Form 8-K

8-K — Aureus Greenway Holdings Inc

Accession: 0001493152-26-045385

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0002009312

SIC: 7997 (SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS)

Item: Completion of Acquisition or Disposition of Assets

Item: Material Modifications to Rights of Security Holders

Item: Changes in Registrant's Certifying Accountant

Item: Changes in Control of Registrant

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-16.1 (ex16-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

GRAPHIC (ex16-1_001.jpg)

GRAPHIC (ex16-1_002.jpg)

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8-K

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2026-10-01

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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 1, 2026

Aureus Greenway Holdings Inc

Powerus Corporation

(Exact

name of registrant as specified in its charter)

Nevada

001-42507

99-0418678

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

885 Paragon Way

Rock Hill,

South Carolina

29730

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: 561-567-0323

Aureus

Greenway Holdings,

Inc. 2995 Remington Boulevard

Kissimmee, Florida 34744

(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

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, $0.001 par value

PUSA

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. ☐

Introductory

Note

previously disclosed, on March 8, 2026, Powerus Corporation (formerly known as Aureus Greenway Holdings, Inc.) (prior to the Closing

Date, unless the context otherwise requires, “AGH” and, after the Closing Date, the “Company”) entered into

an Agreement and Plan of Merger (as amended on July 17, 2026, the “Merger Agreement”), by and among AGH, Aureus Merger

Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), Autonomous Power

Corporation, a Delaware corporation (“Legacy Powerus”) and Andrew Fox, solely in his capacity as the representative,

agent and attorney-in-fact of the stockholders of Legacy Powerus, providing for the combination of AGH and Legacy Powerus. Under the

Merger Agreement, Merger Sub would merge with and into Legacy Powerus, and Legacy Powerus would continue as the surviving

corporation and a direct subsidiary of the Company (such transaction, the “Merger”).

October 1, 2026, the parties consummated the Merger (the “Closing”). Following the Effective Time (as defined in the Merger

Agreement), each issued and outstanding share of Legacy Powerus was converted automatically into 599.18229 (the “Exchange Ratio”)

validly issued, fully paid and non-assessable shares of Company common stock, par value $0.001 per share (“Common Stock”),

and all such converted shares ceased to exist and are no longer outstanding. In connection with the Closing, the Company changed its

name to Powerus Corporation.

The

material provisions of the Merger Agreement are described in AGH’s definitive information statement/prospectus filed on Form S-4

with the U.S. Securities and Exchange Commission (the “SEC”), most recently amended on August 10, 2026 and declared effective

on August 12, 2026 (as amended, the “Information Statement/Prospectus”), in the section entitled “The Merger Agreement”

beginning on page 121, and are incorporated herein by reference.

The

foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the complete

text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and 2.2 and incorporated herein by reference.

Item

2.01

Completion of Acquisition or Disposition of Assets.

The

disclosure set forth in the “Introductory Note” above, including with respect to the Merger, is incorporated into

this Item 2.01 by reference. Pursuant to the Closing of the Merger, the Company acquired the businesses of Legacy Powerus.

the Effective Time, the Company issued approximately 134.6 million shares of Common Stock (the “Merger Consideration”) in

addition to approximately 21.8 million Replacement Options and 28.6 million Replacement Warrants (as such terms are defined in the Merger

Agreement). Immediately following the Effective Time, the Legacy Powerus stockholders owned approximately 83% of the Company’s

issued and outstanding Common Stock. After giving effect to the purchase of the Company’s Series A Preferred Stock pursuant to

an exchange agreement by and among Andrew Fox, Roman Vintfeld and Michael Sinensky, on one hand, and The Steven Scopellite 2021 Irrevocable

Trust, on the other, the Legacy Powerus stockholders hold approximately 93% of the voting power of the Company as of the Closing Date.

Item 3.03 Material

Modification to Rights of Security Holders.

The

information set forth in Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 4.01 Changes

in Registrant’s Certifying Accountant.

(a)

Dismissal of WWC, P.C.

WWC,

P.C. (“WWC”) served as the independent registered public accounting firm of AGH prior to the consummation of the Merger.

On October 1, 2026, WWC was dismissed as the independent registered public accounting firm of the Company to be effective upon completion

by WWC of its review of the financial statements of AGH for the quarter ended September 30, 2026, and the filing of the related Form

10-Q. The decision to dismiss WWC was approved by the Audit Committee of the Board (the “Audit Committee”).

The

reports of WWC on the consolidated financial statements of the Company for the fiscal years ended December 31, 2025 and 2024 did not

contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During

the Company’s two most recent fiscal years and the subsequent period from January 1, 2026 to October 1, 2026, there were (i) no

disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with WWC on any matter of accounting

principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction

of WWC, would have caused it to make reference to the subject matter of the disagreement in connection with its report and (ii) no reportable

events (as described in Item 304(a)(1)(v) of Regulation S-K) except for the material weaknesses in internal control over financial reporting

as of June 30, 2026, related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources, and

(ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements

to formalize key controls over financial reporting, as reported in Part I, Item 4 of AGH’s Quarterly Report on Form 10-Q for the

quarter ended June 30, 2026. The Audit Committee discussed the material weaknesses

in AGH’s internal control over financial reporting with

WWC, and AGH has authorized WWC to respond fully to inquiries of BDO concerning such material weaknesses.

The

Company provided WWC with a copy of the disclosures made in this Item 4.01 and requested WWC to furnish the Company with a letter addressed

to the SEC stating whether it agrees with the statements made by the Company and, if not, stating the respects in which it does not agree.

A copy of WWC’s letter to the SEC dated October 1, 2026 regarding these statements is filed as Exhibit 16.1 to this Current Report

on Form 8-K.

(b)

Appointment of New Independent Registered Public Accounting Firm

BDO

USA, P.C. (“BDO”) served as the independent registered public accounting firm of Legacy Powerus prior to the consummation

of the Merger. On October 1, 2026, the Audit Committee appointed BDO as the independent registered public accounting firm of the Company

to be effective following the Company’s filing of its Form 10-Q for the quarter ended September 30, 2026.

During

the Company’s two most recent fiscal years and the subsequent period from January 1, 2026 to October 1, 2026, neither the Company

nor anyone on its behalf consulted BDO regarding: (i) the application of accounting principles to a specified transaction, either completed

or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report

nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision

as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in

Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in Item 304(a)(1)(v) of

Regulation S-K).

Item 5.01 Changes

in Control of Registrant.

The

information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Resignation

of Directors

accordance with the Merger Agreement, upon consummation of the Merger, Matthew Saker, Xinyue Jasmine Geffner and Christopher Schraft

(the directors then serving on the Board) resigned from the Board and committees of the Board on which they respectively served.

Such resignations were not the result of any disagreements with the Company relating to its operations, policies or

practices.

Appointment

of Directors

Effective

upon the Closing, Andrew Fox, Brett Velicovich, Jason Finger, Matthew Britton and Richard Allorto were appointed to the Board along with

Vuk Jeremic, who remained on the Board. Mr. Fox was appointed as Chairperson. Messrs. Allorto and Jeremic were appointed as Class I directors,

with their terms expiring at the Company’s 2027 annual meeting, Messrs. Velicovich and Britton were appointed as Class II directors,

with their terms expiring at the Company’s 2028 annual meeting, and Messrs. Fox and Finger were appointed as Class III directors,

with their terms expiring at the Company’s 2029 annual meeting.

The

Board has determined that each of Messrs. Finger, Britton, Allorto and Jeremic qualify as “independent” under applicable

Nasdaq listing rules. There are no arrangements or understandings between any director named above and any other person pursuant to which

such director was appointed as a director of the Company. There are no transactions between any director named above and the Company

that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Biographical

information of each director can be found in Exhibit 99.2, which is “furnished” hereto and shall not be deemed to be “filed”

for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.

Board

Committees

of the Closing, the Board reconstituted its existing committees as follows:

Audit

Committee: Messrs. Allorto, Finger and Jeremic were appointed to the Audit Committee of the Board, each of whom were determined by

the Board to satisfy the requirements for audit committee membership under the Nasdaq Listing Rules and Rule 10A-3 under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Allorto was appointed chair of the Audit Committee and was designated

as an “audit committee financial expert.”

Compensation

Committee: Messrs. Finger, Britton and Allorto were appointed to the Compensation Committee of the Board. Mr. Finger was appointed

chair of the Compensation Committee.

Nominating

and Corporate Governance Committee: Messrs. Finger, Jeremic and Britton were appointed to the Nominating and Corporate Governance

Committee of the Board. Mr. Finger was appointed chair of the Nominating and Corporate Governance Committee.

Departure

of Executive Officers

accordance with the Merger Agreement, effective as of the Closing, Matthew Saker resigned as Interim Chief Executive Officer and director

of the Company, and Sam Wai Sing Lui resigned as Chief Financial Officer of the Company.

Appointment

of Executive Officers

Effective

upon the Closing, the Board appointed Andrew Fox as Chief Executive Officer (principal executive officer), Edward Jordan as Chief Financial

Officer (principal financial officer and principal accounting officer), and Brett Velicovich as President. Biographical information for

Messrs. Fox, Jordan and Velicovich can be found in the Information Statement/Prospectus in the section “Management And Directors

Of Newco After The Merger” beginning on page 183 and are incorporated herein by reference.

There

are no family relationships among any of our executive officers or directors. Other than as set forth in this Current Report on Form

8-K, none of the newly appointed directors are party to any transaction with the Company that would require disclosure under Item 404(a)

of Regulation S-K or any arrangement or understanding with any other person pursuant to which he was selected as a director.

Non-Employee

Director Compensation Program

October 1, 2026, the Board approved a new non-employee director compensation program, which includes the following annual cash retainers,

payable in quarterly installments:

Board Retainers

Member

$ 40,000

Audit Committee Retainers

Chair

$ 20,000

Non-Chair Member

$ 10,000

Compensation Committee Retainers

Chair

$ 15,000

Non-Chair Member

$ 10,000

Nom Gov Committee Retainers

Chair

$ 10,000

Non-Chair Member

$ 5,000

connection with the Closing, each non-employee member of the Board is receiving a one-time

grant of stock options to purchase 50,000 shares of Common Stock, which will vest in four quarterly installments through the earlier

of the next annual shareholder meeting or the first anniversary of the date of grant. Future annual awards will be determined by the

Board at a later time.

