8-K - NEOV - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C.20549

FORM

8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Dateof earliest event reported): May 14,2026

NeoVolta,Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-41447	82-5299263
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

12195

Dearborn Place

Poway, CA 92064

(Address of Principal Executive Offices) (Zip Code)

(800) 364-5464

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NEOV	The NASDAQ Stock Market LLC
Warrants, each warrant exercisable for one share of common stock	NEOVW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 2.02	Results of Operations and Financial Condition.

On May 14, 2026, NeoVolta, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026 and recent operational updates. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

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

On May 14, 2026, the Company announced the appointment of Jing Nealis as the Company’s Chief Financial Officer, effective May 18, 2026, succeeding Steve Bond, who will transition from the role of Chief Financial Officer effective as of such date. A copy of the press release announcing the appointment is attached to this report as Exhibit 99.2 and is incorporated by reference herein.

In connection with Ms. Nealis’s appointment as the Company’s Chief Financial Officer with an effective date of May 18, 2026, the Company and Ms. Nealis entered into an Employment Agreement, dated March 26, 2026 (the “Employment Agreement”). Under the Employment Agreement, Ms. Nealis will receive an annual base salary of $425,000. She will also receive a sign-on bonus of $35,417, payable in a lump sum within thirty (30) days following the effective date of her employment. Ms. Nealis will be eligible to receive an annual bonus with a target equal to 80% of her base salary (prorated for partial years), based on the achievement of written goals and objectives established by the Compensation Committee of the Board. If Ms. Nealis achieves more than 100% of the written objectives, she may be eligible to receive an additional bonus above 100% of the target annual bonus, in an amount determined in the sole discretion of the Compensation Committee.

On the effective date of her employment, Ms. Nealis will receive a grant of restricted stock units (“RSUs”) equal to 1,000,000 shares of the Company’s common stock (the “RSU Grant”). The RSU Grant will vest as follows: 33% on the one-year anniversary of the effective date, and the remaining 67% in eight quarterly installments thereafter, subject to Ms. Nealis’s continued employment through each vesting date. Additionally, Ms. Nealis will receive a performance-based RSU grant equal to 25,000 shares of the Company’s common stock (the “PSU Grant”). The PSU Grant will vest upon the successful completion of customer payments to NeoVolta Power LLC exceeding $1,000,000, subject to Ms. Nealis’s continued employment through the vesting date. For each fiscal year during the term of the Employment Agreement commencing with the fiscal year starting July 1, 2027, Ms. Nealis will be eligible to receive an annual equity grant under the Company’s Stock Incentive Plan, subject to the availability of shares and the sole discretion of the Compensation Committee. In the event of a Change of Control (as defined in the Company’s Stock Incentive Plan), all unvested equity awards granted to Ms. Nealis under the Employment Agreement will automatically vest, subject to her continued employment through the date of the Change of Control.

Under the Employment Agreement, if Ms. Nealis’s employment is terminated by the Company without Cause (other than for death or Disability, each as defined in the Employment Agreement) or by Ms. Nealis for Good Reason (as defined in the Employment Agreement), she will be entitled to: (i) accelerated vesting of all unvested equity previously granted; and (ii) continued payment of her base salary for nine months following the termination date. In addition, the Company will continue to pay its portion of Ms. Nealis’s medical and dental insurance premiums under COBRA for up to nine months following termination. These severance benefits are contingent upon Ms. Nealis’s timely execution, delivery, and non-revocation of a general release and waiver of claims in a form reasonably acceptable to the Company. The Company will also provide Ms. Nealis with the Company’s standard form of Officer and Director Indemnification Agreement.

Ms. Nealis, age 47, previously served as the Chief Financial Officer of SES AI Corporation, from March 2021 until April 2026. Ms. Nealis served as Senior Director, Corporate Finance at View Inc., from 2019 until March 2021. Previously, she served as Chief Financial Officer of SunPower Systems International Ltd. from 2017 until 2019, after having served in the same role in the International Division of Shunfeng International Clean Energy Ltd from 2014 until 2017. From 2012 to 2014, Ms. Nealis was Finance Director/Global Tax Director of Suntech Power, prior to which she was a manager at Deloitte from 2006 to 2012 and worked at Deloitte offices in Chicago, Shanghai, and Hong Kong. Ms. Nealis earned her MS in Accounting from the University of Hawaii and her Bachelor’s in International Business from China University of Petroleum in Beijing. There are no family relationships between Ms. Nealis and any director or executive officer of the Company. There are no related party transactions between Ms. Nealis and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
10.1	Employment Agreement dated March 26, 2026 between NeoVolta, Inc. and Jing Nealis
10.2	Form of NeoVolta, Inc. Indemnification Agreement
99.1	Press release dated May 14, 2026
99.2	Press release dated May 14, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

NeoVolta, Inc.
By:	/s/ Steve Bond
	Steve Bond
	Chief Financial Officer

Dated: May 14, 2026

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Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as March 26, 2026, by and between NeoVolta, Inc., a Nevada corporation (the “Company”) having its principal place of business at 12195 Dearborn Place, Poway, CA 92064, and Jing Nealis, who resides at [***] (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).

WITNESSETH:

WHEREAS, the Executive has agreed to serve as the Company’s Chief Financial Officer and the Company would like to retain Executive as its Chief Financial Officer, and the Parties desire to enter into this Agreement embodying the terms of such employment; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises of the Parties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

1. Title and Job Duties.

(a) Subject to the terms and conditions set forth in this Agreement, commencing on May 18, 2026 (the “Effective Date”), the Company agrees to employ Executive as Chief Financial Officer. Executive shall report directly to the Company’s Chief Executive Officer (the “CEO”).

