of Holder. Holder represents and warrants hereunder that this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite action; that Holder has the full right, power and capacity to execute, deliver and perform its obligations hereunder; and that this Agreement, upon execution and delivery of the same by Holder, will represent the valid and binding obligation of Holder enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. Holder represents and warrants that all personnel or agents of Holder who perform any activities on behalf of the Company hereunder or otherwise are legally authorized and permitted to work in the United States and for the benefit of the Company hereunder. The representations and warranties set forth herein shall survive the termination or expiration of this Agreement The representations and warranties set forth herein shall survive the termination or expiration of this Agreement.

(b)

Representation and Warranties of Holder Related to the Options. The Holder hereby makes the representations and warranties as set forth in the Employment Agreement, on the Award Date and thereafter such representations and warranties shall be deemed re-made and re-given by Holder to the Company on and as of each date that any Options vest or are exercised as set forth herein.

Section 19. 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 20. 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, provided that, 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. 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 21. 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 22. Entire Agreement; Effectiveness of Agreement. This Agreement, the Employment Agreement and the other documents referenced therein, and any other agreement entered into between the Company and Holder 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 Holder’s employment by the Company. This Agreement may be changed only by a written document signed by the Holder and the Company.

Section 23. 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 24. Governing Law and Waiver of Jury Trial.

(a)	This<br> Agreement, and any and all claims, proceedings or causes of action relating to this Agreement<br> or arising from this Agreement or the transactions contemplated herein, including, without<br> limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,<br> governed and enforced under and solely in accordance with the substantive and procedural<br> laws of the State of Delaware, in each case as in effect from time to time and as the same<br> may be amended from time to time, and as applied to agreements performed wholly within the<br> State of Delaware.
(b)	Subject<br> to Section 25, each Party agrees that all legal proceedings concerning this Agreement shall<br> be commenced in the state and federal courts sitting in Orange County, California (the “Selected<br> Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction<br> of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith<br> or with any transaction contemplated hereby or discussed herein (including with respect to<br> the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives,<br> and agrees not to assert in any suit, action or proceeding, any claim that it is not personally<br> subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper<br> or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal<br> service of process and consents to process being served in any such suit, action or proceeding<br> by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence<br> of delivery) to such Party at the address in effect for notices to it under this Agreement<br> and agrees that such service shall constitute good and sufficient service of process and<br> notice thereof. Nothing contained herein shall be deemed to limit in any way any right to<br> serve process in any other manner permitted by applicable law.
(c)	TO<br> THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL<br> RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING<br> TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES<br> THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR<br> OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE<br> FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED<br> TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS<br> IN THIS Section 24(c).
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(d)	Subject<br> to the provisions of Section 25, if any Party shall commence an action or proceeding to enforce<br> any provisions of this Agreement, then the prevailing Party in such action or proceeding<br> shall be reimbursed by the other Party for its attorney’s fees and other costs and<br> expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Section 25. Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement or the Holder’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 24(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 26. 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 27. 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 28. Notices. All notices and other communications hereunder shall be given in accordance with the provisions of the Employment Agreement.

Section 29. 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 30. 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 Holder 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 Holder in Holder’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 31. 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 32. 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.

[Signaturesappear on following page]

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

Bitech<br> Technologies Corporation
By:	/s/ Robert J. Brilon
Name:	Robert<br> J. Brilon
Title:	Chief<br> Financial Officer
Holder:<br> Benjamin Tran
By:	/s/ Benjamin Tran
Name:	Benjamin<br> Tran

Schedule A

Option Award

Options to Acquire Shares of Common Stock Granted: 20,000,000, subject to adjustment as set forth in the Agreement.

Vesting Schedule
Number of Options to Acquire Shares of Common Stock Vesting	Date Vesting
Options to acquire 4,000,000 shares of Common Stock (1/5^th^ of the granted Options)	The first annual anniversary of the Award Date.
Options to acquire 4,000,000 shares of Common Stock (1/5^th^ of the granted Options)	The second annual anniversary of the Award Date.
Options to acquire 4,000,000 shares of Common Stock (1/5^th^ of the granted Options)	The third annual anniversary of the Award Date.
Options to acquire 4,000,000 shares of Common Stock (1/5^th^ of the granted Options)	The fourth annual anniversary of the Award Date.
Options to acquire 4,000,000 shares of Common Stock (1/5^th^ of the granted Options)	The fifth annual anniversary of the Award Date.

Exhibit 1

Notice of Option Exercise

Dated: ______________________

To: Bitech Technologies Corporation

Attn: [_______________]

Sir/Madam:

Notice is hereby given of my election to purchase _____ shares of common stock of Bitech Technologies Corporation (the “Company”) at a price of $[_______] per share under the provisions of the stock option (“Option”) granted to me on April 24, 2024.

I hereby certify that I am in compliance with the covenants and forfeiture provisions of the Option Agreement dated as of April 24, 2024 between the Company and me (the “Option Agreement”). I acknowledge that a violation of these provisions will result in the forfeiture of any remaining options that I have.

Enclosed is my check made payable to the Company in the amount of $ _________________ in payment of the exercise price of the Option and my check in the amount of $ ________________ made payable to _____________________________ in payment of the tax due on exercise of the Option.

The following information is supplied for use in issuing and registering the shares purchased:

Number of shares of Common Stock: _________________

Full<br> Name:	Benjamin<br> Tran
Address:
Signature:

Exhibit10.4

ExecutiveEmployment Agreement

[Cole Johnson]

Dated as of April 24, 2024

This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Bitech Technologies Corporation, a Delaware corporation (the “Company”) and Cole 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 President of the BESS and Solar Division 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;

Section

Employment.

(a)

(b)

Duties. The Company hereby appoints Executive, and Executive shall serve, as the President of the BESS and Solar Division of the Company and shall report to the Chief Executive Officer of the Company and the Board of Directors of the Company (the “Board”) and to such other persons as designated by the Chief Executive Officer or 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.