All

members of the Board are also reimbursed for reasonable and documented out-of-pocket travel and lodging expenses incurred in connection

with attending meetings and activities of the Board and its committees.

Executive

Employment Agreements

connection with their appointments, the Company entered into new employment agreements with each of Andrew Fox and Brett Velicovich (the

“Employment Agreements”).

The

Employment Agreements for Messrs. Fox

and Velicovich each have an initial term of three years from the Effective Date, after which employment continues on an at-will basis

for no set period of time. Mr. Fox will be paid an initial base salary of $350,000 and Mr. Velicovich will be paid an initial base salary

of $350,000 under their respective Employment Agreements. Messrs. Fox and Velicovich will each

be entitled to a target annual incentive award opportunity

of no less than 100% of his then-current annual base salary (the “Target Annual Incentive Award”), with the actual amount

determined pursuant to the Company’s bonus program or cash incentive plan but subject to a floor of $150,000. Each executive will

participate in employee benefit plans in effect from time to time.

the executive’s employment is terminated by the Company without cause or by the

executive for good reason, other than in connection with a

change in control, he will be entitled to a prorated annual incentive award for the year of termination, cash severance equal to the

greater of 18 months of base salary or the remainder of the initial term, immediate vesting of time-based equity awards, continued vesting

of performance-based equity awards per the applicable award agreement (or at 100% if not specified), a two-year post-termination stock

option exercise period, and COBRA premium reimbursement for up to 18 months.

such termination occurs within three months prior to, upon, or within 12 months following a change in control, the executive would be

entitled to the same equity acceleration and COBRA benefits described above, except that cash severance would equal two times the greater

of his annual base salary immediately prior to termination or immediately prior to the change in control, plus two times the greater

of his Target Annual Incentive Award for the year of termination or the year immediately preceding the change in control. The Employment

Agreements also

contain 12-month post-termination non-competition and non-solicitation covenants.

The

foregoing description of the Employment Agreements does not purport to be complete and is subject to and qualified in its entirety by

reference to the full text of the Employment Agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated

herein by reference.

The

Company also has agreed to amend its Consulting Agreement with Griseo Consulting LLC, the limited liability company owned by Edward Jordan,

to reflect a new annual compensation of $350,000 as well as a one-time bonus payment of $250,000. Mr. Jordan will also receive a

grant of 500,000 restricted stock units as

well as a grant of options to purchase 250,000

shares of Common Stock that will vest over

a year beginning on January 1, 2027. Upon a termination of full-time services without cause, Mr. Jordan would be entitled to a payment

of $150,000 and would provide consulting services for a period of up to one year thereafter for a monthly fee of $10,000.

Stock

Incentive Plan

March 8, 2026 and March 9, 2026, the Company’s board of directors and shareholders approved the Powerus 2026 Equity Incentive Plan

(the “2026 Incentive Plan”), subject to the consummation of the Merger. The purpose of the 2026 Incentive Plan is to promote

and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company

and its stockholders by providing stock-based compensation and other performance-based compensation. The initial share pool under the

2026 Incentive Plan is 50,000,000. The shares that may be issued under the 2026 Incentive Plan will be automatically increased on January

1 of each year beginning in 2027 and continuing through 2036, in an amount equal to the lesser of (i) 5% of the diluted stock (including

Company common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31, or (ii) such lower (or no) increase

as determined

by the Board or relevant committee thereof.

The

foregoing description of the 2026 Incentive Plan is not complete and is subject to and qualified in its entirety by reference to the

complete text of the 2026 Incentive Plan, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Indemnification

Agreements

October 1, 2026, in connection with the Closing, the Company entered into indemnification agreements (each, an “Indemnification

Agreement”) with each of its directors and executive officers that provide for indemnification of certain expenses (including attorneys’

fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred in any action or proceeding arising

by reason of the indemnitee’s service as a director or officer, as applicable, to the maximum extent permitted by applicable law.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full

text of the form of Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.7 and is incorporated herein by

reference.

Item 5.03 Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

October 1, 2026, the Company amended and restated its Articles of Incorporation through a filing with the Secretary of State of the State

of Nevada (the “A&R Charter”). The purpose of the A&R Charter was to, among other things, change the Company’s

name to “Powerus Corporation” and increase the number of authorized shares of common stock to 800,000,000.

Also

on October 1, 2026, the Company’s Board adopted amended and restated bylaws (the “A&R Bylaws”). The A&R Bylaws

reflect the Company’s name change and contain a number of material changes from the prior bylaws, including, among other things:

the establishment of a classified board of directors divided into three classes serving staggered three-year terms; changing the quorum

requirement to a majority

of the outstanding voting power; the addition of detailed advance notice and procedural requirements for stockholder nominations and

proposals at annual and special meetings, including specific timing windows, information disclosure obligations, and compliance with

Rule 14a-19 under the Securities Exchange Act of 1934, as amended; a provision that directors may be removed only in the manner set forth

in the articles of incorporation; and the addition of an exclusive forum provision designating the Eighth Judicial District Court of

Clark County, Nevada as the sole and exclusive forum for certain internal corporate claims and the federal district courts of the United

States as the exclusive forum for claims arising under the Securities Act of 1933, as amended.

Certain

other rights of the Company’s stockholders were changed as a result of the A&R Charter and A&R Bylaws. A more detailed

description of the A&R Charter and A&R Bylaws, and the effects thereof, is set forth under the headers “Approval of Newco

Amended and Restated Articles of Incorporation” and “Comparison of Stockholder Rights” beginning

on pages 177 and 195, respectively, in the Information Statement/Prospectus filed on August 10, 2026. Such descriptions contained therein

are incorporated herein by reference.

The

foregoing description of the A&R Charter and the A&R Bylaws is qualified

by reference to the A&R Charter and A&R Bylaws, copies of which are filed hereto as Exhibit 3.1 and 3.2, respectively, and are

incorporated herein by reference.

Item 5.05 Amendments

to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

October 1, 2026, in connection with the Closing, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “Code

of Conduct”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously

adopted by AGH’s board of directors (the “Existing Code of Conduct”). The Code of Conduct applies to all directors,

officers and employees of the Company and is intended to enhance understanding of the Company’s standards of ethical business practices

and promote awareness of ethical issues that may be encountered in carrying out a director’s, officer’s or employee’s

responsibilities.

The

adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Existing Code of Conduct. A

copy of the Code of Conduct is available under the Investor Relations-Governance section of the Company’s website at www.power.us.

The information on the Company’s website does not constitute part of this Current Report on Form 8-K and is not incorporated by

reference herein.

Item

7.01 Regulation FD

Disclosure.

October 1, 2026, the Company issued a press release announcing the consummation of the Merger, which is included in this Current Report

on Form 8-K as Exhibit 99.1.

The

exhibits furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section

18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any

filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.

Item

9.01 Financial Statements

and Exhibits.

(a)

Financial statements of businesses or funds acquired

The

financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days

after the date on which this Current Report is required to be filed.

(b)

Pro forma financial information

The

pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71

calendar days after the date on which this Current Report is required to be filed.

(d)

Exhibits.

The

following exhibits are being filed herewith:

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc., Aureus Merger Sub Inc., Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 9, 2026).

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated as of July 17, 2026, by and among Aureus Greenway Holdings Inc., Aureus Merger Sub Inc., Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 20, 2026).

3.1

Amended and Restated Articles of Incorporation of Powerus Corporation.

3.2

Amended and Restated Bylaws of Powerus Corporation.

4.1

Form of Replacement Warrant.

10.1

Amended and Restated Employment Agreement between Powerus Corporation and Andrew Fox, dated October 1, 2026.

10.2

Amended and Restated Employment Agreement between Powerus Corporation and Brett Velicovich, dated October 1, 2026.

10.4

Powerus Corporation 2026 Equity Incentive Plan.

10.5

Form of Non-Qualified Stock Option Award under the Powerus Corporation 2026 Equity Incentive Plan.

10.6

Form of Restricted Stock Unit Award under the Powerus Corporation 2026 Equity Incentive Plan.

10.7

Form of Indemnification Agreement.

16.1

Letter from WWC, P.C.

99.1*

Press Release of the Company dated as of October 1, 2026.

99.2*

Director Biographies

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

Furnished herewith.

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.

Date:

October 1, 2026

Powerus Corporation

By:

/s/ Jim

Biehl

Name:

Jim Biehl

Title:

Chief Legal Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED

AND RESTATED

ARTICLES

OF INCORPORATION

POWERUS

CORPORATION

Article

Name

The

name of the corporation is Powerus Corporation (the “Corporation”).

Article

Registered Office and Agent

The

registered office of the Corporation shall be the street address of its registered agent in the State of Nevada. The Corporation may,

from time to time, in the manner provided by applicable law, change the registered agent and registered office within the State of Nevada.

The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

Article

Purpose

The

purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Nevada Revised

Statutes (as amended from time to time and including any successor statutes, the “NRS”).

Article

Capital Stock

Section

1. Capitalization. The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and

Preferred Stock. The total number of shares of Common Stock that the Corporation shall have authority to issue is 800,000,000 shares,

par value $0.001 per share. The total number of shares of Preferred Stock authorized to be issued is 50,000,000 shares, par value $0.001

per share, 20,000,000 of which are hereby designated as Series A Preferred Stock, having the rights described herein.

