Form 8-K

8-K — Brightline Interactive, Inc./NV

Accession: 0001493152-26-046862

Filed: 2026-10-13

Period: 2026-10-06

CIK: 0001854445

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-10-06

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 6, 2026

Brightline Interactive, Inc./NV

BRIGHTLINE

INTERACTIVE, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-40556

81-2958271

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

21745 Red Rum Drive

Ashburn, VA 20147

(Address of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (703)-594-7496

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

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

BTLN

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 ☐

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

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

Item

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

Certain Officers.

Director

Resignation

October 6, 2026, Brian Archer, a member of the Board of Directors (the “Board”) of Brightline Interactive, Inc. (the “Company”),

Chair of the Audit Committee of the Board and member of the Compensation Committee and Nominating and Corporate Governance Committee

of the Board, tendered his resignation to the Board effective as of the consummation of the Company’s 2026 annual meeting of shareholders

(the “Annual Meeting”). Mr. Archer will serve out the remainder of his term on the Board and committees until the close of

the Annual Meeting. Mr. Archer’s decision to resign was not related to any disagreement with the Company on any matter relating

to the Company’s operations, policies, or practices. The Board intends to appoint Mr. Archer’s successor no later than its

first meeting following the Annual Meeting.

CFO

Employment Agreement

previously disclosed, on June 1, 2026, the Board appointed William Keneally as the Company’s Chief Financial Officer. In connection

with Mr. Keneally’s appointment, on October 9, 2026, the Company entered into a consulting services agreement (the “Agreement”)

with CXO Partners (“CXO”). Pursuant to the Agreement, effective as of June 16, 2026 through February 15, 2027, the Company

will pay CXO a monthly fee of $15,000 for Chief Financial Officer services, which will be performed by Mr. Keneally.

Mr.

Keneally is not entitled to participate in the Company’s employee benefit plans. The agreement further provides that CXO may remove

or reassign personnel assigned to the engagement, subject to notice to the Company when practicable. Unless otherwise provided in the

applicable statement of work, either party may terminate the agreement without cause upon 60 days’ written notice. Either party

may also terminate the agreement for cause if the other party fails to cure identified nonperformance within 15 days after receiving

written notice. Upon termination, the Company must pay CXO for services performed and expenses incurred through the termination date.

The

foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Board

Reclassification

On October

13, 2026, the Board completed a process to reclassify the membership of the Board’s three director classes in order to achieve

a more equal appointment of membership among the three director classes. Accordingly, effective October 13, 2026, Major General Pete

Fesler, USA (Ret.), a member of the Board, was reclassified from a Class I Director (with a term expiring at the Company’s 2027

Annual Meeting of Stockholders), to a Class III Director (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders).

The reclassification of Mr. Fesler was effected solely for the purpose of achieving a more equal apportionment of membership among the

Board’s three classes of Directors.

Forward-Looking

Statements

This

report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “intends,” “will” and “may,”

or the negative thereof or other variations thereon or comparable terminology are used to identify forward-looking statements, although

not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs

on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that

actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s

actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well

as other sections, of its reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of

the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, except as required

by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Consulting Service Agreement, dated as of October 9, 2026

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

BRIGHTLINE

INTERACTIVE, INC.

Date:

October 13, 2026

/s/

Tyler Gates

Name:

Tyler

Gates

Title:

President

and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CONSULTING

SERVICES AGREEMENT

October

9, 2026

Mr.

Tyler Gates

Chief

Executive Officer

Brightline

Interactive, Inc.

21475

Red Rum Drive

Suite

242

Ashburn,

VA 20147

Dear

Mr. Gates,

Thank

you for the opportunity to present our attached agreement for consulting services for Brightline Interactive, Inc.

CXO

Partners provides on-demand interim C-suite executives and expertise and staff to our clients. I will be the CXO Partners partner managing

this overall relationship.

look forward to working with you and your Brightline team.