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(a)	Base<br> Salary. The Company shall pay to the Executive an annual base salary of $200,000, payable<br> on a monthly basis commencing on the Effective Date (as the same may be adjusted herein,<br> the “Base Salary”). The Base Salary shall be paid in accordance with the Company’s<br> payroll policies.
(b)	Option<br> Issuance. On the Effective Date, the Company shall issue to Executive options to acquire<br> 68,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common<br> Stock”) at various exercise prices, as set forth in and pursuant to the Option Agreement<br> in the form as attached hereto as Exhibit A (the “Option Agreement”), which Options<br> shall be subject to vesting and forfeiture as set forth herein and in the Option Agreement<br> (the “Options”). The number of shares of Common Stock subject to the Options<br> and the exercise price of the Options shall be subject to adjustment as set forth in the<br> Option Agreement and shall survive the termination of this Agreement.
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(c)	Bonus.<br> The Executive shall be eligible to receive any discretionary bonuses as determined by the<br> Board.
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(d)	Fringe<br> Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent<br> with the practices of the Company, and to the extent the Company provides similar benefits<br> to the Company’s executive officers.
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(e)	Business<br> Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary<br> out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection<br> with the performance of Executive’s duties hereunder and in accordance with the Company’s<br> expense reimbursement policies and procedures.
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(f)	D&O<br> Insurance. Executive shall have the exclusive option to obtain Directors & Officers<br> Insurance (“D&O Insurance”) and the Company shall reimburse Executive for<br> D&O Insurance.
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Section 3. Termination.

(a)	Definition<br> of Cause. For purposes hereof, “Cause” shall mean:
(i)	a<br> violation of any material written rule or policy of the Company for which violation any employee<br> may be terminated pursuant to the written policies of the Company reasonably applicable to<br> an executive employee;
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(ii)	misconduct<br> by the Executive to the material detriment of the Company;
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(iii)	the<br> Executive’s conviction (by a court of competent jurisdiction, not subject to further<br> appeal) of, or pleading guilty to, a felony;
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(iv)	the<br> Executive’s gross negligence in the performance of Executive’s duties and responsibilities<br> to the Company as described in this Agreement; or
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(v)	the<br> Executive’s material failure to perform Executive’s duties and responsibilities<br> to the Company as described in this Agreement (other than any such failure resulting from<br> the Executive’s incapacity due to physical or mental illness or any such failure subsequent<br> to the Executive being delivered a notice of termination without Cause by the Company or<br> delivering a notice of termination for Good Reason to the Company), in either case after<br> written notice from the Board to the Executive of the specific nature of such material failure<br> and the Executive’s failure to cure such material failure within 10 days following<br> receipt of such notice.
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(b)	Definition<br> of Good Reason. For purposes hereof, “Good Reason” shall mean:
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(i)	at<br> any time following a Change of Control (as defined below), a material diminution by the Company<br> of compensation and benefits (taken as a whole) provided to the Executive immediately prior<br> to a Change of Control;
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(ii)	a<br> reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board<br> reduction in salaries of management personnel; or
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(iii)	a<br> material breach by the Company of any of the terms and conditions of this Agreement which<br> the Company fails to correct within 10 days after the Company receives written notice from<br> Executive of such violation.
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(c)	Definition<br> of Change of Control. A “Change of Control” shall be deemed to have occurred<br> if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under<br> the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities<br> representing more than 50% of the combined voting power of the Company is acquired by any<br> “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than<br> the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities<br> under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company<br> with or into another corporation where the shareholders of the Company, immediately prior<br> to the consolidation or merger, would not, immediately after the consolidation or merger,<br> beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly<br> or indirectly, shares representing in the aggregate 50% or more of the combined voting power<br> of the securities of the corporation issuing cash or securities in the consolidation or merger<br> (or of its ultimate parent corporation, if any) in substantially the same proportion as their<br> ownership of the Company immediately prior to such merger or consolidation, or (iii) the<br> sale or other disposition of all or substantially all of the Company’s assets to an<br> entity, other than a sale or disposition by the Company of all or substantially all of the<br> Company’s assets to an entity, at least 50% of the combined voting power of the voting<br> securities of which are owned directly or indirectly by shareholders of the Company, immediately<br> prior to the sale or disposition, in substantially the same proportion as their ownership<br> of the Company immediately prior to such sale or disposition.
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(d)	Termination<br> by the Company. The Company may terminate the Term and Executive’s employment hereunder<br> at any time, with or without Cause, subject to the terms and conditions herein.
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(i)	For<br> Cause. In the event that the Company terminates the Term or Executive’s employment<br> hereunder with Cause, then in such event, subject to Section 3(i), (i) the Company shall<br> pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed<br> expenses, pursuant to the terms of Section 2(e), incurred by the Executive in each case through<br> the termination date, and each of which shall be paid within 10 days following the termination<br> date; (ii) any unvested portion of any equity granted to Executive hereunder or under the<br> Award Agreement or any other agreements with the Company (collectively, the “Equity<br> Grants”) shall immediately be forfeited as of the termination date without any further<br> action of the Parties; and (iii) all of the Parties’ rights and obligations hereunder<br> shall thereafter cease, other than such rights or obligations which arose prior to the termination<br> date or in connection with such termination, and subject to Section 15.
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(ii)	Without<br> Cause. In the event that the Company terminates the Term or Executive’s employment<br> hereunder without Cause, then in such event, subject to Section 3(i), (i) the Company shall<br> pay to Executive any Base Salary, bonuses, and benefits then owed or accrued, and any unreimbursed<br> expenses incurred by the Executive in each case through the termination date, and each of<br> which shall be paid within 10 days following the termination date; (ii) the Company shall<br> pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been<br> paid to Executive for the remainder of the Initial Term (if such termination occurs during<br> the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as<br> applicable, which shall be paid within 10 days following the termination date; (iii) any<br> Equity Grant already made to Executive shall, to the extent not already vested, be deemed<br> automatically vested; and (iv) all of the Parties’ rights and obligations hereunder<br> shall thereafter cease, other than such rights or obligations which arose prior to the termination<br> date or in connection with such termination, and subject to Section 15.
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(e)	Termination<br> by the Executive. The Executive may terminate the Term and resign from Executive’s<br> employment hereunder at any time, with or without Good Reason.
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(i)	With<br> Good Reason. In the event that Executive terminates the Term or resigns from Executive’s<br> employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and<br> Executive shall, subject to Section 3(i), be entitled to such benefits (including without<br> limitation any vesting of unvested shares under any Equity Grant), that would have been payable<br> to Executive or which Executive would have received had the Term and Executive’s employment<br> been terminated by the Company without Cause pursuant to Section 3(d)(ii).
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(ii)	Without<br> Good Reason. In the event that Executive terminates the Term or resigns from Executive’s<br> employment hereunder without Good Reason, the Company shall pay to Executive the amounts,<br> and Executive shall be entitled, subject to Section 3(i), to such benefits (including without<br> limitation any vesting of unvested shares under any Equity Grant), that would have been payable<br> to Executive or which Executive would have received had the Term and Executive’s employment<br> been terminated by the Company with Cause pursuant to Section 3(d)(i).
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(f)	Termination<br> by Death or Disability. In the event of the Executive’s death or total disability<br> (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during<br> the Term, the Term and Executive’s employment shall terminate on the date of death<br> or total disability. In the event of such termination, the Company’s sole obligations<br> hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary,<br> accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata<br> bonus for the year of termination based on the Executive’s target bonus for such year<br> and the portion of such year in which the Executive was employed, and reimbursement of expenses<br> pursuant to the terms hereon through the effective date of termination, each of which shall<br> be paid within 10 days following the date of the Executive’s termination, and any unvested<br> portion of any Equity Grants shall immediately be forfeited as of the termination date without<br> any further action of the Parties.
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(g)	Non-Renewal.<br> In the event that the Term is not renewed by the Company pursuant to the provisions of Section<br> 1(a), any unvested portion of any Equity Grants shall immediately vest as of the expiration<br> of the Term without any further action of the Parties. In the event that the Term is not<br> renewed by the Executive pursuant to the provisions of Section 1(a), any unvested portion<br> of any Equity Grants shall immediately be forfeited as of the expiration of the Term without<br> any further action of the Parties.
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(h)	Change<br> of Control. In the event that a Change of Control occurs during the Term, any unvested<br> portion of any Equity Grants shall, to the extent not already vested, be deemed automatically<br> vested immediately without any further action of the Parties.
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(i)	Conflict.<br> In the event of a conflict between the terms and conditions herein and those in any other<br> agreement or contract between the Company and the Executive with respect to any Equity Grants<br> granted to Executive, the terms and conditions of such other agreement or contract shall<br> control.
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Section 4. Payments.