Section

2. Number of Shares. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number

of authorized shares of any class of the Common Stock or the Preferred Stock may be increased or decreased, in each case by the affirmative

vote of the stockholders of the Corporation entitled to vote thereon, voting together as a single class, and no vote of the holders of

any class of the Common Stock or the Preferred Stock voting separately as a class will be required therefor, unless a vote of any holders

of one or more series of Preferred Stock is required pursuant to the terms of these articles of incorporation (as amended from time to

time, the “Articles of Incorporation”), including any certificate of designation relating to any series of Preferred

Stock (and any separate class or series vote in this regard pursuant to NRS 78.2055(3), NRS 78.207(3) and NRS 78.390(2) is hereby specifically

denied).

Section

3. Rights of Common Stock.

(a)

Voting Rights. Each holder of Common Stock will be entitled to one vote for each share of Common Stock held of record by such

holder on all matters on which stockholders generally are entitled to vote.

(b)

Dividend and Distribution Rights. Notwithstanding anything to the contrary in the Articles of Incorporation or the Bylaws, the

Corporation is hereby specifically allowed to make any dividend or other distribution that otherwise would be prohibited by NRS 78.288(2)(b).

Section

4. Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is

hereby empowered to authorize by resolution(s) from time to time the issuance of one or more series of Preferred Stock and, by filing

a certificate of designation pursuant to NRS 78.1955, to establish from time to time the number of shares to be included in each such

series, and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications,

limitations or restrictions thereof, if any, with respect to each such series of Preferred Stock and the number of shares constituting

each such series, and to increase or decrease the number of shares of any such series to the extent permitted by the NRS and these Articles

of Incorporation.

Section

5. Series A Preferred Stock.

(a)

Designation and Amount. The designation of this class of preferred stock shall be “Series A Preferred Stock,” par

value $0.001 per share (the “Series A Preferred Stock”). The number of authorized shares of Series A Preferred Stock is 20,000,000.

(b)

Dividends. The holders of the Series A Preferred Stock shall not be entitled to receive dividends of any kind.

(c)

Conversion Rights. The Series A Preferred Stock shall not be subject to conversion into Common Stock or other equity authorized

to be issued by the Corporation.

(d)

Voting Rights. The holders of the Series A Preferred Stock are entitled to vote on all matters on which the holders of shares

of Common Stock are entitled to vote and, except as otherwise provided herein or by law, the holders of the Series A Preferred Stock

shall vote together with the holders of shares of Common Stock as a single class. As of any record date or other determination date,

each holder of the Series A Preferred Stock shall be entitled to twenty (20) votes per Series A Preferred Share.

(e)

Recapitalization or Reclassification. If the Corporation shall at any time effect a recapitalization, reclassification or other

similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller

number of shares, then upon the effective date thereof, the number of Series A Preferred Stock, as set forth in Paragraph 3 above, shall

be increased or decreased, as applicable, in the same proportion to the increase or decrease in the number of shares of Common Stock

by reason of such recapitalization, reclassification or similar transaction.

(f)

Exclusion of Other Rights. Except as may otherwise be required by law, the Series A Preferred Stock shall not have any preferences

or relative, participating, optional or special rights, other than those specifically set forth in this resolution (as such resolution

may be amended from time to time) and in the Articles.

(g)

Headings. The heading of the various subdivisions hereof is for convenience of reference only and shall not affect the interpretation

of any of the provisions hereof.

(h)

Severability of Provisions. If any right, preference or limitation of the Series A Preferred Stock set forth in this resolution

(as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule of law

or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect

without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect, and

no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless

so expressed herein.

(i)

Status of Cancelled Shares. Series A Preferred Stock which have been issued and cancelled in any manner shall (upon compliance

with any applicable provisions of the laws of the State of Nevada) have the status of authorized and unissued Series A Preferred Stock

issuable in series undesignated and may be redesignated and reissued.

Section

6. Subject to Terms of Preferred Stock. Notwithstanding anything to the contrary in these Articles of Incorporation, the shares

of Common Stock shall be subject to the express terms of the shares of Preferred Stock and any series thereof.

Section

7. Stockholders Appearing on Stock Ledger. The Corporation shall be entitled to treat the person in whose name any share of its

stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest

in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided

by applicable law. In connection with any action of stockholders taken at a meeting, the stock ledger of the Corporation shall be presumptive

evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders and the class or classes

or series of shares held by each such stockholder and the number of shares of each class or classes or series held by such stockholder.

Article

Board of Directors

Section

1. Management by Board. The business and affairs of the Corporation shall be managed by or under the direction of the board of

directors of the Corporation (the “Board of Directors”).

Section

2. Size of Board; Committees. Subject to the terms of any series of Preferred Stock entitled to separately elect directors, the

Board of Directors shall initially consist of six directors and thereafter the number of directors on the Board of Directors shall be

determined from time to time solely by resolution adopted by the affirmative vote of a majority of the Board of Directors.

Section

3. Classified Board; Term.

(a)

Except as otherwise provided in the terms of any series of Preferred Stock entitled to separately elect directors, the directors shall

be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of

one-third of the total number of directors constituting the entire Board of Directors. Each director shall serve for a term ending on

the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected. In the event

of any change in the number of directors, the Board of Directors shall apportion any newly created directorships among, or reduce the

number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In

no event will a decrease in the number of directors shorten the term of any incumbent director.

(b)

Subject to these Articles of Incorporation, each director shall hold office until such director’s successor shall have been duly

elected and qualified or until such director’s earlier death, resignation or removal and for a term that shall coincide with the

term of the class to which such director shall have been elected.

Section

4. Vacancies. Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships

resulting from any increase in the number of directors shall, except as otherwise required by applicable law, be filled solely by a majority

of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold

office for a term that shall coincide with the term of the class to which such director shall have been elected.

Section

5. Removal. No director may be removed from office by the stockholders except with the affirmative vote of the holders of at least

the minimum percentage of the voting power of all outstanding shares of stock of the Corporation entitled to vote generally in the election

of directors, voting together as a single class, then permitted under the NRS for such vote (which at the effective time of these Articles

of Incorporation is two-thirds of the voting power and in any event shall not be less than a simple majority thereof).

Article

Stockholders

Section

1. Action by Stockholders. Subject to the rights of the holders of any series of Preferred Stock, for so long as the corporation

remains a “controlled company” under applicable Nasdaq or NYSE exchange listing rules, any action required or permitted to

be taken by the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent

or consents, setting forth the action so taken, are (1) signed by the holders of outstanding shares of stock of the Corporation representing

not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of

stock of the Corporation then issued and outstanding entitled to vote thereon were present and voted, and (2) delivered to the Corporation

in accordance with applicable law. Subject to the rights of the holders of any series of Preferred Stock, from and after the date on

which the Corporation ceases to meet the definition of a “controlled company” under applicable Nasdaq or NYSE exchange listing

rules, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting

of the stockholders of the Corporation, and shall not be taken by consent in lieu of a meeting.

Section

2. Special Meetings of Stockholders. Special meetings of stockholders may be called only by the affirmative vote of a majority

of the entire Board of Directors.

Article

Limitations on Liability and Indemnification

Section

1. Limitation of Liability.

(a)

The liability of directors and officers of the Corporation is hereby eliminated or limited to the fullest extent permitted by the NRS.

(b)

Neither the amendment or repeal of this Article 7, nor the adoption of any provision of these Articles of Incorporation or the Bylaws,

nor, to the fullest extent permitted by the NRS, any modification of law, shall adversely affect any right or protection of a director

or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal, adoption

or modification. If the NRS is amended after the date of filing these Articles of Incorporation further eliminating or limiting the liability

of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest

extent permitted by the NRS, as so amended.

Section

2. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable

law (including, without limitation, NRS 78.7502 and NRS 78.751) as it presently exists or may hereafter be amended, any Person (a “Covered

Person”) who was or is a party or is threatened to be made a party to or otherwise involved in any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of

the fact that he or she, or a Person for whom he or she is the legal representative, is or was a director, officer or employee of the

Corporation or, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director,

officer, manager or managing member, employee, agent or trustee of another entity or enterprise, including service with respect to employee

benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses,

judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or

to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the foregoing, except as otherwise provided in

Section 4 of this Article 7 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect

to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection

with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by

the Covered Person was authorized by the Board of Directors.

Section

3. Advancement of Expenses. In addition to the right to indemnification conferred herein, an indemnitee shall also have the right,

to the fullest extent not prohibited by applicable law, to be paid by the Corporation expenses (including attorneys’ fees) incurred

by a Covered Person in appearing at, participating in or defending any Proceeding in advance of its final disposition or in connection

with a Proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 7 (which shall

be governed by Section 4 of this Article 7); provided that if and to the extent required by applicable law or in the case of advance

made in a Proceeding brought to establish or enforce a right to indemnification or advancement, such payment of expenses in advance of

the final disposition of the Proceeding shall be made solely upon receipt of an undertaking by the Covered Person to repay all amounts

advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified or entitled to advancement of

expenses under this Article 7 or otherwise.

Section

4. Claims. If a claim for indemnification or advancement of expenses under this Article 7 is not paid in full within 30 days after

a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the

unpaid amount of such claim or to obtain an advancement of expenses, as applicable. To the fullest extent permitted by applicable law,

if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant

to the terms of an undertaking, the Covered Person shall be entitled to be paid the expense of prosecuting or defending such claim. In

any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification

or advancement of expenses under applicable law. In (i) any suit brought by a Covered Person to enforce a right to indemnification hereunder

(but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (ii)

any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall

be entitled to recover such expenses upon a final adjudication that, such Person has not met any applicable standard for indemnification

imposed by the NRS under such circumstances. Neither the failure of the Corporation (including by its directors who are not parties to

such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the

commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met

any applicable standard of conduct imposed by the NRS under such circumstances, nor an actual determination by the Corporation (including

by its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that

the Covered Person has not met any such applicable standard of conduct, shall create a presumption that such Person has not met such

standard of conduct or, in the case of such a suit brought by the Covered Person, be a defense to such suit.

Section

5. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 7 shall not be exclusive of any other

rights that such Covered Person may have or hereafter acquire under any statute, provision of these Articles of Incorporation, the Bylaws,

agreement, vote of stockholders or Disinterested Directors or otherwise.