(b) Executive’s primary work location shall be [***].

(c) Executive accepts such employment and agrees, during the term of her employment, to devote her full business and professional time and energy to the Company and agrees faithfully to perform her duties and responsibilities in an efficient, trustworthy and business-like manner. Executive also agrees that the CEO shall determine from time to time such other duties as may be assigned to her, consistent with her position. Executive agrees to carry out and abide by such directions of the CEO.

(d) Without limiting the generality of the foregoing, Executive shall not, without the prior written approval of the Company’s Board of Directors (the “Board”), render services of a business or commercial nature on her own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during the Term (as defined below). The foregoing limitation shall not apply to Executive’s involvement in associations, charities and service on another entity’s board of directors, provided such involvement does not interfere with Executive’s responsibilities (and as it pertains to any service on another entity’s board of directors, provided such action is pre-approved in writing by the Board).

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2. Salary and Additional Compensation.

(a) Sign-On Bonus. Upon the commencement of Executive’s employment, the Company shall pay to Executive a sign-on bonus equal to $35,417, payable in a lump sum, subject to applicable withholdings, within thirty (30) days following the Effective Date.

(b) Base Salary. During the Term, the Company shall pay to Executive an annual base salary (“Base Salary”), which shall initially be $425,000. The Compensation Committee (the “Compensation Committee”) of the Board shall endeavor to review the Executive’s Base Salary on an annual basis (at the end of the Company’s compensation year, which shall be its fiscal year).

(c) Annual Bonus. For each full fiscal year during the Term, Executive will be eligible to receive an annual bonus (the “Annual Bonus”), within ninety (90) days of the completion of such year, subject to Executive's continued employment through the payment date. The final determination of the amount, if any, of the Annual Bonus will be made by, and in the sole discretion of, the Compensation Committee (or the Board, if such committee has been dissolved), based on the Company’s assessment, in its sole discretion, as to whether written goals and objectives established and approved by the Compensation Committee (or the Board, if such committee has been dissolved) prior to the beginning of each fiscal year have been satisfied. Provided that the written objectives established by the Compensation Committee or the Board are achieved, Executive shall be entitled to receive an Annual Bonus equal to the target Annual Bonus multiplied by the percentage of objectives achieved. If Executive achieves more than 100% of the written objectives, Executive may be eligible to receive an additional bonus above 100% of the target Annual Bonus, in an amount determined in the sole discretion of the Compensation Committee (or the Board, if such committee has been dissolved). The Compensation Committee or the Board shall use commercially reasonable efforts to establish written objectives within thirty (30) days of the start of each fiscal year. The target Annual Bonus is 80% of Base Salary (prorated for partial years).

(d) Initial Grants.

(i) On the Effective Date, Executive will receive a grant (the “RSU Grant”) of restricted stock units (the “RSUs”) equal to 1,000,000 shares of the Company’s common stock. The RSU Grant shall vest as follows: (i) 33% on the one-year anniversary of the Effective Date; and (ii) the remaining 67% in eight (8) quarterly installments thereafter, provided Executive remains continuously employed by Company through each such vesting date. The RSU Grant shall be made pursuant to the Company’s Stock Incentive Plan(s) (the “Plan”), and shall in all respects be subject to and governed by the terms and conditions of such Plan and the RSU Grant.

(ii) On the Effective Date, Executive will receive a performance grant (the “PSU Grant”) of RSUs equal to 25,000 shares of the Company’s common stock. The PSU Grant shall vest upon the successful completion of customer payments to NeoVolta Power LLC exceeding $1M in the Company’s sole discretion, provided Executive remains continuously employed by Company through such vesting date. The PSU Grant shall be made pursuant to the Plan, and shall in all respects be subject to and governed by the terms and conditions of such Plan and the PSU Grant.

(e) Annual Equity Grant. For each fiscal year during the Term commencing with the fiscal year starting July 1, 2027, Executive will be eligible to receive an annual equity grant under the Plan (the “Annual Grant”), subject to the availability of shares of common stock under the Plan. The final determination on the amount, if any, of the Annual Grant will be made by, and in the sole discretion of the Compensation Committee (or the Board, if such committee has been dissolved), based on the Company’s assessment, in its sole discretion.

(f) In the event of a Change of Control (as defined in the Plan), all unvested equity awards granted to Executive under this Agreement, whether initially or annually granted, shall automatically vest, subject to Executive's continued employment through the date of the Change of Control.

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3. Expenses. In accordance with Company policy, the Company shall reimburse Executive for all reasonable association fees, professional related expenses (certifications, licenses and continuing professional education) and business expenses properly and necessarily incurred and paid by Executive in the performance of her duties under this Agreement, upon her presentment of detailed receipts in the form required by the Company’s policy. Notwithstanding the foregoing, all expenses must be promptly submitted for reimbursement by Executive. In no event shall any reimbursement be paid by the Company after the end of the calendar year following the year in which the expense is incurred by Executive.

4. Benefits.

(a) Vacation; Paid Time Off. During the Term (as defined in Section 5 below), the Executive shall be entitled to 21 paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time and as required by applicable law. Executive shall further be entitled to sick days in accordance with the Company's applicable policy.