(a)	Anything<br> in this Agreement to the contrary notwithstanding, if it is determined that any payment or<br> benefit provided to the Executive under this Agreement or otherwise, whether or not in connection<br> with a Change of Control (a “Payment”), would constitute an “excess parachute<br> payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as<br> amended (the “Code”), such that the Payment would be subject to an excise tax<br> under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the<br> Executive an additional amount (the “Gross-Up Payment”) such that the net amount<br> of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and<br> any federal, state and local income and employment tax on the Gross-Up Payment, shall be<br> equal to the Excise Tax due on the Payment and any interest and penalties in respect of such<br> Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall<br> be deemed to pay federal income tax and employment taxes at the highest marginal rate of<br> federal income and employment taxation in the calendar year in which the Gross-Up Payment<br> is to be made and state and local income taxes at the highest marginal rate of taxation in<br> the state and locality of Executive’s residence (or, if greater, the state and locality<br> in which Executive is required to file a nonresident income tax return with respect to the<br> Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum<br> reduction in federal income taxes that may be obtained from the deduction of such state and<br> local taxes.
(b)	All<br> determinations made pursuant to Section 4(a) shall be made by the Company which shall provide<br> its determination and any supporting calculations (the “Determination”) to the<br> Executive within thirty days of the date of the Executive’s termination or any other<br> date selected by the Executive or the Company. Within ten calendar days of the delivery of<br> the Determination to the Executive, the Executive shall have the right to dispute the Determination<br> (the “Dispute”). The existence of any Dispute shall not in any way affect the<br> Executive’s right to receive the Gross-Up Payments in accordance with the Determination.<br> If there is no dispute, the Determination by the Company shall be final, binding and conclusive<br> upon the Executive, subject to the application of Section 4(c). Within ten days after the<br> Company’s determination, the Company shall pay to the Executive the Gross-Up Payment,<br> if any. If the Company determines that no Excise Tax is payable by the Executive, it will,<br> at the same time as it makes such Determination, furnish Executive with an opinion that the<br> Executive has substantial authority not to report any Excise Tax on Executive’s federal,<br> state, local income or other tax return. The Company agrees to indemnify and hold harmless<br> the Executive of and from any and all claims, damages and expenses resulting from or relating<br> to its determinations pursuant to this Section 4(b), except for claims, damages or expenses<br> resulting from the gross negligence or willful misconduct of the Company.
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(c)	As<br> a result of the uncertainty in the application of sections 4999 and 280G of the Code, it<br> is possible that the Gross-Up Payments either will have been made which should not have been<br> made, or will not have been made which should have been made, by the Company (an “Excess<br> Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is<br> established pursuant to (A) a final determination of a court for which all appeals have been<br> taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue<br> Service (the “IRS”) proceeding which has been finally and conclusively resolved,<br> that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed<br> for all purposes to be a loan to the Executive made on the date the Executive received the<br> Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the<br> Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment<br> or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if<br> the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess<br> Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d)<br> of the Code) compounded semi-annually for any period during which the Executive held such<br> Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect<br> of any period during which the IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment<br> occurs as determined under one or more of the following circumstances: (I) such determination<br> is made by the Company (which shall include the position taken by the Company, together with<br> its consolidated group, on its federal income tax return) or is made by the IRS, (II) such<br> determination is made by a court, or (III) such determination is made upon the resolution<br> to the Executive’s satisfaction of the Dispute, then the Company shall pay an amount<br> equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination<br> or resolution, together with interest on such amount at 120% of the applicable federal rate<br> compounded semi-annually from the date such amount should have been paid to the Executive<br> pursuant to the terms of this Agreement or otherwise, but for the operation of this Section<br> 4(c), until the date of payment.
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Section 7. Confidentiality

