On December 12, 2023, the Board of Directors of the Company appointed Mr. Gillings as the Chief Financial Officer, effective December 13, 2023. Mr. Gillings, age 74, has been a controller/chief financial officer consultant with Now CFO of Newport Beach, California, a consulting firm for the past six years. As a consultant, Mr. Gillings assisted various business clients with the preparation of quarterly financial statements and notes and annual financial statements for year-end audits. Mr. Gillings also prepared and filed Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for SEC reporting companies. Prior to joining Now CFO, Mr. Gillings served for four years as chief financial officer of QuantumSphere Inc. of Santa Ana, California, a manufacturer of nanometals (?QuantumSphere?) where his responsibilities included preparing public company SEC filings, developing policies and procedures and preparing monthly financial reports and analysis. Prior thereto, Mr. Gillings served for seven years as vice president, finance at QuantumSphere. Prior to joining QuantumSphere, Mr. Gillings served as controller for AllDigital of Irvine, California which provides digital broadcasting solutions and chief financial officer of I/Magic of Irvine California, a distributor of computer peripherals. Mr. Gillings has a Bachelor of Science in Accounting degree from the University of California, Berkeley and a Master of Business Administration degree from the California State University, Fullerton. In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Gillings, dated December 13, 2023 (the ?Agreement?) under which Mr. Gillings will be paid a base salary of $100,000 per year. The Agreement may be terminated by Mr. Gillings at any time upon 90 days prior notice and by the Company, at any time, with or without ?cause?, as defined in the Agreement. If the Agreement is terminated by the Company without cause, so long as Mr. Gillings is employed for six months, Mr. Gillings will be entitled to three months? salary plus one additional month for every year of employment as a severance payment.



In addition, the Agreement provides for the grant to Mr. Gillings of an option to purchase 200,000 shares of the Company?s common stock, par value $0.001 per share, on each of December 13, 2023 and the first and second anniversaries thereof, at a purchase price per share equal to the fair market value of the Company?s publicly traded common stock on the date of grant. Each option vests one year from the date of grant, and is exercisable for three years, provided that Mr. Gillings is then employed by the Company. Upon termination of Mr. Gillings? employment, other than for cause, any vested option will remain exercisable for 30 days after such termination. Mr. Gillings will also be eligible for discretionary annual bonuses based on performance.