(b) Health Insurance and Other Plans. Executive shall be eligible to participate in the Company’s medical, dental and other employee benefit programs, if any, that are provided by the Company for its employees at Executive’s level in accordance with the provisions of any such plans, as the same may be in effect from time to time. Executive acknowledges that the Company in its sole discretion may modify or terminate any or all of its benefit plans at any time.

5. Term. The term of employment under this Agreement (the “Term”) shall commence on the Effective Date and shall continue until terminated by the Company or Executive in accordance with the terms and conditions set forth herein.

6. Termination.

(a) Termination at the Company’s Election.

(i) For Cause. At the election of the Company, Executive’s employment may be terminated at any time for Cause (as defined below) upon written notice to Executive given pursuant to Section 12 of this Agreement. For purposes of this Agreement, “Cause” for termination shall include the following circumstances: (A) Executive’s being convicted of, pleading guilty or no contest to (or otherwise admitting guilt to) or being formally charged with the commission of a felony or other crime involving dishonesty or moral turpitude (excluding any motoring offense for which a non-custodial sentence is received); (B) gross negligence or willful misconduct by Executive in the performance of any of her duties or other obligations under this Agreement; (C) the association, directly or indirectly, of Executive for her profit or financial benefit with any person, firm, partnership, association, corporation or other entity that competes with the Company or any Affiliated Entity (as defined below); provided, however, that (i) passive ownership of not more than 1% of any publicly traded company or (ii) with the pre-approval of the Company, passive investment entered into after the date of this Agreement in a private company through venture funds as a limited partner; (D) the disclosing or using of any material Confidential Information (as hereinafter defined) of Company or any Affiliated Entity at any time by Executive, except as required in connection with her duties to Company or any Affiliated Entity; (E) the breach by Executive of her fiduciary duty or duty of trust to Company, including, but not limited to, the commission by Executive of an act of theft, fraud or embezzlement against Company or any Affiliated Entity or misappropriation of any Affiliated Entities’ property; (F) intentional misconduct or dishonesty toward or involving Company or any Affiliated Entity, which misconduct or dishonesty is injurious to the Company or any Affiliated Entity, monetarily or otherwise; or (G) any other material breach by Executive of any of the terms or provisions of this Agreement or any other agreement with the Company or an Affiliated Entity, which other material breach is not cured within ten business days of notice by the Company.

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(ii) Upon Disability. If a Disability (as defined below) of Executive has occurred, the Company may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within thirty (30) days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean Executive is entitled to receive long-term disability benefits under Company’s long-term disability plan, or if there is no such plan, Executive’s inability, due to physical or mental incapacity, to substantially perform her essential duties and responsibilities under this Agreement, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days; provided however, in the event Company temporarily replaces Executive, or transfers Executive’s duties or responsibilities to another individual on account of Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then Executive’s employment shall not be deemed terminated by Company. To the extent the Company does not have a long-term disability plan, any question as to the existence of Executive’s Disability as to which Executive and Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and Company. If Executive and Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Company and Executive shall be final and conclusive for all purposes of this Agreement.

(iii) Upon Death or Without Cause. The Company may terminate Executive’s employment at any time: (A) upon Executive’s death or (B) with ten (30) days prior written notice, at any time without Cause for any or no reason.

(b) Termination at Executive’s Election; Good Reason Termination. Notwithstanding anything contained elsewhere in this Agreement to the contrary, Executive may terminate her employment hereunder at any time and for any reason, upon thirty (30) days’ prior written notice to the Company (“Voluntary Resignation”), provided that upon notice of resignation, the Company may terminate Executive’s employment immediately and pay Executive thirty (30) days’ Base Salary in lieu of notice. Furthermore, the Executive may terminate this Agreement for “Good Reason,” which shall mean the occurrence of one or more of the following without Executive’s written consent: (i) any failure by the Company to comply with any of the material provisions of Section 2 of this Agreement, other than insubstantial or inadvertent failures not in bad faith which are remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) a material diminution of Executive’s authority, duties or responsibilities other than any such authority, duties or responsibilities assigned at any time which are by their nature, or which are identified at the time of assignment, as being temporary or short term; (iii) a material breach by the Company of any written agreement between the Company and Executive; and (iv) the relocation of Executive’s primary place of work to a location more than thirty-five (35) miles from Pleasanton, California without Executive’s prior written consent. Good Reason shall not exist hereunder unless within 30 days of the initial existence of a condition described above, the Executive provides notice in writing to the Company, specifically describing the condition giving rise to Good Reason and allowing the Company a period of 30 days from the date of receipt of the notice to remedy such condition; and provided, further, however, that a condition will not give rise to Good Reason hereunder unless, within 60 days after the initial existence of such condition, Executive will have actually terminated her employment with the Company by giving written notice of resignation for failure of the Company to remedy such condition

(c) Termination in General. If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive: (i) any unpaid Base Salary through the date of employment termination, (ii) any unpaid Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs (payable at the time the bonuses are paid to employees generally), (iii) any accrued but unused vacation or paid time off in accordance with the Company’s policy, (iv) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (v) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement (collectively, the “Accrued Obligations”).

(d) Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of termination, from all positions she then holds as an officer, director, employee and member of the Board of Directors (and any committee thereof), if applicable. The Executive shall be required to execute such writings as are required to effectuate the foregoing.

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7. Severance.

(a) Severance.