(a)	Definition.<br> For purposes of this Agreement, “Confidential Information” shall mean all<br> Company Work Product (as hereinafter defined) and all non-public written, electronic, and<br> oral information or materials of Company communicated to or otherwise obtained by Executive<br> in connection with this Agreement, which is related to the products, business and activities<br> of Company, its Affiliates (as defined below), and subsidiaries, and their respective customers,<br> clients, suppliers, and other entities with which such party does business, including: (i)<br> all costing, pricing, technology, software, documentation, research, techniques, procedures,<br> processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual<br> property and all other proprietary information of Company; (ii) the terms of this Agreement;<br> and (iii) any other information identified as confidential in writing by Company. Confidential<br> Information shall not include information that: (a) was lawfully known by Executive without<br> an obligation of confidentiality before its receipt from Company; (b) is independently developed<br> by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly<br> available without a breach by Executive of this Agreement; or (d) is disclosed to Executive<br> by a third party which is not required to maintain its confidentiality. An “Affiliate”<br> of a Party shall mean any entity directly or indirectly controlling, controlled by, or under<br> common control with, such Party at any time during the Term for so long as such control exists.
(b)	Company<br> Ownership. Company shall retain all right, title, and interest to the Confidential Information,<br> including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets<br> and other intellectual property rights inherent therein and appurtenant thereto. Subject<br> to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive,<br> non-transferable, license during the Term to use any Confidential Information solely to the<br> extent that such Confidential Information is necessary for the performance of Executive’s<br> duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire<br> any proprietary rights whatsoever in Confidential Information, which shall be the sole and<br> exclusive property and confidential information of Company. No identifying marks, copyright<br> or proprietary right notices may be deleted from any copy of Confidential Information. Nothing<br> contained herein shall be construed to limit the rights of Company from performing similar<br> services for, or delivering the same or similar deliverable to, third parties using the Confidential<br> Information and/or using the same personnel to provide any such services or deliverables.
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(c)	Confidentiality<br> Obligations. Executive agrees to hold the Confidential Information in confidence and<br> not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose<br> such Confidential Information to any person or entity or to use the Confidential Information<br> for any purposes whatsoever, without the express written permission of Company, other than<br> disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors<br> and agents on a “need-to-know” basis as reasonably required for the performance<br> of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall<br> be responsible to Company for any violation of this Section 7 by Executive’s employees,<br> subcontractors, and agents. Executive shall maintain the Confidential Information with the<br> same degree of care, but no less than a reasonable degree of care, as Executive employs concerning<br> its own information of like kind and character.
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(d)	Required<br> Disclosure. If Executive is requested to disclose any of the Confidential Information<br> as part of an administrative or judicial proceeding, Executive shall, to the extent permitted<br> by applicable law, promptly notify Company of that request and cooperate with Company, at<br> Company’s expense, in seeking a protective order or similar confidential treatment<br> for the Confidential Information. If no protective order or other confidential treatment<br> is obtained, Executive shall disclose only that portion of Confidential Information which<br> is legally required and will exercise all reasonable efforts to obtain reliable assurances<br> that confidential treatment will be accorded the Confidential Information which is required<br> to be disclosed.
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(e)	Enforcement.<br> Executive acknowledges that the Confidential Information is unique and valuable, and<br> that remedies at law will be inadequate to protect Company from any actual or threatened<br> breach of this Section 7 by Executive and that any such breach would cause irreparable and<br> continuing injury to Company. Therefore, Executive agrees that Company shall be entitled<br> to seek equitable relief with respect to the enforcement of this Section 7 without any requirement<br> to post a bond, including, without limitation, injunction and specific performance, without<br> proof of actual damages or exhausting other remedies, in addition to all other remedies available<br> to Company at law or in equity. For greater clarity, in the event of a breach or threatened<br> breach by Executive of any of the provisions of this Section 7, in addition to and not in<br> limitation of any other rights, remedies or damages available at law or in equity, Company<br> shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain<br> any such breach or threatened breach by Executive, and Executive agrees that an interim injunction<br> may be granted against Executive immediately on the commencement of any action, claim, suit<br> or proceeding by Company to enforce the provisions of this Section 7, and Executive further<br> irrevocably consents to the granting of any such interim or permanent injunction or any like<br> remedy. If any action at law or in equity is necessary to enforce the terms of this Section<br> 7, Executive, if it is determined to be at fault, shall pay Company’s reasonable legal<br> fees and expenses on a substantial indemnity basis.
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(f)	Related<br> Duties. Executive shall: (i) promptly deliver to Company upon Company’s request<br> all materials in Executive’s possession which contain Confidential Information; (ii)<br> use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information;<br> (iii) notify Company in writing immediately upon discovery of any such unauthorized use or<br> disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential<br> Information and to prevent further unauthorized use and disclosure thereof.
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(g)	Legal<br> Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive<br> may disclose confidential information as may be expressly required by law, governmental rule,<br> regulation, executive order, court order, or in connection with a dispute between the Parties;<br> provided that prior to making any such disclosure, subject to applicable law, Executive shall<br> use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior<br> written notice setting forth with specificity the reason(s) for such disclosure, supporting<br> documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope<br> and duration of such disclosure to the strictest possible extent.
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(h)	Limitation.<br> Except as specifically set forth herein, no licenses or rights under any patent, copyright,<br> trademark, or trade secret are granted by Company to Executive hereunder, or are to be implied<br> by this Agreement. Except for the restrictions on use and disclosure of Confidential Information<br> imposed in this Agreement, no obligation of any kind is assumed or implied against either<br> Party or their Affiliates by virtue of meetings or conversations between the Parties hereto<br> with respect to the subject matter stated above or with respect to the exchange of Confidential<br> Information. Each Party further acknowledges that this Agreement and any meetings and communications<br> of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute<br> an offer, request, invitation or contract with the other Party to engage in any research,<br> development or other work; (ii) constitute an offer, request, invitation or contract involving<br> a buyer-seller relationship, joint venture, teaming or partnership relationship between the<br> Parties and their affiliates; or (iii) constitute a representation, warranty, assurance,<br> guarantee or inducement with respect to the accuracy or completeness of any Confidential<br> Information or the non-infringement of the rights of third persons.
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Section 8. Intellectual Property Rights.

(a)

(b)	Ownership<br> of Company Work Product. Executive agrees that any and all Company Work Product conceived,<br> written, created or first reduced to practice in the performance of work under this Agreement<br> shall be deemed “work for hire” under applicable law and shall be the sole and<br> exclusive property of Company.

(c)

(d)

(e)

(f)