William

J. Keneally

Partner

cc:

Mr. Chris Murillo – HS&E

Mr. Joe Ceccarelli – Brightline

Ms. Liz Shaw - Brightline

Page 1

Project

Summary:

PROJECT

BACKGROUND

Brightline

Inactive, Inc., formerly The Glimpse Group, Inc., (“Client”) currently requires outsourced Chief Financial Officer consulting

services.

GOALS

& OBJECTIVES

Under

this consulting agreement, CXO Partners will provide the above-mentioned outsourced Chief Financial Officer consulting services.

Page 2

Timing,

Scope and Staffing:

Under

a prior agreement, the above-described services were provided at a fixed fee of $6,000 per month for April 15 through June 15, 2026.

Effective

June 16, 2026, this fixed fee is $15,000 per month and this agreement terminates on February 15, 2027.

For

June 16, 2026, through September 15, 2026, $18,000 has been prepaid against this fee leaving $27,000 to be invoiced and due upon the

signing of this agreement.

The

subsequent $15,000 invoices under this agreement will be

Invoice

and due date - October 15, 2026 – for consulting services September 16 to October 15, 2026

Invoice

and due date – November 15, 2026 – for consulting services October 16 to November 15, 2026

Invoice

and due date - December 15, 2026 – for consulting services November 16 to December 15, 2026

Invoice

and due date – January 15, 2027 – for consulting services December 16. 2026 to January 15, 2027

Invoice

and due date – February 15, 2027 – for consulting services January 16 to February 15, 2027

Page 3

This

Agreement is made by CXO Partners and Brightline Interactive, Inc. signed and dated on October 9, 2026 (the “Agreement”).

The

undersigned hereby acknowledges and agrees that this Agreement and all work to be performed hereunder shall be subject to all terms and

conditions of Consulting Services Agreement between Client and CXO Partners, which Agreement is specifically incorporated by reference

as though set forth fully herein.

Page 4

TERMS

AND CONDITIONS

Consulting Services

TechCXO,

LLC; TechCXO Florida, LLC; TechCXO Tennessee, LLC; and TechCXO Texas, LLC (collectively, TechCXO) d/b/a CXO Partners (“CXO Partners”)

will provide consulting services and executive talent pursuant to the scope of services provided in the accompanying proposal or statement

of work (“SOW”) attached as Exhibit A or otherwise made a part of this Agreement, and under the terms and conditions of this

Consulting Services Agreement (collectively, the “Agreement”), effective as of the date fully signed below. Any changes to

the Agreement shall be documented and approved by CXO Partners and Client in writing and attached to the Agreement.

Status of Parties

CXO

Partners and its partners, principals, employees, agents, and subcontractors (collectively, “Consultants”) shall be, and

at all times during this Agreement shall remain, an independent contractor in relationship to the Client. Consultants shall not have

any rights to the Client’s employee benefits, including, but not limited to, worker’s compensation benefits, and in no event

is any contract of agency or employment intended by this Agreement. Consultants shall have no authority to bind, obligate, or commit

the Client by any agreement, promise, or representation in any manner whatsoever; except (i) to the extent authorized by the Client’s

Board of Directors or authorized executives in writing, or (ii) that. Consultants may act as agents of the Client for the limited purpose

of facilitating communications with the Client’s legal counsel.

Term of Agreement

The

initial term of this Agreement shall be one (1) year from the date executed, unless specifically stated otherwise in writing, and shall

renew for subsequent one (1) year terms. The parties may terminate the engagement as outlined in Section 12.

Fees, Invoicing and Payment

CXO

Partner’s fees (hourly and fixed) and payment terms are stated in the SOW. Bill rates are subject to an automatic annual rate increase

of up to 5%, for which Client will be notified 30 days prior to such rate increase. Invoices will normally be issued on a semi-monthly

basis, unless otherwise provided. Fees for services shall be payable when invoiced and shall be deemed overdue if they remain unpaid

31 days after the date of invoice. Overdue fees shall be subject to a late payment of one- and one-half percent (1.5%) per month for

each month where payment is not received. Client’s failure to make timely payments under this Agreement may be considered by CXO

Partners a material breach of this Agreement, which may result in suspension of consulting services to Client. If any invoices remain

unpaid for 60 days, CXO Partners will cease the work of any CXO Partners non partner consultants until such time all invoices are current.