Section

6. Other Sources. Subject to Section 7 of this Article 7, the Corporation’s obligation, if any, to indemnify or to advance

expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another entity or enterprise

shall be reduced by any amount such Covered Person has actually collected as indemnification or advancement of expenses from such other

entity or enterprise.

Section

7. Indemnitor of First Resort. Given that certain jointly indemnifiable claims (as defined below) may arise due to the service

of a Covered Person as a director, officer and/or employee of the Corporation at the request of the indemnitee-related entities (as defined

below), the Corporation shall be fully and primarily responsible for the payment to the Covered Person in respect of indemnification

or advancement of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required

by the terms of these Articles of Incorporation or the Bylaws (or any other agreement between the Corporation and such persons) in connection

with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article 7, irrespective of any right

of recovery the Covered Person may have from the indemnitee-related entities. Any obligation on the part of any indemnitee-related entities

to indemnify or advance expenses to any Covered Person shall be secondary to the Corporation’s obligation and shall be reduced

by any amount that the Covered Person has actually collected as indemnification or advancement from the Corporation. The Corporation

irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims it may have against the indemnitee-related

entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance shall the Corporation

be entitled to any right of subrogation or contribution by the indemnitee-related entities and no right of advancement or recovery a

Covered Person may have from the indemnitee-related entities shall reduce or otherwise alter the rights of the Covered Person or the

obligations of the Corporation hereunder. If any of the indemnitee-related entities shall make any payment to a Covered Person in respect

of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the indemnitee-related entity making such

payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Covered Person against the Corporation,

and the Covered Person shall execute all instruments or other documents reasonably required and shall do all things that may be reasonably

necessary to secure such rights, including the execution of such instruments or other documents as may be necessary to enable the indemnitee-related

entities effectively to bring suit to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries

with respect to, and be entitled to enforce, this Section 7. For purposes of this Section 7, the following terms shall have the following

meanings:

(a)

The term “indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust,

employee benefit plan or other enterprise (other than the Corporation or any other corporation, limited liability company, partnership,

joint venture, trust, employee benefit plan or other enterprise for which a Covered Person has agreed, on behalf of the Corporation or

at the Corporation’s request, to serve as a director, officer, manager or managing member, employee or agent and which service

is covered by the indemnity described herein) from whom a Covered Person may be entitled to indemnification or advancement of expenses

with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.

(b)

The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit

or proceeding for which a Covered Person shall be entitled to indemnification or advancement of expenses from both the indemnitee-related

entities and the Corporation pursuant to the NRS, any agreement or articles of incorporation, bylaws, partnership agreement, operating

agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or

the indemnitee-related entities, as applicable.

Section

8. Amendment or Repeal. Neither the amendment or repeal of the foregoing provisions of this Article 7, nor the adoption of any

provision of these Articles of Incorporation, shall adversely affect any right or protection hereunder of any Covered Person in respect

of any act or omission occurring prior to the time of such amendment, repeal or adoption.

Section

9. Other Indemnification and Advancement of Expenses. This Article 7 shall not limit the right of the Corporation, to the extent

and in the manner permitted by applicable law, to indemnify and to advance expenses to Persons other than Covered Persons when and as

authorized by appropriate corporate action.

Section

10. Reliance. Covered Persons who after the date of the adoption of this provision become or remain a Covered Person described

in Article 7 will be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained

in this Article 7 in entering into or continuing the service. The rights to indemnification and to the advance of expenses conferred

in this Article 7 will apply to claims made against any Covered Person described in this Article 7 arising out of acts or omissions in

respect of the Corporation or one of its subsidiaries that occurred or occur both prior and subsequent to the adoption hereof. The rights

conferred upon Covered Persons in this Article 7 shall be contract rights and such rights shall continue as to a Covered Person who has

ceased to be a director, officer or employee and shall inure to the benefit of the Covered Person’s heirs, executors and administrators.

Any amendment, alteration or repeal of this Article 7 that adversely affects any right of a Covered Person or its successors shall be

prospective only and shall not limit, eliminate or impair any such right with respect to any proceeding involving any occurrence or alleged

occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section

11. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer,

employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense,

liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss

under the NRS.

Article

Corporate Opportunities

Section

1. Acknowledgement. In recognition and anticipation that members of the Board of Directors who are not employees of the Corporation

(“Non-Employee Directors”) or its Affiliates may now engage and may continue to engage in the same or similar activities

or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that

overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article 8 are

set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business

opportunities as they may involve any of the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and

liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section

2. Competition and Corporate Opportunities; Renouncement. No Non- Employee Director (including any Non-Employee Director who serves

as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (collectively, “Identified

Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by applicable

law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business

in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or

any of its Affiliates, and, to the fullest extent permitted by applicable law, no Identified Person shall be liable to the Corporation

or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified

Person engages in any such activities or did not offer such activities to the Corporation. To the fullest extent permitted by applicable

law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business

opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided

in Section 3 of this Article 8. Subject to Section 3 of this Article 8, if any Identified Person acquires knowledge of a potential transaction

or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates,

such Identified Person shall, to the fullest extent permitted by applicable law, have no duty to communicate or offer such transaction

or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by applicable law, shall

not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder,

director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity

for itself, herself or himself, or offers or directs such corporate opportunity to another Person.

Section

3. Allocation of Corporate Opportunities. The Corporation does not renounce its interest in any corporate opportunity offered

to any Non-Employee Director if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer

of the Corporation, and the provisions of Section 2 of this Article 8 hereof shall not apply to any such corporate opportunity.

Section

4. Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article

8, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity

that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not

in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation

has no interest or reasonable expectancy.

Article

Inapplicability of Combinations with Interested Stockholders

Statutes

The

Corporation hereby expressly elects not to be governed by the provisions of NRS 78.411 through 78.444, inclusive.

Article

Limited

Waiver of Jury Trials

the fullest extent not inconsistent with any applicable U.S. federal laws, any and all “internal actions” (as defined in

NRS 78.046) must be tried in a court of competent jurisdiction before the presiding judge as the trier of fact and not before a jury.

This Article 10 shall conclusively operate as a waiver of the right to trial by jury by each party to any such internal action.

Article

Miscellaneous

The

following provisions are inserted for the management of the business and conduct of the affairs of the Corporation and for the further

definition of the powers of the Corporation and its directors:

(a)

Bylaws. The Board of Directors shall have the non-exclusive power, and is expressly authorized, to adopt, amend or repeal, in

whole or in part, the Bylaws. In addition, the Bylaws may be amended or repealed in any respect, and new bylaws may be adopted, in each

case by the affirmative vote of the holders of at least a majority of the outstanding voting power of the Corporation, voting together

as a single class.

(b)

Written Ballots. Elections of directors need not be by written ballot unless the Bylaws so provide.

(c)

Severability. If any provision or provisions of these Articles of Incorporation shall be held to be invalid, illegal or unenforceable

as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other

circumstance and of the remaining provisions of these Articles of Incorporation (including, without limitation, each portion of any paragraph

of these Articles of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held

to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired

thereby and (ii) the provisions of these Articles of Incorporation (including, without limitation, each such portion of any paragraph

of these Articles of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so

as to permit the Corporation to protect its directors, officers, employees and agents from individual liability to the fullest extent

under these Articles of Incorporation.

(d)

Deemed Notice and Consent. To the fullest extent permitted by applicable law, each and every natural person, corporation, general

or limited partnership, limited liability company, joint venture, trust, association or any other entity purchasing or otherwise acquiring

any interest (of any nature whatsoever) in any shares of the capital stock of the Corporation shall be deemed, by reason of and from

and after the time of such purchase or other acquisition, to have notice of and to have consented to all of the provisions of (i) these

Articles of Incorporation, (ii) the Bylaws and (iii) any amendment to these Articles of Incorporation or the Bylaws enacted or adopted

in accordance with these Articles of Incorporation, the Bylaws and applicable law.

(e)

Definitions. As used herein, the following terms have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such

Person; provided that (i) neither the Corporation nor any of its subsidiaries will be deemed an Affiliate of any stockholder of the Corporation

or any of such stockholders’ Affiliates, and (ii) no stockholder of the Corporation will be deemed an Affiliate of any other stockholder

of the Corporation, in each case, solely by reason of any investment in the Corporation.

“Disinterested

Director” means a director who satisfies the definition of “disinterested director” as set forth in Section 7.8240(6)(e)

of the Nevada Revised Statutes, as amended from time to time.

“Person”

means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other

entity.

* * *

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

POWERUS CORPORATION

Article

Offices

Section 1.01. Registered Office. The registered

office of Powerus Corporation (the “Corporation”) shall be the street address of the corporation’s registered

agent in the State of Nevada, as determined by the Corporation’s board of directors (the “board of directors”)

from time to time in accordance with the Corporation’s articles of incorporation (as amended from time to time, including by any

certificate of designation establishing any class or series of preferred stock, the “articles of incorporation”), these

bylaws (as amended from time to time, these “bylaws”), and the Nevada Revised Statutes (as amended from time to time,

the “NRS” or “Nevada Law”).

Section 1.02. Other Offices. The Corporation

may also have offices at other places both within and without the State of Nevada.

Section 1.03. Books. The books of the Corporation

may be kept within or without the State of Nevada.

Article

Meetings of Stockholders

Section 2.01. Time and Place of Meetings. All

meetings of stockholders shall be held at such physical location, if any, either within or without the State of Nevada, on such date and

at such time as may be determined from time to time by the board of directors. The board of directors may, in its sole discretion, determine

that any meeting of the stockholders shall be held exclusively, or simultaneously with the conduct of the meeting at a physical location,

by means of remote communication (as described in NRS 78.320(4)) or other available technology permitted under the NRS.

Section 2.02. Annual Meetings. An annual meeting

of stockholders shall be held for the election of directors and to transact such other business as may properly be brought before the

meeting pursuant to these bylaws.

Section 2.03. Special Meetings.