Section 9. Non-Solicitation

(a)	Existing<br> Business Interests. The Parties acknowledge that the Company is engaged in the various<br> business as disclosed to the Executive (together with such other activities as may be engaged<br> in from time to time, the “Existing Business”). As part of this Existing Business,<br> Company has developed and continues to develop Confidential Information regarding the operation<br> of such business. In addition, Company has developed and continues to develop substantial<br> relationships with existing and prospective clients, accounts, suppliers and others, as well<br> as goodwill associated with these relationships and business. These relationships are a substantial<br> business asset owned by, and proprietary to, Company and are integral to Company’s<br> Existing Business and continued operation.
(b)	Developing<br> Business Interests. The Company also is engaged in expanding its business by developing<br> new business concepts and services (the “Developing Business”). As part of this<br> Developing Business, the Company has developed<br> and continues to develop Confidential Information related thereto, valuable relationships<br> with prospective and existing clients, accounts, suppliers and others, and continues to create<br> goodwill associated with these relationships and business. The Developing Business is a substantial<br> business asset owned by, and proprietary to, the Company.
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(c)	Other<br> Legitimate Business Interests. In addition to the Existing Business and the Developing<br> Business, Company has other legitimate business interests which are necessary to protect<br> through the provisions of this Section 9, which Executive acknowledges include, but<br> are not limited to the following (collectively the “Other Legitimate Business Interests”):
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(i)	The<br> Company has expended considerable resources in developing relationships with its suppliers,<br> clients and customers;
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(ii)	The<br> Company has expended considerable resources to recruit and hire vendors and/or employees<br> who could perform services for Company;
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(iii)	Executive<br> may, through the contractual relationship set forth herein, develop a substantial relationship<br> with Company’s existing or potential clients, including but not limited to being the<br> sole or primary contact between Company and its clients and principals; and
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(iv)	The<br> relationship between Company and its clients and principals will depend on the quality and<br> quantity of the services Executive performs for Company.
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(d)	Acknowledgement<br> of Company’s Right to Protection of Business Interests. Executive acknowledges<br> and agrees that Company desires, is entitled to, and deserves, protection<br> of its legitimate business interests associated with the Existing Business, the Developing<br> Business and the Other Legitimate Business Interests. Accordingly, Executive agrees to the<br> restrictions set forth in this Section 9 as reasonable under the circumstances.
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(e)	No-Solicitation.<br> In recognition and consideration of Company’s Existing Business, Developing Business<br> and Other Legitimate Business Interests, subject to applicable law, Executive agrees that,<br> for the Term and for a period of three (3) years thereafter, Executive shall not, directly<br> or indirectly solicit or discuss with any employee of Company the employment of such Company<br> employee by any other commercial enterprise other than Company, nor recruit, attempt to recruit,<br> hire or attempt to hire any such Company employee on behalf of any commercial enterprise<br> other than Company. Nothing in this Section 9(e) shall prohibit Executive from undertaking<br> a general recruitment advertisement provided that the foregoing is not targeted towards any<br> person identified above, or from hiring, employing or engaging any such person who responds<br> to such general recruitment advertisement.
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(f)	Remedies<br> for Breach of Restrictions.
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(i)	Executive<br> admits and agrees that Executive’s breach of the provisions of this Section 9 would<br> result in irreparable harm to Company. Accordingly, in the event of Executive’s breach<br> or threatened breach of such restrictions, Executive agrees that Company shall be entitled<br> to an injunction restraining such breach or threatened breach without the necessity of posting<br> a bond or other security. Further, in the event of Executive’s breach, the duration<br> of the restrictions contained in this Section 9 shall be extended for the entire time that<br> the breach existed so that Company is provided with the full time period provided herein.
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(ii)	In<br> addition to injunctive relief, Company shall be entitled to any other remedy available in<br> law or equity by reason of Executive’s breach or threatened breach of the restrictions<br> contained in this Section 9.
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(iii)	If<br> the Company retains an attorney to enforce the provisions of this Section 9, the Company<br> shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from<br> Executive, both prior to filing a lawsuit, during the lawsuit and on appeal.
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(g)	Blue<br> Pencil. Executive has carefully read and considered the provisions of this Section 9<br> and, having done so, agrees that the restrictions set forth in such Section 9 are fair and<br> reasonable and are reasonably required for the protection of the legitimate business interests<br> of the Company. In the event that a court of competent jurisdiction shall determine that<br> any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is<br> their desire that such court substitute an enforceable restriction in place of any restriction<br> deemed unenforceable, and that the substitute restriction be deemed incorporated herein and<br> enforceable against Executive. It is the intent of the Parties hereto that the court, in<br> so determining any such enforceable substitute restriction, recognize that it is their intent<br> that the foregoing restrictions be imposed and maintained to the greatest extent possible.
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(a)	Executive<br> is an “accredited investor” as that term is defined in Rule 501(a) of Regulation<br> D promulgated pursuant to the Securities Act (an “Accredited Investor”).
(b)	Executive<br> hereby represent that the Securities awarded pursuant to this Agreement are being acquired<br> for Executive’s own account and not for sale or with a view to distribution thereof.<br> Executive acknowledges and agrees that any sale or distribution of Securities which have<br> vested may be made only pursuant to either (a) a registration statement on an appropriate<br> form under the Securities Act of 1933, as amended (the “Securities Act”), which<br> registration statement has become effective and is current with regard to the shares being<br> sold, or (b) a specific exemption from the registration requirements of the Securities Act<br> that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory<br> to counsel for the Company, prior to any such sale or distribution. Executive hereby consents<br> to such action as the Board or the Company deems necessary or appropriate from time to time<br> to prevent a violation of, or to perfect an exemption from, the registration requirements<br> of the Securities Act or to implement the provisions of this Agreement, including but not<br> limited to placing restrictive legends on certificates evidencing shares of Securities (whether<br> or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions<br> to the Company’s stock transfer agent.
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(c)	Executive<br> understands that the Securities is being offered and sold to Executive in reliance upon specific<br> exemptions from the registration requirements of United States federal and state securities<br> laws and that the Company is relying upon the truth and accuracy of, and Executive’s<br> compliance with, the representations, warranties, agreements, acknowledgments and understandings<br> of the Executive set forth herein in order to determine the availability of such exemptions<br> and the eligibility of the Executive to acquire the Securities.
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(d)	Executive<br> has been furnished with all documents and materials relating to the business, finances and<br> operations of the Company and information that Executive requested and deemed material to<br> making an informed investment decision regarding its acquisition of the Securities. Executive<br> has been afforded the opportunity to review such documents and materials and the information<br> contained therein. Executive has been afforded the opportunity to ask questions of the Company<br> and its management. Executive understands that such discussions, as well as any written information<br> provided by the Company, were intended to describe the aspects of the Company’s business<br> and prospects which the Company believes to be material, but were not necessarily a thorough<br> or exhaustive description and the Company makes no representation or warranty with respect<br> to the completeness of such information and makes no representation or warranty of any kind<br> with respect to any information provided by any entity other than the Company. Some of such<br> information may include projections as to the future performance of the Company, which projections<br> may not be realized, may be based on assumptions which may not be correct and may be subject<br> to numerous factors beyond the Company’s control. Additionally, Executive understands<br> and represents that Executive is acquiring the Securities notwithstanding the fact that the<br> Company may disclose in the future certain material information that the Executive has not<br> received. Executive has sought such accounting, legal and tax advice as Executive has considered<br> necessary to make an informed investment decision with respect to Executive’s investment<br> in the Securities. Executive has full power and authority to make the representations referred<br> to herein, to acquire the Securities and to execute and deliver this Agreement. Executive,<br> either personally, or together with Executive’s advisors has such knowledge and experience<br> in financial and business matters as to be capable of evaluating the merits and risks of<br> an investment in the Securities, is able to bear the risks of an investment in the Securities<br> and understands the risks of, and other considerations relating to, a purchase of the Securities.<br> The Executive and Executive’s advisors have had a reasonable opportunity to ask questions<br> of and receive answers from the Company concerning the Securities. Executive’s financial<br> condition is such that Executive is able to bear the risk of holding the Securities that<br> Executive may acquire pursuant to this Agreement for an indefinite period of time, and the<br> risk of loss of Executive’s entire investment in the Company. Executive has investigated<br> the acquisition of the Securities to the extent Executive deemed necessary or desirable and<br> the Company has provided Executive with any reasonable assistance Executive has requested<br> in connection therewith. No representations or warranties have been made to Executive by<br> the Company, or any representative of the Company, or any securities broker/dealer, other<br> than as set forth in this Agreement.
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(e)	Executive<br> also acknowledges and agrees that an investment in the Securities is highly speculative and<br> involves a high degree of risk of loss of the entire investment in the Company and there<br> is no assurance that a public market for the Securities will ever develop and that, as a<br> result, Executive may not be able to liquidate Executive’s investment in the Securities<br> should a need arise to do so. Executive is not dependent for liquidity on any of the amounts<br> Executive is investing in the Securities. Executive has full power and authority to make<br> the representations referred to herein, to acquire the Securities and to execute and deliver<br> this Agreement. Executive understands that the representations and warranties herein are<br> to be relied upon by the Company as a basis for the exemptions from registration and qualification<br> of the issuance and sale of the Securities under the federal and state securities laws and<br> for other purposes.
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(f)	Executive<br> understands that no United States federal or state agency or any other government or governmental<br> agency has passed upon or made any recommendation or endorsement of the Securities.
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(g)	Executive<br> understands that until such time as the Securities have been registered under the Securities<br> Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation<br> S without any restriction as to the number of securities as of a particular date that can<br> then be immediately sold, the Securities may bear a restrictive legend in substantially the<br> following form (and a stop-transfer order may be placed against transfer of the certificates<br> for such Securities):
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(h)