Client’s procedures require that an invoice be submitted against a purchase order before payment can be made, Client will be responsible

for issuing such purchase order 30 days before the payment due date. If CXO Partners has to collect past due sums under this agreement,

then it shall also be entitled to collect its reasonable collection costs, interest and attorney’s fees. Payments are due regardless

of any third-party action or responsibilities of Client. Remit to Address: TechCXO, LLC, 1911 Grayson Hwy. Ste 8-122, Grayson, GA 30017.

Page 5

Client Obligations

part of the engagement under this Agreement, Client will furnish or make available any company plans, product information, financial

information, and other relevant resources, and provide access to necessary personnel, as requested by CXO Partners to enable the performance

of the consulting services. CXO Partners’ fees are based on anticipated cooperation from Client personnel and the assumption that

unexpected circumstances will not be encountered during the engagement. Other resources, such as Internet access while present on Client

premises and adequate workspace facilities, shall be as agreed with Client. If significant unexpected circumstances occur, the parties

will discuss a new fee estimate before CXO Partners incurs additional costs.

Changes in Scope

The

scope of the engagement is stated in the SOW and shall be the only services provided under this Agreement. In the event that Client seeks

to change the scope of the engagement, Client shall discuss such proposed changes with CXO Partners. If CXO Partners elects to perform

such changes to the engagement, the parties shall work together in good faith to come to new terms on the scope of the engagement. Any

changes in scope shall be mutually agreed upon in writing prior to commencement of the change. This includes any required changes in

engagement responsibilities, fees and schedule. CXO Partners shall not be obligated to perform any differing or additional consulting

services unless the parties have mutually agreed upon and executed a written change order or amendment to this Agreement. CXO Partners

shall be entitled to an adjustment in fees based on the change in scope of the engagement. CXO Partners will provide an estimate for

the change in a timely manner and the Client shall approve or disapprove this change in a timely manner.

Taxes

The

fees quoted in the accompanying proposal or work order do not include taxes. If CXO Partners is required to pay any federal, state, or

local taxes based on the services provided under this Agreement, such taxes, except taxes based on CXO Partners’ income, shall

be billed to and paid by the Client.

Rights to Work Product

All

deliverables under this Agreement shall be considered works-made-for-hire (“Deliverables”) and all ownership rights relating

to the Deliverables shall vest in Client. Nothing herein shall be construed to grant CXO Partners any right or license to use the confidential,

proprietary information of Client. Notwithstanding the provisions of this section, any intellectual or other property, including but

not limited to tools, business processes, work products, methodologies, techniques, trade secrets, works of authorship, standard training

material, courseware, third party or open source software, or content which (i) is not customized specifically for Client; (ii) does

not contain any Client confidential or proprietary information; and (iii) was developed by CXO Partners prior to the execution of this

Agreement and used in the performance of its obligations in creating the Deliverables pursuant to this Agreement (“CXO Partners

Property”), belongs to and remains the property of CXO Partners. CXO Partners hereby grants to Client a worldwide, nonexclusive,

irrevocable, perpetual, royalty-free license to use, copy, distribute, display, modify and make derivative works of all such CXO Partners

property as part of the Deliverables.

Page 6

Artificial Intelligence Tools

CXO

Partners may use artificial intelligence tools (“AI Tools”) in performing services and preparing Deliverables, and Client

consents to such use subject to this Section. CXO Partners will not input Client Confidential Information into any AI Tool unless that

tool is contractually required to keep the information confidential, not use it to train its models, and limit its retention and further

disclosure. CXO Partners will use commercially reasonable efforts to comply with any written AI policy that Client provides prior to

the services being performed. Client may direct that AI Tools not be used in connection with specified projects, matters, or categories

of information, and CXO Partners shall comply with such direction.