(a) Special meetings of stockholders may be called

at any time in accordance with the procedures set forth in the articles of incorporation and these bylaws. Such request shall state the

purpose or purposes of the proposed meeting. Stockholders shall have no right to request or call a special meeting.

(b) A special meeting shall be held at such date,

time and physical location, if any, and/or by such method of remote communication, if any, as may be fixed by the board of directors in

accordance with these bylaws.

be limited to the matters described in the applicable notice for such special meeting.

Section 2.04. Notice of Meetings and Adjourned Meetings;

Waivers of Notice.

(a) Whenever stockholders are required or permitted

to take any action at a meeting, a written notice of the meeting shall be given which shall state the physical location, if any, date

and hour of the meeting, the means of remote communications, if any, by which stockholders and proxies shall be deemed to be present in

person and vote at such meeting, the record date for determining stockholders entitled to notice of, and to vote, at such meeting, and,

in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered in accordance

with, and shall contain or be accompanied by such additional information as may be required by Nevada Law, including, without limitation,

NRS 78.379, 92A.120 or 92A.410. Any notice of a meeting of stockholders delivered pursuant to and in accordance with NRS 78.370(9) shall

be deemed to have satisfied any and all requirements applicable to such notice under these bylaws.

(b) In the case of an annual meeting, any proper business

may be presented for action, except that (i) if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of

the meeting must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange

and must contain or be accompanied by a copy or summary of the plan; and (ii) if a proposed action creating dissenter’s rights is

to be submitted to a vote, the notice of the meeting must state that the stockholders are, are not or may be entitled to assert dissenter’s

rights under NRS 92A.300 to 92A.500, inclusive, and be accompanied by a copy of those statutes.

or mailed postage prepaid to each stockholder of record at the address appearing on the records of the Corporation. Upon mailing, service

of the notice is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail. If the

address of any stockholder does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any

notice to such stockholder at the registered office of the Corporation. Notwithstanding the foregoing and in addition thereto, any notice

to stockholders given by the Corporation pursuant to NRS Title 7 (including, without limitation, NRS Chapters 75, 78 and 92A), the articles

of incorporation or these bylaws may be given pursuant to any form of electronic transmission permitted under the NRS. Notice shall be

deemed given (i) by facsimile when directed to a number consented to by the stockholder to receive notice, (ii) by e-mail when directed

to an e-mail address designated or used by the stockholder to receive notice, (iii) by posting on an electronic network together with

a separate notice to the stockholder of the specific posting on the later of the specific posting or the giving of the separate notice

or (iv) by any other electronic transmission as consented to by and when directed to the stockholder. The stockholder consent necessary

to permit electronic transmission to such stockholder shall be deemed revoked and of no force and effect if (A) the Corporation is unable

to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with the stockholder’s consent

and (B) the inability to deliver by electronic transmission becomes known to the secretary, assistant secretary, transfer agent or other

agent of the Corporation responsible for the giving of notice.

(d) Unless otherwise provided by Nevada Law, such

notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to

notice of such meeting. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a

quorum is present), notice need not be given of the adjourned meeting if the time, physical location, if any, and the means of remote

communications, if any, by which stockholders and proxies shall be deemed to be present in person and vote at such adjourned meeting,

are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which

might have been transacted at the original meeting. If the adjournment is for more than 60 days, or if after the adjournment a new record

date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to notice

of such adjourned meeting.

(e) Whenever notice is required to be given under

any provision of Nevada Law or the articles of incorporation or these bylaws, a written waiver signed by the person entitled thereto,

or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed

equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meetings of stockholders need

be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the articles of incorporation

or these bylaws. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends

the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting

is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated

in the notice.

Section 2.05. Notice of Nominations and Stockholder

Business.

(a) Annual Meetings of Stockholders.

(i) Except as otherwise provided in the

articles of incorporation, nominations of persons for election to the board of directors or the proposal of other business to be transacted

by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or

any supplement thereto), (B) by or at the direction of the board of directors, (C) as may be provided in the certificate of designation

establishing any class or series of preferred stock or (D) by any stockholder of the Corporation who is a stockholder of record at the

time of giving of notice provided for in this ‎Section 2.05(a), who shall be entitled to vote at the meeting, who is

a stockholder of record at the time of the annual meeting and who complies with the notice procedures set forth in this ‎Section

2.05(a).

(ii) Unless the board of directors determines

otherwise, for nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant

to clause (D) of paragraph ‎(a)‎(i) of this ‎Section 2.05, the stockholder must

have given timely notice thereof in writing to the secretary of the Corporation and any such proposed business (other than the nominations

of persons for election to the board of directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s

notice must be received by the secretary of the Corporation at the principal executive offices of the Corporation not later than 5:00

p.m., Eastern time, on the 90th day nor earlier than 8:00 a.m., Eastern time, on the 120th day prior to the first anniversary of the preceding

year’s annual meeting of stockholders as first specified in the Corporation’s notice of such annual meeting (without regard

to any adjournment, rescheduling, postponement or other delay of such annual meeting occurring after such notice was first sent);

provided, however, that in the event that no annual meeting of stockholders was held in the preceding year or the date of the annual meeting

is advanced more than 60 days prior to such anniversary date or delayed more than 30 days after such anniversary date then to be timely

such notice must be received by the secretary of the Corporation at the principal executive offices of the Corporation no earlier than

8:00 a.m., Eastern time, on the 120th day prior to the day of such annual meeting and no later than the later of 5:00 p.m., Eastern time,

on the 90th day prior to the date of the meeting or, if the first Public Announcement of the date of such annual meeting is less than

100 days prior to the date of such annual meeting, the 10th day following the day on which Public Announcement of the date of the meeting

was first made by the Corporation. If the number of directors to be elected to the board of directors at the annual meeting is increased

and there is no Public Announcement naming all of the nominees for director or specifying the size of the increased board of directors

at least 10 days before the last day that a stockholder may deliver a notice of nomination pursuant to the foregoing provisions, then

a stockholder’s notice required by this Section 2.05(a)(ii) will also be considered timely, but only with respect to any nominees

for any new positions created by such increase, if it is received by the secretary of the Corporation at the principal executive offices

of the Corporation no later than 5:00 p.m., Eastern time, the 10th day following the day on which such Public Announcement is first made.

In no event shall the adjournment, rescheduling, postponement or other delay of an annual meeting, or any announcement thereof, commence

a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. In no event may a stockholder

provide notice with respect to a greater number of director candidates than there are director seats subject to election by stockholders

at the annual meeting. For purposes of Sections ‎2.05(a)(ii) and ‎2.05(b) of these bylaws, “Public

Announcement” shall mean disclosure (x) in a press release reported by the Dow Jones News Service, the Associated Press, Business

Wire, PR Newswire or any comparable national news service or (y) in a document publicly filed by the Corporation with the Securities and

Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (including the rules and regulations

promulgated thereunder, the “Exchange Act”).

(iii) A stockholder’s notice to the

secretary of the Corporation shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection

as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors,

or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent

to being named as a nominee of such stockholder, to being named in the Corporation’s proxy statement as a nominee and form of proxy

pursuant to Rule 14a-19 under the Exchange Act (“Rule 14a-19”) and to serving as a director if elected), (B) as to

any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought

before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the

event that such business includes a proposal to amend these bylaws, the text of the proposed amendment), the reasons for conducting such

business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf

the proposal is made and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination

or proposal is made:

(1) the name and address of such stockholder

(as they appear on the Corporation’s stock ledger) and of such beneficial owner and (i) any affiliate or associate (as such terms

are defined for purposes of the Exchange Act) of the stockholder or beneficial owner and any other person acting in concert with any of

the foregoing and (ii) any person controlling, controlled by or under common control with such stockholder or beneficial owner or their

respective affiliates (collectively, “Stockholder Associated Persons”);

(2) the class or series and number of shares

of capital stock of the Corporation which are held of record or are beneficially owned by such stockholder, the beneficial owner and by

any Stockholder Associated Persons and a description of all purchases and sales of, or other transactions involving in any way, shares

of capital stock of the Corporation by or on behalf of the stockholder and by or on behalf of any Stockholder Associated Person during

the 24-month period prior to the date of the notice, including the date of the transactions, the class and number of shares and the consideration

exchanged in each such transaction (without regard to whether such shares were or were not owned by the stockholder or any such person);

(3) a description of any agreement, arrangement

or understanding between or among such stockholder, such beneficial owner and any Stockholder Associated Persons, and any other person

or persons (including their names) in connection with the proposal of such nomination or other business;

(4) a description of any agreement, arrangement

or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards,

futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or

loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made,

the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease

the voting power of, such stockholder, such beneficial owner or any such Stockholder Associated Person or any proposed nominee identified

in such stockholder’s notice with respect to the Corporation’s securities (a “Derivative Instrument”);

(5) to the extent not disclosed pursuant

to clause ‎(4) above, the principal amount of any indebtedness of the Corporation or any of its subsidiaries beneficially owned

by such stockholder, such beneficial owner or by any Stockholder Associated Person, together with the title of the instrument under which

such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such stockholder, such beneficial

owner or such Stockholder Associated Person relating to the value or payment of any indebtedness of the Corporation or any such subsidiary;

(6) a representation that the stockholder

is a holder of record of stock of the Corporation as of the date of submission of such stockholder’s notice, is entitled to vote

at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting;

and

(7) a representation as to whether such stockholder,

such beneficial owner or any such Stockholder Associated Person intends or is part of a group that intends to (i) deliver a proxy statement

and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required

to approve or adopt the proposal (or, to extent relating to the nomination of a director, holders of at least 67% of the voting power

of the Corporation’s outstanding capital stock), (ii) otherwise comply with Rule 14a-19, and/or (iii) otherwise to solicit proxies

from stockholders in support of such proposal or nomination.