(i)

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

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Section 17. Governing Law and Waiver of Jury Trial.

(a)	This<br> Agreement, and any and all claims, proceedings or causes of action relating to this Agreement<br> or arising from this Agreement or the transactions contemplated herein, including, without<br> limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,<br> governed and enforced under and solely in accordance with the substantive and procedural<br> laws of the State of Delaware, in each case as in effect from time to time and as the same<br> may be amended from time to time, and as applied to agreements performed wholly within the<br> State of Delaware.
(b)	Subject<br> to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall<br> be commenced in the state and federal courts sitting in Orange County, California (the “Selected<br> Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction<br> of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith<br> or with any transaction contemplated hereby or discussed herein (including with respect to<br> the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives,<br> and agrees not to assert in any suit, action or proceeding, any claim that it is not personally<br> subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper<br> or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal<br> service of process and consents to process being served in any such suit, action or proceeding<br> by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence<br> of delivery) to such Party at the address in effect for notices to it under this Agreement<br> and agrees that such service shall constitute good and sufficient service of process and<br> notice thereof. Nothing contained herein shall be deemed to limit in any way any right to<br> serve process in any other manner permitted by applicable law.
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(c)	TO<br> THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL<br> RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING<br> TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES<br> THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR<br> OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE<br> FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED<br> TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS<br> IN THIS Section 17(c).
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(d)	Subject<br> to the provisions of Section 18, if any Party shall commence an action or proceeding to enforce<br> any provisions of this Agreement, then the prevailing Party in such action or proceeding<br> shall be reimbursed by the other Party for its attorney’s fees and other costs and<br> expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
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If to the Company:

Bitech Technologies Corporation

Attention: Benjamin Tran

895 Dove Street, Suite 300

Newport Beach, CA 92660

Email: ben@bitech.tech

With a copy, which shall not constitute notice, to:

Anthony, Linder & Cacomanolis, PLLC

Attn: John Cacomanolis

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

Email: jacomanolis@alclaw.com

If 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.

[Signaturesappear on following page]

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

Bitech<br> Technologies Corporation
By:	/s/ Benjamin Tran
Name:	Benjamin<br> Tran
Title:	Chief<br> Executive Officer
Executive:	Cole<br> Johnson
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By:	/s/ Cole Johnson
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Name:	Cole<br> Johnson

Exhibit A

Option Agreement

(See Exhibit 10.5 to Form 8-K filed by the Company on April 30, 2024 with the Securities and Exchange Commission)

Exhibit 10.5

OptionAgreement

[ColeJohnson]

Dated as of April 24, 2024

This Option Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Bitech Technologies Corporation, a Delaware corporation and Cole Johnson (“Holder”). The Company and Holder may collective be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Company and Holder are the parties to that certain Executive Employment Agreement dated as of the Award Date (the “Employment Agreement);

Section

Defined Terms. Defined terms used herein without definition shall have the meanings given in the Employment Agreement.

Section 3. Vesting and Rights to the Options.

(a)

The Options will be subject to vesting and forfeiture pursuant to the provisions herein and in the Employment Agreement.

(b)

Subject to the other provisions herein, the Options will vest in accordance with the vesting schedule and terms set forth in Schedule A attached hereto and pursuant to the terms of the Employment Agreement. If the Options do not vest according to the terms and conditions set forth in Schedule A, the Options will be forfeited and returned to the Company, and all Holder’s rights, or the rights of Holder’s heirs in and to such Options will terminate, unless the Board of Directors of the Company (the “Board”) determines otherwise in its sole and absolute discretion.

(c)

Any portion of the Options which have vested in accordance with the terms and conditions herein shall be referred to as the “Vested Options.”

Section 5. Price. The exercise price of the Options shall be a variably price, as follows, subject to adjustment as set forth herein (as applicable, the “Exercise Price”):

(a)	The<br> Exercise Price for the first 1/5^th^ of the granted Options shall be $0.50 per share of Common Stock, and the Option may<br> be exercised on or after the first annual anniversary of the Award Date.
(b)	The<br> Exercise Price for the second 1/5^th^ of the granted Options shall be $0.75 per share of Common Stock, and the Option may<br> be exercised on or after the second annual anniversary of the Award Date.
(c)	The<br> Exercise Price for the third 1/5^th^ of the granted Options shall be $1.00 per share of Common Stock, and the Option may<br> be exercised on or after the third annual anniversary of the Award Date.
(d)	The<br> Exercise Price for the fourth 1/5^th^ of the granted Options shall be $1.25 per share of Common Stock, and the Option may<br> be exercised on or after the fourth annual anniversary of the Award Date.
(e)	The<br> Exercise Price for the final 1/5^th^ of the granted Options shall be $1.50 per share of Common Stock, and the Option may<br> be exercised on or after the fifth annual anniversary of the Award Date.