(i) If Executive’s employment is terminated by the Company without Cause (and for other than death or Disability) or by Executive for Good Reason, in addition to the Accrued Obligations, Executive shall be entitled to receive: (A) accelerated vesting of all unvested equity previously granted to Executive, with such unvested equity vesting within thirty (30) days after the termination date; and (B) continued payment, as severance, of Executive’s Base Salary in effect at the time of termination for nine (9) months (the “Severance Payments”), payable in accordance with the Company’s normal payroll practices in effect as of the time of termination. Accelerated vesting of unvested equity and payment of Severance Payments are contingent upon Executive’s compliance with any post-employment obligations contained in this Agreement and with Executive’s timely execution, delivery and non-revocation (and the expiration of any period of revocation) of a separation agreement containing a general release and waiver of claims of the Company and Affiliated Entities, and its and their officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, and other customary terms in a form reasonably acceptable to the Company (the “Release”) by the deadline specified therein and in any event within 60 days of the termination of employment. The Release form shall be provided within 14 days of termination. Once the Release is executed and delivered, Severance Payments shall commence on the first regular payroll date immediately following the date the Release is executed and no longer subject to revocation (“Release Effective Date”). The first Severance Payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date had such payments commenced immediately after Executive’s termination of employment, and any Severance Payments made thereafter will continue as otherwise provided herein.

(ii) If Executive's employment is terminated by the Company without Cause (and for other than Disability) or by Executive for Good Reason, and if Executive is eligible for and timely elects to continue to participate in the Company’s medical and dental benefit programs pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and applicable state continuation laws and regulations, provided Executive timely executes, delivers and does not revoke the Release, the Company will continue to pay the same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive and eligible spouse and dependents) until the earlier of: (A) nine (9) months from Executive's termination of employment; (B) the date Executive is eligible for medical and/or dental insurance benefits from another employer; or (C) the date Executive is no longer eligible for COBRA benefits.

(b) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” hereunder, then the Executive will not be deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A.

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8. Confidential Information and Invention Assignment.

(a) Confidential Information.

(i) Executive understands that during her employment she will have access to unpublished and otherwise confidential information both of a technical and non-technical nature, relating to the business of the Company and any of its parents, subsidiaries, divisions, affiliates (collectively, “Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research or development, any of their technology or the implementation or exploitation thereof, including without limitation information Executive and others have collected, obtained or created, information pertaining to software, patent formulations, vendors, prices, costs, materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade secrets and equipment designs, including information disclosed to the Company by others under agreements to hold such information confidential (collectively, the “Confidential Information”). Executive agrees to observe all Company policies and procedures concerning such Confidential Information. Executive further agrees not to disclose or use, either during her employment or at any time thereafter, any Confidential Information for any purpose, including without limitation any competitive purpose, unless authorized to do so by the Company in writing, except that she may disclose and use such information when necessary in the performance of her duties for the Company. Executive’s obligations under this Agreement will continue with respect to Confidential Information, whether or not her employment is terminated, until such information becomes generally available from public sources through no action of Executive. Notwithstanding the foregoing, however, Executive shall be permitted to disclose Confidential Information as may be required by a subpoena or other governmental order, provided that, if she is lawfully permitted to do so, she first notifies promptly the Company of such subpoena, order or other requirement and allows the Company the opportunity to obtain a protective order or other appropriate remedy. Nothing herein shall prohibit Employee from (A) reporting a suspected violation of law to any governmental or regulatory agency and cooperating with such agency, or from receiving a monetary recovery for information provided to such agency, (B) testifying truthfully under oath pursuant to subpoena or other legal process or (C) making disclosures that are otherwise protected under applicable law or regulation.

(ii) During Executive’s employment, upon the Company’s request, or upon the termination of her employment for any reason, Executive will promptly deliver to the Company all documents, records, files, notebooks, manuals, letters, notes, reports, customer and supplier lists, cost and profit data, e-mail, apparatus, computers, cell phones, tablets, hardware, software, drawings, and any other material of the Company or any of its Affiliated Entities or clients, including all materials pertaining to Confidential Information developed by Executive or others, and all copies of such materials, whether of a technical, business or fiscal nature, whether on the hard drive of a laptop or desktop computer, in hard copy, disk or any other format, which are in Executive’s possession, custody or control, and Executive shall retain no copies of such materials.

(iii) Defend Trade Secrets Act (DTSA) Notice. An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

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(b) Invention Assignment.

(i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by her alone or with others in the performance of work or rendering of services, pursuant to this Agreement. Executive agrees that the Company owns all such Creations, and Executive hereby assigns and agrees to assign to the Company all rights she has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of her employment with respect to Creations and derivatives of such Creations conceived or made during her employment with the Company. Executive understands that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on her own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information unless such Creation (A) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities; or (B) results in any way from her work at the Company.

(ii) Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to her duties hereunder as having been made or acquired by Executive prior to her work for the Company.

(iii) Executive agrees to cooperate fully with the Company, both during and after her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as her agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as her agent and attorney-in-fact to execute any such papers on her behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph.

9. Non-solicitation and Non-disparagement.

(a) Executive agrees that, during the Term and until six (6) months after the termination of her employment for any reason, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the one-year period prior to the termination of Executive’s employment, or induce any such employee to terminate her or her employment with the Company or any of its Affiliated Entities.

(b) During the Term and thereafter, Executive agrees not to disparage or criticize any Affiliated Entity or any of their respective businesses, management, business practices, equity holders, officers, directors, managers, employees, parents, subsidiaries or agents (the “Affiliated Entity Persons”), and will not otherwise do or say anything that could disrupt the good morale, or otherwise harm the interests or reputations, of the Affiliated Entity Persons. Nothing in this Section 9(b) in any way restricts Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized governmental agency, provided that such compliance does not exceed that required by the law, regulation or order.