For a stockholder’s notice to be considered timely,

the information required under clauses ‎(C)‎(2), ‎(3), ‎(4) and ‎(5) of the preceding sentence of this Section 2.05

shall be updated and supplemented by such stockholder and any such beneficial owner if necessary, so that the information provided or

required to be provided in such notice is true and correct as of the record date for determining the stockholders entitled to notice of,

and to vote at, the meeting and as of the date that is 10 business days prior to the meeting or any adjournment, rescheduling, postponement

or other delay thereof. For purposes of these bylaws, the term “business day” shall mean any day other than a Saturday,

Sunday or a legal holiday on which commercial banking institutions in Nevada are authorized to close for business. Any such update and

supplement or additional information must be received by the secretary of the Corporation at the principal executive offices of the Corporation

not later than five business days after the record date for the meeting (in the case of any update and supplement required to be made

as of the record date), and not later than eight business days prior to the date for the meeting or any adjournment, rescheduling, postponement

or other delay thereof (in the case of any update or supplement required to be made as of 10 business days prior to the meeting or any

adjournment, rescheduling, postponement or other delay thereof). The failure to timely provide such update, supplement, evidence or additional

information shall result in the nomination or proposal no longer being eligible for consideration at the meeting.

No later than five business days prior to the meeting

or any adjournment, rescheduling, postponement or other delay thereof, a stockholder nominating individuals for election as a director

will provide the Corporation with reasonable evidence that such stockholder has met the requirements of Rule 14a-19. If the nominating

stockholder fails to comply with the requirements of Rule 14a-19 (including because the nominating stockholder fails to provide the Corporation

with all information or notices required by Rule 14a-19), then the director nominees proposed by such stockholder shall be ineligible

for election at the meeting and any votes or proxies in respect of such nomination shall be disregarded, notwithstanding that proxies

may have been received by the Corporation and counted for the purposes of determining quorum.

For the avoidance of doubt, the obligation to update

and supplement, or provide additional information or evidence, as set forth in these bylaws shall not limit the Corporation’s rights

with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines pursuant to these bylaws or

enable or be deemed to permit a stockholder who has previously submitted notice pursuant to these bylaws to amend or update any nomination

or to submit any new nomination. No disclosure pursuant to these bylaws will be required with respect to the ordinary course business

activities of any broker, dealer, commercial bank, trust company or other nominee who is the stockholder submitting a notice pursuant

to this Section 2.05 solely because such broker, dealer, commercial bank, trust company or other nominee has been directed to prepare

and submit the notice required by these bylaws on behalf of a beneficial owner.

In addition to the information required pursuant to

Section ‎2.05(a)(iii)(A), to the extent that a stockholder proposes to nominate a person for election or reelection as a director,

the stockholder’s notice shall also include (A) a completed questionnaire (in the form provided by the secretary of the Corporation

upon request by the stockholder, which form will be provided by the secretary of the Corporation within 5 business days of receiving such

request) signed by such nominee with respect to information of the type required by the Corporation’s questionnaires for directors

and officers of the Corporation and which shall also include a representation and agreement that such nominee (1) is not and will not

become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or

entity as to how such nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting

Commitment”) that has not been, or will not be within three business days thereafter, disclosed to the Corporation or (y) any

Voting Commitment that could limit or interfere with the nominee’s ability to comply, if elected as a director of the Corporation,

with such nominee’s fiduciary duties under Nevada Law, (2) is not and will not become a party to any agreement, arrangement or understanding

with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification

in connection with service or action as a director of the Corporation that has not been, or will not be within three business days thereafter,

disclosed to the Corporation and (3) in such nominee’s individual capacity and on behalf of any person or entity on whose behalf

the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with Nevada Law and

all applicable corporate governance, code of conduct and ethics, conflict of interest, corporate opportunities, confidentiality and stock

ownership and trading policies and guidelines of the Corporation, (B) the classes or series of shares of stock of the Corporation that

are owned (beneficially and of record) by or on behalf of such nominee as of the date of such notice, (C) a description of such nominee’s

qualifications to be a director, (D) a statement as to whether such nominee would be an independent director, and the basis therefor,

under the rules and listing standards of the securities exchange(s) upon which the stock of the Corporation is listed or traded, any applicable

rules of the SEC or any publicly disclosed standards used by the board of directors (such as corporate governance guidelines), (E) a description

of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three

years, and any other material relationships, between or among the nominating stockholder and any Stockholder Associated Persons, on the

one hand, and each nominee and any (i) any affiliate or associate (as such terms are defined for purposes of the Exchange Act) of the

nominee and any other person acting in concert with any of the foregoing, (ii) any beneficial owner of shares of stock of the Corporation

owned of record or beneficially by such nominee and (iii) any person controlling, controlled by or under common control with such person,

on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated

under Regulation S-K if the stockholder, any beneficial owner on whose behalf such nomination was made or any Stockholder Associated Person,

were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant and

(F) otherwise comply with Rule 14a-19.

Notwithstanding anything to the contrary, the notice

requirements set forth herein with respect to the proposal of any business pursuant to this ‎Section 2.05 other than a nomination

shall be deemed satisfied by a stockholder if such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8

promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared

by the Corporation to solicit proxies for the meeting of stockholders.

(b) Special Meetings of Stockholders. Only

such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s

notice of meeting pursuant to ‎Section 2.04. Nominations of persons for election to the board of directors of the Corporation

at a special meeting of stockholders may be made by stockholders only if the election of directors is included as business to be brought

before a special meeting in the Corporation’s notice of meeting and then only by any stockholder of the Corporation who is a stockholder

of record at the time of giving of notice provided for in this ‎Section 2.05(b) who shall be entitled to vote at the meeting

and who complies with the notice procedures set forth in this ‎Section 2.05(b). For nominations to be properly brought before

a special meeting of stockholders by a stockholder pursuant to this ‎Section 2.05(b), the stockholder must have given timely

notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed

and received by the secretary of the Corporation at the principal executive offices of the Corporation (A) not earlier than 8:00 a.m.,

Eastern time, on the 120th day prior to the date of the special meeting nor (B) later than the later of 5:00 p.m., Eastern time, on the

90th day prior to the date of the special meeting or, if the first Public Announcement of the date of such special meeting is less than

100 days prior to the date of such special meeting, the 10th day following the day on which Public Announcement of the date of the special

meeting was first made. A stockholder’s notice to the secretary shall be properly brought only if it complies with the notice requirements

of ‎Section 2.05(a)(iii).

(i) At the request of the board of directors,

any person nominated by the board of directors for election as a director shall furnish to the secretary of the Corporation the information

that is required to be set forth in a stockholder’s notice of nomination that pertains to the nominee. No person shall be eligible

to be nominated by a stockholder to serve as a director of the Corporation unless nominated in accordance with the procedures set forth

in this ‎Section 2.05. No business shall be conducted at a stockholder meeting except in accordance with the procedures

set forth in ‎Section 2.03 and this ‎Section 2.05. The chair of the meeting shall, if the facts warrant,

determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws or that

business was not properly brought before the meeting, and if he or she should so determine and declare, the defective nomination shall

be disregarded or such business shall not be transacted, as the case may be. Notwithstanding the foregoing provisions of this ‎Section

2.05, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual

or special meeting of stockholders of the Corporation to present a nomination or other proposed business, such nomination shall be disregarded

or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been

received by the Corporation and counted for purposes of determining a quorum. For purposes of this ‎Section 2.05, to

be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder

or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for

such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable

reproduction of the writing or electronic transmission, at the meeting of stockholders.

(ii) Without limiting the foregoing provisions

of this ‎Section 2.05, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect

to the matters set forth in this ‎Section 2.05; provided, however, that any references in these bylaws

to the Exchange Act are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business

to be considered pursuant to this ‎Section 2.05, and compliance with ‎Section 2.05(a) or ‎(b)

shall be the exclusive means for a stockholder to make nominations or submit other business (other than as provided in the last paragraph

of ‎Section 2.05(a)).

Section 2.06. Quorum. Unless otherwise provided

in Nevada Law, the articles of incorporation, these bylaws or the rules of any applicable stock exchange on which the Corporation’s

securities are listed, the presence, in person or by proxy (regardless of whether the proxy has authority to vote on any matter), of the

holders of a majority of the voting power of all outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders

shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present at any meeting of the stockholders,

either the chair of the meeting or holders of a majority in voting power of the shares of capital stock of the Corporation present in

person or represented by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be

present. At such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted

at the meeting as originally notified.

Section 2.07. Voting. (a) Any share of capital

stock of the Corporation held by the Corporation shall have no voting rights. If a quorum is present, unless the articles of incorporation,

these bylaws, the rules of any applicable stock exchange on which the Corporation’s securities are listed, Nevada Law or other applicable

law provide for a different proportion, action by the stockholders entitled to vote on a matter other than the election of directors,

is approved by and is the act of the stockholders if the number of votes cast in favor of the action exceeds the votes cast in opposition

to the action, unless voting by classes or series is required for any action of the stockholders by Nevada Law, the articles of incorporation,

these bylaws or the rules of any applicable stock exchange on which the Corporation’s securities are listed, in which case the number

of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition

to the action by the voting power of each such class or series. If a quorum is present, and subject to the rights of the holders of any

series of preferred stock to elect additional directors under specific circumstances, directors shall be elected by a plurality of the

voting power of shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote

on the election of directors.

(b) Each stockholder entitled to vote at a meeting

of stockholders may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed

by such stockholder or by his attorney thereunto authorized, or by proxy sent by cable, telegram or by any means of electronic communication

permitted by law, which results in a writing from such stockholder or by his attorney, and delivered to the secretary of the meeting.

If a stockholder designates two or more persons to act as proxies, then a majority of those persons present at a meeting has and may exercise

all of the powers conferred by the stockholder or, if only one is present, then that one has and may exercise all of the powers conferred

by the stockholder, unless the stockholder’s designation of proxy provides otherwise. No proxy shall be voted after six months from

its date, unless said proxy provides for a longer period (which may not exceed seven years from the date of its creation, unless the proxy

is deemed irrevocable in accordance with Nevada Law), subject to and in accordance with Nevada Law.

to vote in person or by his or her proxy. In determining the number of votes cast for or against a proposal or nominee, shares abstaining

from voting on a matter (including elections) and broker non-votes will not be treated as votes cast.