Section 6. Exercise.

(a)	Vested<br> Options shall be exercisable by Holder delivering to the Company, during the Option Period, a Notice of Option Exercise in the form<br> as attached hereto as Exhibit 1 (the “Exercise Notice”) and complying with the remaining terms and conditions herein.
(b)	The<br> Exercise Notice shall be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the Exercise<br> Price multiplied by the number of underlying shares of Common Stock being purchased (the “Purchase Price”), by wire transfer<br> or by certified check or bank cashier’s check, payable to the order of the Company.
(c)	Holder’s<br> payment for exercise of the Vested Options shall be accompanied by payment of any amount that the Company, in its sole discretion,<br> deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes If the<br> Holder fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Vested Options or (ii)<br> withhold and set-off against compensation and any other amounts payable to the Holder the amount of such required payment. Such withholding<br> may be in the shares underlying the Vested Options at the sole discretion of the Company.
(d)	Upon<br> receipt of the Purchase Price, together with written notice, and Holder’s compliance with the other provisions herein, the<br> Company will record the Holder as the beneficial owner of the applicable shares of Common Stock in the books and records of the Company.<br> The shares of Common Stock shall not be certificated. With respect to any exercise of the Vested Options, the Holder will for all<br> purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date a<br> properly executed notice and payment of the Purchase Price is received by the Company (the “Exercise Date”), except that,<br> if the date of such receipt is a date on which the share transfer books of the Company are closed, Holder will be deemed to have<br> become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open.
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(a)	If<br> the Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares<br> of Common Stock as a dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the<br> exercise of Vested Options which have not been exercised as of such time shall be equitably and appropriately increased or decreased<br> proportionately, and appropriate and equitable adjustments shall be made in the Exercise Price per share to reflect such subdivision,<br> combination or share dividend. By way of example and not limitation, in the event that after the Award Date the Company completes<br> a 2 for 1 forward split of the Common Stock, wherein each share of Common Stock is divided into two shares of Common Stock, the number<br> of remaining unexercised Options shall be increased by 100% and the then-applicable Exercise Price shall be reduced by 50%.
(b)	If<br> the Company is merged or consolidated with or is acquired by another entity (any, an “Acquisition”), the Acquisition<br> agreement shall provide that the Options shall be assumed by the surviving entity and the Exercise Prices and number of Options shall<br> be equitably adjusted.
(c)	In<br> the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 7(b)) pursuant<br> to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the<br> Holder upon exercising the Vested Options shall be entitled to receive for the purchase price paid upon such exercise, the securities<br> the Holder would have received if the Holder had exercised the Vested Options prior to such recapitalization or reorganization. Except<br> as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible or exercisable<br> into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number<br> or price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property<br> other than securities). With respect to shares issued in accordance with this Section 7, no fractional shares shall be issued and<br> the Holder shall receive from the Company cash in lieu of such fractional shares or the Company shall round to the nearest whole<br> share of Common Stock, as determined by the Board.
(d)	The<br> Board or the successor Board of Directors shall determine the specific adjustments to be made under this Section 7, and its determination<br> shall be conclusive. If the Holder receives securities or cash in connection with a transaction described in this Section 7 above<br> as a result of holding the Options, such securities or cash shall be subject to all of the conditions and restrictions applicable<br> to the Options with respect to which such securities or cash were issued, unless otherwise determined by the Board or the successor<br> Board.
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Section 12. Taxes.

(a)

Holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. Holder shall be responsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the Options or the shares of Common Stock that may be issued with respect thereto.

(b)

THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO HOLDER. HOLDER THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. BY SIGNING THIS AGREEMENT, HOLDER REPRESENTS THAT HOLDER HAS REVIEWED WITH HOLDER’S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HOLDER IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. HOLDER UNDERSTANDS AND AGREES THAT HOLDER (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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Section 18. Representations and Warranties.

(a)

General Representations and Warranties of Holder. Holder represents and warrants hereunder that this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite action; that Holder has the full right, power and capacity to execute, deliver and perform its obligations hereunder; and that this Agreement, upon execution and delivery of the same by Holder, will represent the valid and binding obligation of Holder enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. Holder represents and warrants that all personnel or agents of Holder who perform any activities on behalf of the Company hereunder or otherwise are legally authorized and permitted to work in the United States and for the benefit of the Company hereunder. The representations and warranties set forth herein shall survive the termination or expiration of this Agreement The representations and warranties set forth herein shall survive the termination or expiration of this Agreement.

(b)

Representation and Warranties of Holder Related to the Options. The Holder hereby makes the representations and warranties as set forth in the Employment Agreement, on the Award Date and thereafter such representations and warranties shall be deemed re-made and re-given by Holder to the Company on and as of each date that any Options vest or are exercised as set forth herein.

Section 24. Governing Law and Waiver of Jury Trial.

(a)	This<br> Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the<br> transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted,<br> construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Delaware,<br> 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<br> wholly within the State of Delaware.
(b)	Subject<br> to Section 25, each Party agrees that all legal proceedings concerning this Agreement shall be commenced in the state and federal<br> courts sitting in Orange County, California (the “Selected Courts”). Each Party hereto hereby irrevocably submits to<br> the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith or with<br> any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the rights of a Party under<br> this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is<br> not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for<br> such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such<br> suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)<br> to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good<br> and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve<br> process in any other manner permitted by applicable law.
(c)	TO<br> THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING<br> OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES<br> THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD<br> NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE<br> BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 24(c).
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(d)	Subject<br> to the provisions of Section 25, if any Party shall commence an action or proceeding to enforce any provisions of this Agreement,<br> then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its attorney’s fees and other<br> costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Section 28. Notices. All notices and other communications hereunder shall be given in accordance with the provisions of the Employment Agreement.

Section 29. 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.

[Signaturesappear on following page]

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

Bitech<br> Technologies Corporation
By:	/s/ Benjamin Tran
Name:	Benjamin<br> Tran
Title:	Chief<br> Executive Officer
Holder:	Cole<br> Johnson
By:	/s/ Cole Johnson
Name:	Cole<br> Johnson

Schedule A

Option Award

Options to Acquire Shares of Common Stock Granted: 68,000,000, subject to adjustment as set forth in the Agreement.