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10. Representation and Warranty. The Executive hereby acknowledges and represents that she has had the opportunity to consult with legal counsel regarding her rights and obligations under this Agreement and that she fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any confidential information or trade secrets belonging to a third party.

11. Injunctive Relief. In signing this Agreement, Executive agrees that the restraints in Sections 8 and 9 are necessary for the reasonable and proper protection of the Affiliated Entities, and that each of the restraints is reasonable in respect to subject matter and length of time. Without limiting the remedies available to the Company, Executive acknowledges that a breach of any of the covenants contained in Section 8 or 9 above would cause the Affiliated Entities irreparable harm for which there is no adequate remedy at law, that it will not be possible to measure precisely damages for such injuries and that, in the event of such a breach or threat thereof, the Affiliated Entities shall be entitled, without the requirement to post bond or other security and without the necessity of showing actual money damages, to preliminary and permanent injunctive relief restraining Executive from engaging in activities prohibited by this Agreement or such other relief as may be required to specifically enforce any of the covenants in Section 8 or 9 of this Agreement. Executive agrees that she will reimburse the Affiliated Entities for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of Sections 8 or 9 if any Affiliated Entity prevails on any material issue involved in such dispute. Executive also agrees that each of the Affiliated Entities will have the right to enforce all of Executive’s obligations to that Entity under this Agreement, including without limitation pursuant to Sections 8 and 9. No claimed breach of this Agreement or other violation of law attributable to the Affiliated Entities will operate to excuse the Executive from the performance of her obligations under Sections 8 and 9.

12. Notice. Any notice or other communication required or permitted to be given to the Parties shall be deemed to have been given if either personally delivered, or if sent for next-day delivery by nationally recognized overnight courier, and addressed as follows:

If to Executive, to:

Jing Nealis

[***]

If to the Company, to:

NeoVolta, Inc.

12195 Dearborn Place

Poway, CA 92064

Attention: Chairperson of the Board

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13. Severability. If any provision of this Agreement is declared void or unenforceable by a court of competent jurisdiction, all other provisions shall nonetheless remain in full force and effect.

14. Withholding. The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state or local law.

15. Indemnification/D&O Insurance. The Company shall purchase and maintain director and officer liability insurance on such terms and providing such coverage as the Board determines is appropriate from time-to-time, and the Executive shall be covered by such insurance, pursuant to the terms of the applicable plan(s) and policy(ies), to the same extent as similarly situated officers and directors of the Company. Concurrently with the execution of this Agreement, the Company shall provide Executive with the Company’s standard form of Officer and Director Indemnification Agreement for execution by both parties.

16. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to the conflict of laws provisions thereof that would require the application of the laws of another jurisdiction. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California for any action or proceeding arising out of or relating to this Agreement and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise.

17. Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not be or be construed as a waiver of any subsequent breach. The failure of a Party to insist upon strict adherence to any provision of this Agreement on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement. Any such waiver must be in writing, signed by the Party against whom such waiver is to be enforced.

18. Assignment. This Agreement is a personal contract and Executive may not sell, transfer, assign, pledge or hypothecate her rights, interests and obligations hereunder. Except as otherwise herein expressly provided, this Agreement shall be binding upon and shall inure to the benefit of Executive and her personal representatives and shall inure to the benefit of and be binding upon the Company and its successors and assigns, including without limitation, any corporation or other entity into which the Company is merged or which acquires all or substantially all of the assets of the Company.

19. Entire Agreement. This Agreement embodies all of the representations, warranties, covenants, understandings and agreements between the Parties relating to Executive’s employment with the Company. No other representations, warranties, covenants, understandings, or agreements exist between the Parties relating to Executive’s employment. This Agreement shall supersede all prior agreements, written or oral, relating to Executive’s employment. This Agreement may not be amended or modified except by a writing signed by the Parties.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered on the date first written above.

NeoVolta, Inc.

By: _____/s/ Ardes Johnson____________

Name: Ardes Johnson

Title: Chief Executive Officer

Agreed to and Accepted:

Jing Nealis

/s/ Jing Nealis

Date: March 26, 2026

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Exhibit 10.2

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between NeoVolta, Inc., a Nevada corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Articles of Incorporation (as may be amended and/or restated from time to time, the “Articlesof Incorporation”) and the Bylaws (as may be amended and/or restated from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Nevada Revised Statutes (as may be amended from time to time, “NRS”). The Articles of Incorporation, Bylaws and the NRS expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for, and in the interest of, the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS, this Agreement is a supplement to and in furtherance of the Articles of Incorporation and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and

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NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
DEFINITIONS. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) The terms “BeneficialOwner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

(c) A “Change inControl” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “ContinuingDirectors”), cease for any reason to constitute at least a majority of the members of the Board;

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(iii) Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 30% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

(d) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.

(e) “Nevada Court” shall mean the business court of the Eighth Judicial District Court of Clark County, Nevada, or, if such court does not have subject matter jurisdiction, any other state or federal court of competent jurisdiction in Las Vegas, Nevada.

(f) “DisinterestedDirector” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.

(g) “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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(i) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below). Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(j) References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at therequest of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “notopposed to the best interests of the Company” as referred to in this Agreement.