Tools assist, and do not replace, the professional judgment of CXO Partner’s Consultants. CXO Partners reviews AI-assisted work

for accuracy and quality before delivery, in accordance with the professional

standards

set forth in the Warranty and Disclaimers section.

The

assignment in the Rights to Work Product section applies to AI-assisted Deliverables to the extent they are protectable and assignable.

CXO Partners does not warrant that any AI-assisted Deliverable qualifies for intellectual property protection or is free of third-party

rights, except to the extent of its commercially reasonable efforts. AI Tools, prompts, model configurations, and related methodologies

used by CXO Partners remain CXO Partner’s Property.

10.

Warranty and Disclaimers

CXO

Partners warrants that its services provided pursuant to this Agreement will be performed in a timely and professional manner consistent

with generally accepted industry standards. Any modifications made to work products or services provided by CXO Partners that are not

authorized and executed by CXO Partners shall void the warranty.

EXCEPT

AS EXPRESSLY SET FORTH IN THIS SECTION, CXO PARTNERS EXPRESSLY DISCLAIMS AND CLIENT EXPRESSLY WAIVES ANY AND ALL WARRANTIES, WHETHER

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT

AS EXPRESSLY SET FORTH IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” CXO PARTNERS IS PROVIDING SERVICES

TO ASSIST CLIENT. CLIENT IS RESPONSIBLE FOR REVIEWING THE DELIVERABLES TO ENSURE THEIR ACCURACY AND COMPLETENESS AND FOR THE RESULTS

OBTAINED FROM ITS USE OF THE DELIVERABLES.

11.

Limitation of Remedies

Client’s

sole and exclusive remedy for any claim against CXO Partners and its Consultants with respect to the quality of the services provided

by CXO Partners under this Agreement shall be, at CXO Partners’ option, re-performance of the consulting services or termination

of the engagement and return of the portion of the fees paid to CXO Partners by Client for the nonconforming portion of the consulting

services

order to receive warranty remedies, deficiencies in the services must be reported to CXO Partners in writing within 60 days of completion

of that portion of the services. In the absence of any such notice, the services shall be deemed satisfactory to and accepted by Client.

Page 7

12.

Termination of Agreement

Unless

stated otherwise in the proposal or statement of work applicable to the services under this Agreement, either party can terminate this

Agreement without cause upon sixty (60) days written notice to the other party prior to the expiration of the then-current term. Either

party can terminate this Agreement for cause if either party considers the other party is not performing its obligations in accordance

with the terms of this Agreement and provides written notice to the other party of such non-performance. The party receiving such written

notice will have fifteen (15) days from the date of notice receipt to correct the situation. If the situation is not corrected, the Agreement

can be terminated immediately upon written notice. Upon termination of this Agreement, CXO Partners will immediately cease performing

any consulting services, and Client will pay CXO Partners for all services provided and expenses incurred through the date of termination.

13.

CXO Partners Consultants

Client

acknowledges and agrees that CXO Partners shall have the right, in its sole discretion, to remove or reassign its Consultants who are

assigned to provide services under the Consulting Services Agreement. CXO Partners agrees to notify Client before such removal or reassignment

if such notice is possible. In the event Client believes that any CXO Partners Consultant is failing to perform the services in a satisfactory

manner or believes that the Consultant is not technically qualified, Client shall notify CXO Partners as to the reasons for such failure.

Upon receipt of notice or as soon as reasonably practical thereafter, Client and CXO Partners shall mutually determine the best course

of action to take to resolve such failure, which action may include replacing such Consultant at no cost to Client. Should Client request

that a CXO Partners Consultant be replaced for any reason other than job performance or technical qualification, an additional cost may

be assessed to Client. This cost will be mutually agreed to in writing prior to replacement of the Consultant.