Vesting Schedule

Number of Options to Acquire Shares of<br><br> <br>Common Stock Vesting	Date Vesting
Options<br> to acquire 13,600,000 shares of Common Stock (1/5^th^ of the granted Options)	The<br> first annual anniversary of the Award Date.
Options<br> to acquire 13,600,000 shares of Common Stock (1/5^th^ of the granted Options)	The<br> second annual anniversary of the Award Date.
Options<br> to acquire 13,600,000 shares of Common Stock (1/5^th^ of the granted Options)	The<br> third annual anniversary of the Award Date.
Options<br> to acquire 13,600,000 shares of Common Stock (1/5^th^ of the granted Options)	The<br> fourth annual anniversary of the Award Date.
Options<br> to acquire 13,600,000 shares of Common Stock (1/5^th^ of the granted Options)	The<br> fifth annual anniversary of the Award Date.

Exhibit 1

Notice of Option Exercise

Dated:________________________________

To: Bitech Technologies Corporation

Attn: [_______________]

Sir/Madam:

The following information is supplied for use in issuing and registering the shares purchased:

Number<br> of shares of Common Stock:
Full<br> Name:	Cole<br> Johnson
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Address:
Signature:

Exhibit99.1

BitechTechnologies and Bridgelink Merge to Conquer U.S. Battery Energy Storage and Solar Markets, Prepare to Uplist on NASDAQ

NEWPORT BEACH, Calif., April 24, 2024 /PRNewswire/ -- Bitech Technologies Corporation [OTCQB: BTTC], (“the Company” or “Bitech”), a technology solution provider dedicated to green energy solutions, is pleased to announce that it has completed the previously announced acquisition of Emergen Energy LLC (“Emergen”) on April 24, 2024. Emergen was a wholly owned subsidiary of Texas-based Bridgelink Development, LLC (“Bridgelink”), a tier 1 solar and energy storage project development company, to control a pipeline of approximately 5.8 GW (gigawatts) of power in several battery energy storage system (BESS) and solar projects. This acquisition is expected to enable the Company to march toward sustainable growth.

“The acquisition of Emergen is expected to strengthen Bitech’s position as new player in the green energy sector with projected sustainable operating assets”, stated Benjamin Tran, Chairman and CEO of Bitech Technologies. “This partnership marks an exciting new chapter in our pursuit of sustainable and impactful solutions for a greener tomorrow while aiming to uplist to NASDAQ.”

“We are thrilled to join forces with Bitech to advance our next phase of expansion together. Our mutual objective is to invest in and advance clean and adaptable renewable energy technologies, paving the way for a sustainable future,” commented Cole Johnson, former CEO of Bridgelink Development and new Board Member and President of Bitech Technologies.

This historic milestone showcases our unwavering commitment to transparency, corporate governance, and value creation for our shareholders. It also serves as a testament to our preparedness for the next phase of expansion, as we strive towards sustainable operations and accelerated growth. We are confident that this strategic merger will not only enhance our position in the energy market but also deliver tangible benefits for all shareholders.

With this large asset play in business combination, our new management team believes Bitech is now positioned for significant growth with a pipeline of projects that, once funded and completed, have a potential valuation in the coming years of up to approximately $325 million in net present values (NPV) using discount cash flow (DCF) model based on our 2025 projected financials using industry standard multiples and discount rates. This strategic acquisition will not only strengthen Bitech’s financial position, but also provide access to new technologies and global markets. As a result, Bitech is ready to begin planning for a NASDAQ uplisting, which will further enhance its credibility and visibility among investors, setting a solid foundation for Bitech’s future success and expansion in the renewable energy industry.

With 1.965 GW of BESS power capacity in Emergen’s project pipeline, we believe we have the ability to control almost 10% of the U.S. BESS market share assuming we obtain financing for all planned BESS projects and are able to develop them. According to Energy Storage News in November 2023, the BESS development pipeline in the U.S. has grown by 50% year-over-year to around 21.5 GW, comprised of 262 projects.^1^ Thanks to the rapid expansion of the solar industry, the U.S. now has about 161 gigawatts of solar installed.^2^With 3.8GW of solar power in its pipeline, we believe we have the potential to secure about 2.5% of the U.S. solar market share assuming we obtain financing for all planned solar projects and are able to develop them.

This news closely follows behind the $7 billion in the U.S. federal solar power grants on Earth Day as solar is gaining traction as a key renewable energy source that could reduce the nation’s reliance on fossil fuels, which emit planet-warming greenhouse gases.^3^

Comprehensive details of the transactions related to the acquisition of Emergen, as well as its audited financial statements, will be disclosed in the upcoming Form 8-Ks and other filings with the Securities and Exchange Commission.

^1^See: US large-scale BESS installations in 2023 already exceed whole of 2022

^2^See: The US installed more solar in 2023 than ever before

^3^See: $7 Billion in federal solar power grants on Earth Day

AboutBitech Technologies Corporation

Bitech Technologies Corporation (OTCQB: BTTC), is a technology solutions enabler dedicated to providing a suite of green energy solutions to renewable energy initiatives. We pursue these innovative energy technologies through system integration solutions while participating in grid-balancing large-scale Battery Energy Storage System (BESS) projects to produce sustainable revenues. Our technological innovations focus on microgrids, Home Energy Management System (HEMS), Building Energy Management System (BEMS), City Energy Management System (CEMS), energy storage, and EV related infrastructure. For more information, please visit www.bitech.tech.

AboutBridgelink Development LLC

Bridgelink Development, LLC is a leading solar and energy storage development company headquartered in Fort Worth, Texas. With a commitment to advancing sustainable operations, Bridgelink focuses on the development of utility-size solar and BESS projects throughout the U.S. For more information, please visit www.bridgelinkinvestments.com

CautionaryNote Regarding Forward-Looking Statements

This release contains “forward-looking statements”. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “would,” “could,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others such as, but not limited to our ability to obtain financing for Emergen’s planned BESS and solar projects, our ability to complete construction and obtain all required regulatory approvals for these projects, future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance, the effects of competition and other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Any forward-looking information provided in this release should be considered with these factors in mind. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K, which are available on the Securities and Exchange Commission’s website at sec.gov. We assume no obligation to update any forward-looking statements contained in this press release.

Contact:

Bitech Technologies Corporation

Investor Relations

Tel: 1.855.777.0888

Email: info@bitech.tech