(k) “IndependentCounsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(l) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(m) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(n) The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

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INDEMNITY IN THIRD-PARTYPROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified and held harmless against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

INDEMNITY IN PROCEEDINGSBY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification or hold harmless for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Nevada Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification or to be held harmless.
INDEMNIFICATION FOREXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
INDEMNIFICATION FOREXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

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ADDITIONAL INDEMNIFICATIONAND HOLD HARMLESS RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification or hold harmless rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders, or is an act or omission not in good faith or which involves intentional misconduct, fraud, or a knowing violation of the law.
CONTRIBUTION IN THEEVENT OF JOINT LIABILITY.

(a) To the fullest extent permissible under applicable law, if the indemnification and/or hold harmless rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying or holding harmless Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of the Proceeding in order to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other, and (ii) the relative fault of the Company and Indemnitee.

(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

(c) except as otherwise provided in Sections 14(f)-(g) hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is brought by Indemnitee to enforce Indemnitee's rights under this Agreement following a Change in Control.

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ADVANCES OF EXPENSES;DEFENSE OF CLAIM.

(a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Articles of Incorporation, the Bylaws of the Company, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) for which Indemnitee seeks indemnification hereunder without the Company's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

PROCEDURE FOR NOTIFICATIONAND APPLICATION FOR INDEMNIFICATION.

(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.

PROCEDURE UPON APPLICATIONFOR INDEMNIFICATION.

(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such Disinterested Directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, (iv) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (v) by a vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

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(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by the Board (unless the Board shall request that such selection be made by Indemnitee), and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by Indemnitee, Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Nevada Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Nevada Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PRESUMPTIONS AND EFFECTOF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

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(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

REMEDIES OF INDEMNITEE.

(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within the time period specified in Section 13(b) after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Nevada Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration held in Las Vegas, Nevada, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Nevada law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination; provided, however, that the Company may introduce evidence of the prior determination as relevant to the issues being adjudicated.

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(c) In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless and to receive advancement of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, advancement or contribution agreement or provision of the Articles of Incorporation, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee; provided, however, that Indemnitee shall be entitled to such indemnification only to the extent Indemnitee is successful on the merits or otherwise in such judicial proceeding or arbitration (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

(g) Interest shall be paid by the Company to Indemnitee at the legal rate in accordance with NRS 99.040 for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, hold harmless, exoneration, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.

SECURITY. Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board in its sole discretion, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

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NON-EXCLUSIVITY; SURVIVALOF RIGHTS; INSURANCE; SUBROGATION.

(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles of Incorporation, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The NRS, the Articles of Incorporation and the Bylaws permit (or do not prohibit) the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“IndemnificationArrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the NRS, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) The Company’s obligation to indemnify, hold harmless or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, contribution or insurance coverage rights against any person or entity other than the Company; provided, however, that the Company may require Indemnitee to use reasonable efforts to pursue recovery from other available sources before seeking indemnification from the Company to the extent such other sources would provide primary coverage.

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DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
ENFORCEMENT AND BINDINGEFFECT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.

(b) Without limiting any of the rights of Indemnitee under the Articles of Incorporation or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, subject to the Articles of Incorporation or Bylaws of the Company.

(c) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, in accordance with applicable law.

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MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed, or (iii) if sent by email (with confirmation of receipt by the recipient), on the date of transmission if sent before 5:00 p.m. (recipient's local time) on a business day, or on the next business day if sent after such time:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company, to:

NeoVolta, Inc.

12195 Dearborn Place

Poway, CA 92064

Attn: Chief Executive Officer

or to any other address as may have been furnished to Indemnitee in writing by the Company.

APPLICABLE LAW ANDCONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Nevada Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
MISCELLANEOUS. Use of any gendered pronoun shall be deemed to include all genders and shall be construed in a gender-neutral manner where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of three years from the date of accrual or discovery (whichever is later) of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such three-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.

NEOVOLTA, INC.<br><br> <br>****
By:
	Name:
	Title:
INDEMNITEE<br><br> <br>****
By:
	Name:
	Address:

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Exhibit 99.1

NeoVolta Reports Third Quarter Fiscal 2026 Financial Results andProvides Strategic Update on Execution of Integrated Energy Solutions Platform

Strong Execution Across All Pillars: First C&I Purchase Order,Georgia Manufacturing Facility on Track, and Multiple Strategic Milestones Validate Integrated Platform Strategy

San Diego, CA – May 14, 2026 – NeoVolta Inc. (NASDAQ: NEOV) (“NeoVolta” or the “Company”), a U.S.-based energy technology company delivering scalable energy storage solutions, today announced financial results for its third quarter fiscal 2026 ended March 31, 2026, and provided an update on the Company’s continued execution against its strategy to build a vertically integrated energy solutions platform serving residential, commercial and industrial (“C&I”), and utility-scale markets.

Recent Highlights

·	Named 2026 Energy Storage Company of the Year by CleanTech Breakthrough,<br>selected from thousands of nominations across 16+ countries for product leadership, installer-friendly design, and market traction
·	NeoVolta Power ownership increased to 80% under amended JV structure;<br>expanded commercial agreement entered into with PotisEdge
·	First C&I purchase order received from Luminia, a $1.9 million<br>initial order validating the Company’s integrated C&I platform strategy
·	Georgia manufacturing facility progressing on track;<br> manufacturing equipment has started to arrive on site, with installation targeted for June ahead of production ramp expected in Q3<br> of calendar 2026

Management Commentary

“The third quarter was about execution, converting our strategic vision into tangible proof points. We received our first C&I purchase order from Luminia, our Georgia manufacturing facility is progressing on track with equipment starting to arrive on site and installation targeted for June, and we continued to advance all three verticals of our integrated platform. Subsequent to quarter end, we were named 2026 Energy Storage Company of the Year, increased our ownership in NeoVolta Power to 80% and expanded our commercial capabilities with PotisEdge. The momentum we are carrying into the back half of fiscal 2026 gives us strong confidence in the path ahead.” - Ardes Johnson, Chief Executive Officer, NeoVolta.