Due

to the limited nature of CXO Partners’ engagement, unless expressly stated in the accompanying SOW, CXO Partners and its Consultants

shall not be solely responsible for the financial and accounting functions of Client, or other regulatorily required functions, even

if acting in a “CFO” or similar or other executive role. CXO Partners and its Consultants are acting solely in a consulting

capacity (in all functions, financial, regulatorily required or otherwise), and the scope of the engagement is expressly limited to the

responsibilities set forth in the accompanying proposal or work order.

14.

Force Majeure

Neither

party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to

the extent that such failure or delay results from causes outside the reasonable control of the party. Such causes shall include, without

limitation, Acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods,

epidemics, quarantine restrictions, freight embargoes, civil commotions, or the like. Notwithstanding the above, strikes and labor disputes

shall not constitute an excusable delay for either party under this Agreement.

15.

Non-Solicitation

Each

party agrees not to solicit, offer, or promise employment or employ the other party’s employees, partners, principals, consultants

or contractors, or agents during the term of the Agreement and for a period of one (1) year following termination of this Agreement for

any reason, unless prior written consent is received from the non-hiring or non-contracting party. In the event an such person is solicited,

offered employment, hired or contracted in violation of this Agreement, the breaching party shall pay to the other party as liquidated

damages a fee equal to 33% of such person’s yearly compensation within 30 days of written notice of such violation.

Page 8

16.

Limitation of Liability

UNDER

NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT,

OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONSULTANTS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT,

INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES, LOST FUNDING OR

INVESTMENT, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY THE OTHER PARTY OR SUCH THIRD PARTY IN CONNECTION

WITH THIS AGREEMENT OR THE CONSULTING SERVICES, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN

SUCH DAMAGES.

CLIENT

AGREES THAT CXO PARTNERS’ TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO CXO

PARTNERS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, AND SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES

PAID BY CLIENT TO CXO PARTNERS UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS

TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY

HIGHER IF CXO PARTNERS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CXO PARTNERS HAS RELIED ON THESE LIMITATIONS

IN DETERMINING WHETHER TO PROVIDE CLIENT THE CONSULTING SERVICES PROVIDED FOR IN THIS AGREEMENT.

CXO

Partners shall not be liable for any deficiency in performance of consulting services resulting from acts or omissions of the Client,

including but not limited to, Client’s failure to provide accurate information, timely assistance, relevant resources or necessary

personnel requested by CXO Partners to enable the performance of the consulting services. CXO Partners also shall not be liable for any

deficiency in performance of consulting services to the extent that it does not directly supervise and/or manage staffing personnel provided

to Client by CXO Partners, or Client refuses to engage or allow a CXO Partners Partner to be involved in the oversight and/or performance

of the consulting services.

17.

Indemnification

Each

party shall indemnify and hold the other harmless against any and all third-party claims, costs, expenses, losses, and liabilities claimed

by third parties, arising out of misrepresentations, acts, or omissions of the indemnifying party, and Client shall indemnify and hold

CXO Partners harmless against any and all third party claims, costs, expenses, losses, and liabilities claimed by third parties, arising

out of the providing of the products or services referenced in this Agreement, except for instances of fraud, gross negligence, or willful

misconduct.

Page 9

18.

Nondisclosure

virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”).

For purposes of this Agreement, Confidential Information may include, but is not limited to, information regarding proprietary methods

and products, potential product and/or service offerings, source code, designs, documentation, customer names, customer data, business

plans, financial data, financial analysis, future plans and pricing, the marketing or promotion of any product, and business policies

and practices. The parties agree, both during the term of this Agreement and for a period of two (2) years after terminationfor any reason

of this Agreement and of all SOW’s associated with this Agreement, to hold each other’s Confidential Information in strict

confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to

use each other’s Confidential Information for any purpose other than the performance of this Agreement. Each party agrees to take

all reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of the provisions of this Agreement,

except a disclosure pursuant to any valid judicial or government request or order. Confidential Information does not include information

that (a) was already part of the public domain at the time of the disclosure, (b) becomes part of the public domain through no fault

of a party, (c) was in the party’s possession prior to the effective date of this Agreement. The parties hereby acknowledge (1)

the unique nature of the protections and provisions set forth in this provision, (2) that a party will suffer irreparable harm if the

other party breaches any of said protections of this provision, and (3) that monetary damages will be inadequate to compensate the party

for such breach. Therefore, if a party breaches this provision, then the aggrieved party shall be entitled to injunctive relief, in addition

to any other remedies at law or equity, to enforce such provision.