Section 2.08. Organization. At each meeting

of stockholders, the director or officer designated by the board of directors prior to such meeting or, if one shall not have been designated,

the chair of the board of directors, shall act as chair of the meeting. The secretary (or in the secretary’s absence or inability

to act, the person whom the chair of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep

the minutes thereof.

Section 2.09. Order of Business. Except as otherwise

provided pursuant to Section 2.10, the order of business at all meetings of stockholders shall be as determined by the chair of the meeting.

Section 2.10. Conduct of Meetings. The board

of directors may adopt such rules and procedures for the conduct of stockholder meetings as it deems appropriate. At each meeting of stockholder,

the chair of the meeting shall preside over the meeting. Except to the extent inconsistent with the rules and procedures as adopted by

the board of directors, the person presiding over the meeting of stockholders shall have the right and authority to convene, adjourn and

reconvene the meeting from time to time, to prescribe such additional rules and procedures and to do all such acts as, in the judgment

of such person, are appropriate for the proper conduct of the meeting. Such rules and procedures, whether adopted by the board of directors

or prescribed by the person presiding over the meeting, may include (a) the establishment of an agenda or order of business for the meeting,

(b) rules and procedures for maintaining order at the meeting and the safety of those present, (c) limitations on attendance at or participation

in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the

person presiding over the meeting shall determine, (d) restrictions on entry to the meeting after the time fixed for the commencement

thereof and (e) limitations on the time allotted to questions or comments by participants. The person presiding over any meeting of stockholders,

in addition to making any other determinations that may be appropriate to the conduct of the meeting, may determine and declare to the

meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, he or

she shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or

considered.

Article

Board of Directors

Section 3.01. General Powers. Except as otherwise

provided in Nevada Law or the articles of incorporation, the business and affairs of the Corporation shall be managed by or under the

direction of the board of directors.

Section 3.02. Number, Election, Classes, Term of

Office. (a) Subject to the terms of any series of Preferred Stock entitled to separately elect directors, the board of directors shall

initially consist of six directors and thereafter shall be determined from time to time solely by resolution adopted by the board of directors.

(b) Except as otherwise provided in the articles of

incorporation or in the terms of any series of Preferred Stock entitled to separately elect directors, the directors shall be divided

into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of

the total number of directors constituting the entire board of directors. Except as otherwise provided in the articles of incorporation,

each director shall serve for a term ending on the date of the third annual meeting of stockholders next following the annual meeting

at which such director was elected.

incorporation, each director shall hold office until such director’s successor shall have been duly elected and qualified or until

such director’s earlier death, resignation or removal and for a term that shall coincide with the term of the class to which such

director shall have been elected. Directors need not be stockholders.

Section 3.03. Quorum and Manner of Acting. Unless

the articles of incorporation or these bylaws require a greater number, a majority of the total number of directors shall constitute a

quorum for the transaction of business, and the affirmative vote of a majority of the directors present at a meeting at which a quorum

is present shall be the act of the board of directors. When a meeting is adjourned to another time or place (whether or not a quorum is

present), notice need not be given of the adjourned meeting if the time and physical location hereof, if any, and the means of remote

communications, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the board of directors

may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of

the board of directors, the directors present thereat may adjourn the meeting, from time to time, without notice other than announcement

at the meeting, until a quorum shall be present.

Section 3.04. Time and Place of Meetings. The

board of directors shall hold its meetings at such physical location, if any, either within or without the State of Nevada, or by means

of remote communication, and at such time as may be determined from time to time by the board of directors (or the chair in the absence

of a determination by the board of directors).

Section 3.05. Annual Meeting. The board of directors

shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after

each annual meeting of stockholders. Notice of such meeting need not be given. In the event such annual meeting is not held on the same

day and at the same physical location, if any, as the annual meeting of stockholders, the annual meeting of the board of directors may

be held at such physical location, if any, either within or without the State of Nevada, on such date and at such time as shall be specified

in a notice thereof given as hereinafter provided in ‎Section 3.07 or in a waiver of notice thereof signed by any director

who chooses to waive the requirement of notice.

Section 3.06. Regular Meetings. After the physical

location, if any, and time of regular meetings of the board of directors shall have been determined and notice thereof shall have been

once given to each member of the board of directors, regular meetings may be held without further notice being given.

Section 3.07. Special Meetings. Special meetings

of the board of directors may be called by the chair of the board of directors or the chief executive officer and shall be called by the

secretary on the written request of at least two directors. Notice of special meetings of the board of directors shall be given to each

director at least 24 hours before the time of the holding of the meeting. Such notice shall be deemed given (i) by facsimile when directed

to a number consented to by the director to receive notice, (ii) by e-mail when directed to an e-mail address designated or used by the

director to receive notice, (iii) by posting on an electronic network together with a separate notice to the director of the specific

posting on the later of the specific posting or the giving of the separate notice or (iv) by any other electronic transmission as consented

to by and when directed to the director. The notice need not state the physical location, if any, of the special meeting (if the meeting

is to be held at the Corporation’s principal executive offices) nor the purpose of the meeting, unless required by law.

Section 3.08. Committees. (a) The board of directors

may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The board of directors

will have at least three standing committees, including an audit committee, a compensation committee and a nominating and governance committee.

The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at

any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another

member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any committee of the board

of directors, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority

of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation

to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and report the same to the

board of directors when required.

(b) Unless otherwise provided in the articles of incorporation,

these bylaws or the resolution of the board of directors designating the committee, a committee may create one or more subcommittees consisting

of one or more members of such committee and delegate to such subcommittee any or all of the powers and authority of the committee.

each committee designated by the board of directors may make, alter and repeal rules for the conduct of its business. In the absence of

such rules, each committee shall conduct its business in the same manner as the board of directors conducts its business pursuant to this

‎Article 3.

Section 3.09. Action by Consent. Unless otherwise

restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board

of directors or of any committee thereof may be taken without a meeting, if all members of the board of directors or committee, as the

case may be (other than any director(s) abstaining in writing pursuant to and in accordance with NRS 78.315(2)), consent thereto in writing

or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of

proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and

shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10. Telephonic and Electronic Meetings.

Unless otherwise restricted by the articles of incorporation or these bylaws, members of the board of directors, or any committee designated

by the board of directors, may participate in a meeting of the board of directors, or such committee, as the case may be, by means of

conference telephone or other communications equipment (including any means of remote communications permitted under Nevada Law) by means

of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in

person at the meeting.

Section 3.11. Resignation. Any director may

resign at any time by giving notice in writing or by electronic transmission to the board of directors or to the secretary of the Corporation.

The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice;

and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12. Vacancies. Vacancies on the board

of directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the

number of directors shall, except as otherwise required by law or as set forth in the articles of incorporation, be filled solely by a

majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected

shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected. If there are

no directors in office, then an election of directors may be held in accordance with Nevada Law.

Section 3.13. Removal. Directors may only be

removed from office in the manner set forth in the articles of incorporation. Any vacancies created by any such removal may be filled

in accordance with ‎Section 3.12 herein.

Section 3.14. Compensation. Unless otherwise

restricted by the articles of incorporation or these bylaws, the board of directors shall have authority to fix the compensation of directors,

including fees and reimbursement of expenses.

Section 3.15. Organization. Meetings of the

board of directors shall be presided over by the chair of the board of directors, or in the absence of the chair of the board of directors

by the vice chair, or in his or her absence by a chair chosen at the meeting. The secretary, or in the absence of the secretary an assistant

secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chair of the meeting

may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chair

of the meeting.

Article

Officers

Section 4.01. Principal Officers. The principal

officers of the Corporation shall be a chief executive officer, a chief financial officer, one or more executive vice presidents, a secretary

who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for

that purpose and any other officers as may be required under Nevada Law. Subject to ‎Section 3.01, the chief executive officer

shall conduct and direct generally all the day-to-day business and affairs of the Corporation. The Corporation may also have such other

principal officers as the board of directors may in its discretion appoint. One person may hold the offices and perform the duties of

any two or more of said offices, except that no one person shall hold the offices and perform the duties of chief executive officer and

secretary.

Section 4.02. Election, Term of Office and Remuneration.

The principal officers of the Corporation shall be elected annually by the board of directors at the annual meeting thereof. Each such

officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

The remuneration of all principal officers of the Corporation shall be fixed by the board of directors. Any vacancy in any office shall

be filled in such manner as the board of directors shall determine.

Section 4.03. Subordinate Officers. In addition

to the principal officers enumerated in ‎Section 4.01, the Corporation may have one or more assistant secretaries and such

other subordinate officers, agents and employees as the board of directors may deem necessary, each of whom shall hold office for such

period as the board of directors may from time to time determine. The board of directors may delegate to any principal officer the power

to appoint, fix the compensation of and remove any such subordinate officers, agents or employees.

Section 4.04. Removal. In addition to the authority

granted pursuant to ‎Section 4.03 with respect to subordinate officers, any officer may be removed, with or without cause,

at any time, by resolution adopted by the board of directors.

Section 4.05. Resignations. Any officer may

resign at any time by giving written notice to the Corporation. The resignation of any officer shall take effect upon receipt of notice

thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such

resignation shall not be necessary to make it effective.

Section 4.06. Powers and Duties. The officers

of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as

may from time to time be conferred upon or assigned to them by the board of directors.

Article

Capital Stock

Section 5.01. Certificates For Stock; Uncertificated

Shares. The shares of the Corporation’s capital stock shall be uncertificated; provided that the board of directors of the Corporation

may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be represented by one or

more certificates. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights

and obligations of the holders of shares of the same class and series represented by certificates shall be identical. Every holder of

stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any officers

or agents so authorized by the board of directors representing the number of shares registered in certificate form. Any or all of the

signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature

has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued,

it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date

of issue.