Third Quarter Fiscal 2026 Financial Highlights

·	Revenue: $2.0 million for Q3 FY2026, compared to $2.0 million<br>in Q3 FY2025. Revenue in the quarter was impacted by a slowdown in the residential solar market following the expiration of the federal<br>solar investment tax credit for individuals on December 31, 2025. Nine-month revenue totaled $13.3 million, up approximately 262% from<br>$3.7 million in the prior-year period.
·	Gross Profit: Gross profit was approximately $0.9 million, or<br>~46% gross margin, compared to approximately $0.5 million, or ~26% gross margin, in Q3 FY2025. The year-over-year improvement reflects<br>higher-margin product mix during the quarter.
·	Operating Expenses: Total operating expenses were approximately<br>$3.6 million, compared to approximately $1.9 million in Q3 FY2025, reflecting investments in commercial infrastructure, R&D associated<br>with the NVWAVE platform commercialization, and NeoVolta Power operating expenses as the manufacturing facility advances toward initial<br>production.
·	Net Loss: Net loss was $3.0 million, or $(0.08) per share, compared<br>to a net loss of $1.4 million, or $(0.04) per share, in Q3 FY2025. The year-over-year increase reflects planned strategic investment in<br>people, product development, and platform infrastructure as the Company executes on its integrated energy solutions strategy.
·	Liquidity:As of March 31, 2026, the Company<br>had cash of approximately $11.5 million. In April 2026, the Company established a revolving credit facility of up to $3.0 million with<br>its depository bank, providing additional near-term liquidity flexibility. Management is actively evaluating equity, debt, and project<br>financing alternatives to fund Phase 2 and Phase 3 joint venture obligations and support continued platform growth.

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Strategic Update: Executing the Integrated Energy Solutions Platform

Residential Platform

NeoVolta continued to expand its national installer and distributor network, with distribution activity across Texas, Puerto Rico, and other new markets. The Company is preparing to launch its NVWAVE modular battery platform commercially, featuring plug-and-play installation in under 30 minutes, approximately 75% faster than traditional alternatives, a scalable architecture up to 55.2 kWh, and full FEOC-compliant, Domestic Content-eligible design. A key differentiator of the NVWAVE platform is its integrated software intelligence. The system incorporates a proprietary whole-home load management controller that integrates the system controller, inverters, battery management unit, and individual battery modules into one streamlined unit, enabling intelligent energy optimization across solar, battery, and grid resources. This software-driven architecture gives homeowners real-time visibility and control over their energy use while allowing the system to adapt dynamically to evolving utility rate structures and interconnection requirements. In parallel, the Company is advancing a third-party ownership (“TPO”) financing model for the residential market in collaboration with Luminia, which would enable homeowners to deploy NVWAVE systems with little to no upfront cost, lower barriers to adoption, and generate recurring revenue streams for NeoVolta over time. Further updates on the TPO initiative will be provided as it develops.

C&I Platform

In March 2026, NeoVolta received its first purchase order from LuminiaLLC, valued at approximately $1.9 million for 40 units of NeoVolta’s NVGAIN-125K261 C&I battery storage system. This is the first definitive commercial transaction under the strategic supply collaboration framework the two companies announced in December 2025 and validates NeoVolta’s position as an integrated C&I energy storage provider. Luminia operates one of the most active project pipelines in the U.S. C&I distributed storage market, with contracted demand for approximately 160 MWh and an active pipeline of approximately 640 MWh, representing approximately $39 million in potential equipment revenue to NeoVolta under the broader collaboration framework, although there can be no assurance that pipeline projects will result in purchase orders. The Company expects the Luminia relationship to continue to deepen as NeoVolta Power’s Georgia manufacturing facility approaches production, creating a direct line of sight between domestic supply capacity and a scaled, active development pipeline.

Utility-Scale Platform | NeoVolta Power, LLC - Domestic ManufacturingJoint Venture

The Company’s U.S. battery manufacturing joint venture in Pendergrass, Georgia is advancing on track:

·	Equipment installation is targeted for June 2026
·	Initial production ramp is expected to begin in Q3 of calendar<br> 2026
·	Phase 2 capital contribution of $8.0 million is targeted<br>for May 31, 2026; management is actively evaluating funding sources to support this and future growth investments

In April 2026, NeoVolta announced an amended joint venture structure increasing its ownership interest in NeoVolta Power from 60% to 80%, at no new cash cost, while retaining full board and operational control. The updated structure strengthens the Company’s economic interest in the platform and enhances alignment with domestic manufacturing incentive frameworks, including IRS Section 45X and Section 48E. Concurrently, NeoVolta entered into a Management Services Agreement with PotisEdge to support commercial development and customer engagement.

The Georgia facility is designed for 2 GWh of initial annual production capacity, scalable to 8 GWh over time, with an initial product mix of approximately 75% utility-scale and 25% C&I systems. At illustrative average pricing of $200 per kilowatt hour, 2 GWh of annual production could represent approximately $400 million of potential annual revenue at full utilization. This illustrative figure is not a forecast or guidance and actual production levels, product mix, pricing, and revenue will depend on market conditions, customer demand, and operational factors.