19.

Attorney-Client Privilege; Role in Legal Communications.

The

parties acknowledge that, during the engagement, Consultant may participate in communications with the Client’s legal counsel to

assist the Client in obtaining or receiving legal advice. When doing so, Consultant acts as the Client’s agent for purposes of

facilitating the rendition of legal advice. At the Client’s or counsel’s request, Consultant may help interpret, analyze,

or synthesize financial, human resources, operational, or other information needed for legal advice.

The

parties intend that communications among Consultant, the Client, and counsel for seeking or providing legal advice be fully protected

by the attorney-client privilege and/or work-product doctrine, and that Consultant’s involvement does not waive any privilege.

When requested by the Client or its legal counsel, Consultant may provide services at the direction of and under the supervision of the

Client’s legal counsel in support of legal advice. In those circumstances, Consultant shall take direction from legal counsel regarding

those matters. Consultant shall maintain the confidentiality of all information and communications involving legal counsel and limit

disclosure to persons necessary to accomplish the purpose for which legal advice is sought.

20.

Arbitration

Except

for (a) attempts by CXO Partners to collect amounts owed under this Agreement, or (b) attempts by either party to enforce the provisions

of Section 18, both of which may be pursued, among other ways, through the federal and state judicial systems, any controversy, dispute,

or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance, or breach of this

agreement, including any claim based on contract, tort, or statute, shall be resolved, at the request of any party to this agreement,

by final and binding arbitration administered by and in accordance with the then existing rules and procedures of the American Arbitration

Association, as the exclusive method of dispute resolution. The arbitration shall take place in Fulton County, Georgia. Judgment upon

any reward rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof.

21.

Notice

Any

notice required or permitted to be given by one party to the other shall be deemed to be given when notice is mailed via certified

mail with the United States Postal Service with sufficient postage prepaid, or by recognized courier service with verification of

delivery, addressed to respective party to whom notice is intended at the address specified above in this Agreement.

Page 10

22.

Governing Law

This

Agreement shall be governed by the laws of the State of Georgia without regard to its choice of laws rules. Any dispute arising out of

or relating to this Agreement shall be determined by a federal or state court in the State of Georgia. The parties hereby submit to the

jurisdiction of such courts.

23.

Severability

any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal, or unenforceable,

such invalid, illegal, or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement

shall be enforced. In addition, the invalid, illegal, or unenforceable provision shall be deemed to be automatically modified, and, as

so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid,

legal, and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of

the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement

shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.

24.

Counterparts

This

Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute a singled integrated

document. Facsimile transmissions of the signature page shall be binding upon the parties.

25.

Entire Agreement

This

Agreement constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or

oral, with respect to the services and terms described herein. This Agreement may not be modified or amended except in writing signed

by a duly authorized representative of each party.

Page 11

CXO

Partners

Atlanta

Tech Village, 3423 Piedmont Rd, NE Atlanta, GA 30305

Agreement

and Signature

Client:

Brightline

Primary

Contact: Tyler Gates

Billing

Contact: Tyler Gates

Billing

Contact Email:

PROPOSAL AND

TERMS ACCEPTED BY CLIENT

Signature

/s/

Tyler Gates Tyler

Gates / CEO

Date

10-09-2026 Print

Name / Title

PROPOSAL TERMS ACCEPTED BY CXO

PARTNERS

Signature

/s/ William J. Keneally

Bill

Keneally / Partner

Date

10-09-2026 Print

Name / Title

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