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Capital Structure

NeoVolta is executing against one of the most significant growth opportunities in the U.S. clean energy sector, and the Company is committed to funding that growth in a disciplined and shareholder-friendly manner. As the Company advances toward manufacturing production, expands its commercial footprint across residential, C&I, and utility-scale markets, and pursues additional strategic partnerships, management is actively evaluating a range of capital options, including equity, debt, project financing, and equipment financing, to support its Phase 2 and Phase 3 joint venture obligations and broader platform growth initiatives. NeoVolta’s priority is to deploy capital efficiently and at the right cost, ensuring the Company is well positioned to fund its rapid growth trajectory while preserving long-term shareholder value.

Conference Call Information

The Company will host an earnings conference tomorrow to review financial and operating results for the quarter ended March 31, 2026. Management will review quarterly results and discuss recent operational progress and strategic priorities. A question-and-answer session will follow.

·	Date: Friday, May 15, 2026
·	Time: 12:00 p.m. Eastern Time
·	Phone: +1 (201) 389-0908
·	Webcast and accompanying slide presentation: Registration<br>Link

A telephonic replay will be available from 3:00 p.m. ET on the day of the call through Friday, May 29, 2026. To listen to the archived call, dial +1 (412) 317-6671 and enter replay PIN 13760492. The webcast replay will be available on the Investor Relations section of the Company’s website at neovolta.com/investors, where a transcript will be posted once available.

About NeoVolta

NeoVolta is an innovator in energy storage solutions dedicated to advancing reliable, high-performance power infrastructure for residential, commercial, and utility applications. With a focus on scalable technology, domestic manufacturing, and strategic partnerships, NeoVolta is positioned to support the accelerating transition toward resilient energy systems.

For more information, visit www.neovolta.com.

Forward-Looking Statements

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this release include, without limitation, statements regarding the ability to raise additional capital, manufacturing capacity, production timelines, market opportunity, revenue potential, supply collaboration frameworks and potential order volumes, the expected expansion of strategic collaborations, the development of TPO and financing models, the Georgia manufacturing facility ramp timeline and capacity, expected outcomes from the Luminia relationship and utility-scale commercial operations, future gross margin improvement, the Company’s ability to meet joint venture capital contribution obligations, and future operations generally. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under Item 1A. “Risk Factors” in the Company’s most recently filed Form 10-K and updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Contacts

NEOV Investors

Alliance Advisors IR

ir@neovolta.com

NEOV Media

Email: press@neovolta.com

Phone: 800-364-5464

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Exhibit 99.2

NeoVolta Appoints Jing Nealis as Chief FinancialOfficer

Seasoned finance veteran with extensive experience scaling technologywith manufacturing joins NeoVolta to drive the next phase of growth

San Diego, CA – May 14, 2026 – NeoVolta Inc. (NASDAQ: NEOV) (“NeoVolta” or the “Company”), a U.S.-based energy technology company delivering scalable energy storage solutions, today announced the appointment of Jing Nealis as Chief Financial Officer, effective May 18, 2026. Ms. Nealis joins as NeoVolta enters a defining phase of its evolution and establishes domestic battery energy storage system manufacturing in Georgia that is expected to have 2GWh of initial annual capacity scalable to 8GWh and a production ramp targeted for Q3 2026.

Ms. Nealis brings more than 20 years of financial leadership experience with a deep expertise in the energy transition, technology, and manufacturing sectors. She succeeds Steve Bond, who will continue with the Company as Executive Vice President and President of NeoVolta Power LLC, where he will lead the Company's manufacturing ramp to mass production at its new Georgia facility.

Most recently, Ms. Nealis served as Chief Financial Officer of SES AI Corporation (NYSE: SES), where she led the company through a period of significant transformation and growth including raising significant growth capital, expanding operations, and establishment of three revenue-generating business units.

“Jing’s appointment comes at a defining moment for NeoVolta.” said Ardes Johnson, Chief Executive Officer of NeoVolta. “We are developing a domestic BESS manufacturing platform, expanding from residential into utility-scale, commercial and industrial markets, and pursuing one of the most significant growth opportunities in the US clean energy sector. Jing has navigated exactly this kind of complexity throughout her career. Her depth of experience is precisely what this moment requires, and I am excited to partner with her as we build NeoVolta into a leader in American energy storage. At the same time, I want to recognize Steve, whose leadership as CFO helped lay the financial foundation for where NeoVolta stands today. Steve is stepping into one of the most consequential roles in our company’s history as President of NeoVolta Power, getting our Georgia facility to mass production on time is mission-critical, and Steve remains a cornerstone of our leadership team.”

“I am honored to join NeoVolta at such a pivotal inflection point in its journey,” said Jing Nealis. “I believe deeply in what NeoVolta is building – a US domestically manufactured, OBBB-compliant energy storage platform at the intersection of strong policy tailwinds, surging demand, and world-class partnerships. I greatly appreciate the opportunity to help shape the company’s trajectory for years to come. I look forward to working with our leadership teams and our global partners to support the next phase of growth.”

About NeoVolta

For more information, visit www.neovolta.com.

Forward-Looking Statements

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this release include, without limitation, statements regarding business strategy, growth plans, future operations, and domestic manufacturing capacity and production timelines. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under Item 1A. “Risk Factors” in the Company’s most recently filed Form 10-K filed with the Securities and Exchange Commission (“SEC”) and updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Contacts

NEOV Investors

Alliance Advisors IR

ir@neovolta.com

NEOV Media

Email: press@neovolta.com

Phone: 800-364-54