Section 5.02. Transfer of Shares. Shares of

the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s

duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from

the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate

procedures for transferring shares in uncertificated form, unless waived by the Corporation.

Section 5.03. Authority for Additional Rules Regarding

Transfer. The board of directors shall have the power and authority to make all such rules and regulations, not inconsistent with

these bylaws, as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the

stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require

of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they may deem expedient

to indemnify the Corporation and the transfer agents and registrars of its stock against any claims arising in connection therewith.

Section 5.04. Inapplicability of Controlling Interest

Statutes. The provisions of NRS 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests

in the Corporation shall not apply to the Corporation or to any acquisition of any shares of the Corporation’s capital stock.

Article

Exclusive Jurisdiction

Section 6.01. To the fullest extent permitted by Nevada

Law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark

County, Nevada, shall be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative,

(a) brought in the name or right of the Corporation or on its behalf, (b) asserting a claim for or based upon any breach of any fiduciary

duty owed by any current or former director, officer or controlling stockholder of the Corporation in such capacity, (c) for any other

internal action (as defined in NRS 78.046), including any action asserting a claim against the Corporation arising pursuant to, or to

interpret, apply, enforce or determine the validity of, any provision of NRS Title 7 (including NRS Chapters 78 and 92A), the articles

of incorporation, these bylaws or any agreement entered into pursuant to NRS 78.365 to which the corporation is a party or a stated beneficiary

thereof, or (d) asserting a claim governed by the internal affairs doctrine; provided that such exclusive forum provisions will not apply

to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive

jurisdiction. In the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such action,

suit or proceeding, then any other state district court located in the State of Nevada shall be the sole and exclusive forum therefor

and in the event that no state district court in the State of Nevada has jurisdiction over any such action, suit or proceeding, then a

federal court located within the State of Nevada shall be the sole and exclusive forum therefor. Unless the Corporation consents in writing

to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive

forum for the resolution of any claim asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or

entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of

and, to the fullest extent permitted by law, to have consented to the provisions of this ‎Article 6.

Article

General Provisions

Section 7.01. Fixing the Record Date. (a) In

order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,

the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record

date is adopted by the board of directors, and which record date shall not be more than 60 nor less than 10 days before the date of such

meeting. If the board of directors so fixes a record date for notice of any meeting of stockholders, such date shall also be the record

date for determining the stockholders entitled to vote at such meeting. If no record date is fixed by the board of directors, the record

date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on

the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the

day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at a meeting of stockholders

shall apply to any adjournment of the meeting; provided that the board of directors may fix a new record date for determination of

stockholders entitled to notice of, and to vote at, the adjourned meeting in accordance with the foregoing provisions of this ‎Section

7.01(a).

(b) In order that the Corporation may determine the

stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled

to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board

of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted,

and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining

stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating

thereto.

Section 7.02. Dividends and Other Distributions.

Subject to limitations contained in Nevada Law and the articles of incorporation, if any, the board of directors may declare and pay dividends

and other distributions upon the shares of capital stock of the Corporation, which dividends or other distributions may be paid either

in cash, in property or in shares of the capital stock of the Corporation.

Section 7.03. Year. The fiscal year of the Corporation

shall be fixed by resolution of the board of directors.

Section 7.04. Representation of Securities Owned

by the Corporation. The chair of the board, the chief executive officer or any other person authorized by the board of directors,

the chair of the board or the chief executive officer may vote, represent and exercise on behalf of the Corporation all rights incident

to any and all shares or other securities of, or interests in, or issued by, any other entity or entities, and all rights incident to

any management authority conferred on the Corporation in accordance with the governing documents of any entity or entities, standing in

the name of the Corporation, including the right to act by written consent. The authority granted herein may be exercised either by such

person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

Section 7.05. Amendments. The board of directors

shall have the non-exclusive power, and is expressly authorized, to adopt, amend or repeal, in whole or in part, these bylaws. In addition,

these bylaws or any of them, may be altered, amended or repealed, or new bylaws may be made, by the affirmative vote of stockholders holding

at least 66 2/3% of the outstanding voting power of the Corporation entitled to vote thereon, voting together as a single class, at any

annual or special meeting.

EX-4.1

Filename: ex4-1.htm · Sequence: 4

Exhibit

4.1

COMMON

STOCK PURCHASE WARRANT

POWERUS

CORPORATION

Warrant Shares: ___________

Original Issue Date:_________, 2026

This

COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _______________ or registered assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full

(the “Termination Date”) but not thereafter, to subscribe for and purchase from Powerus Corporation, a Nevada

corporation (the “Company”), up to _____________ shares of Common Stock, par value $0.001 per share (“Common

Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share

of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Exercise.

(a)

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed digital

notice in .PDF or comparable digital format submitted by e-mail or comparable electronic or digital transmission of the notice of exercise

in the form annexed hereto (the “Notice of Exercise”) in the form attached hereto as Exhibit A. Within the earlier

of (i) two (2) Business Days and (ii) the number of Business Days comprising the Standard Settlement Period (as defined in Section

1(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price

for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States

bank unless the cashless exercise procedure specified in Section 1(c) below is specified in the applicable Notice of Exercise.

No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)

of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically

surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has

been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business

Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver to the Holder

any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance

of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the

Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount

stated on the face hereof.

(b)

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share,

was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the

nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of

this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price

under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination

Date. The remaining unpaid exercise price per share of Common Stock shall be $0.001 (subject to adjustment hereunder, the “Exercise

Price”).

(c)

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in

whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number

of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as applicable: (i) the VWAP on the Business Day immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Business Day or (2) both

executed and delivered pursuant to Section 1(a) hereof on a Business Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Business Day, (ii) at the option

of the Holder, either (y) the VWAP on the Business Day immediately preceding the date of the applicable Notice of Exercise or (z) the

Bid Price on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s

execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a

Business Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading

hours” on a Business Day) pursuant to Section 1(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise

if the date of such Notice of Exercise is a Business Day and such Notice of Exercise is both executed and delivered pursuant to Section

1(a) hereof after the close of “regular trading hours” on such Business Day;

(B)

= the Exercise Price of this Warrant, as adjusted hereunder; and

(X)

= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance wit h the terms of this Warrant if

such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 1(c).

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is

then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock are then listed or quoted as reported by Bloomberg (based on a Business Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market

but is quoted on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on OTCQB or OTCQX as applicable, (c) if the Common Stock are not then listed or quoted for trading on a Trading Market, OTCQB or OTCQX

and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions

of reporting prices), the most recent Bid Price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a Common Stock as determined by an independent appraiser selected in good faith by the holder

of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which

shall be paid by the Company.

F-2

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in

question: the NYSE, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, or the Nasdaq Global Select Market (or any

successors to any of the foregoing).

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a)

if the Common Stock are then listed or quoted on a Trading Market, the daily volume weighted average price of the share of Common Stock

for such date (or the nearest preceding date) on the Trading Market on which the Common Stock are then listed or quoted as reported by

Bloomberg (based on a Business Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not

a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX

as applicable, (c) if the Common Stock are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock

are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the

most recent Bid Price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock

as determined jointly by the Board and the Holder; provided, that if the Board and the Holder are unable to agree on the fair

market value per share of the Common Stock within a reasonable period of time (not to exceed ten days from the Company’s receipt

of the Exercise Notice), such fair market value shall be determined by an nationally recognized investment banking, accounting or valuation

firm jointly selected by the Board and the Holder, the fees and expenses of which shall be paid by the Company.

(d)

Mechanics of Exercise.

(i)

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such

system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the

Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate,

registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which

the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is

the earliest of (i) two (2) Business Days after the delivery to the Company of the Notice of Exercise, (ii) one (1)

Business Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Business Days comprising the Standard

Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).

Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of

the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier

of (i) two (2) Business Days and (ii) the number of Business Days comprising the Standard Settlement Period following delivery of the

Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by

the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000

of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),

$10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after the Warrant Share Delivery Date) for each Business

Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees

to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Business Days, on

the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on

the Initial Exercise Date, and the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City

time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided

that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery

Date.

F-3

(ii)

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares,

deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this

Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii)

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant Section

1(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(iv)

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 1(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder

is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,

Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such

exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying

(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times

(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either

reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such

exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the

Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock

having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Common Stock with an aggregate sale

price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be

required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in

respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Common Stock upon exercise of

the Warrant as required pursuant to the terms hereof.

(v)

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

(vi)

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by an Assignment Form in the form attached hereto as Exhibit B duly executed by

the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax

incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all

fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Warrant Shares.

(vii)

Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

F-4

(e)

Holder’s Exercise Limitations. As of the date hereof, the Company shall not effect any exercise of this Warrant, and a Holder

shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after

giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s

Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing

sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include

the number of shares of Common Stock issuable upon exercise of this Warrant

with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable

upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or

Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company

(including, without limitation, any other share of Common Stock Equivalents) subject to a limitation on conversion or exercise analogous

to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth

in the preceding sentence, for purposes of this Section 1(e), beneficial ownership shall be calculated in accordance with Section

13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company

is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely

responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section

1(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the

Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is

exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion

of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation

to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall

be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes

of this Section 1(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding

shares of Common Stock, as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the

case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the

number of shares of Common Stock outstanding. Upon the written request of a Holder, the Company shall within one Business Day confirm

to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall

be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or

its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The

“Beneficial Ownership Limitation” shall be 9.99% of the number of shares of Common Stock, outstanding immediately after giving

effect to the issuance of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or

decrease the Beneficial Ownership Limitation provisions of this Section 1(e), provided that the Beneficial Ownership Limitation

in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common

Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 1(e) shall continue to apply. Any increase

in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section 1(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial

Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

2. Certain Adjustments.

(a)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise

makes a distribution or distributions on its Common Stock, (ii) subdivides outstanding Common Stock into a larger number of shares, (iii)

combines (including by way of reverse split) outstanding Common Stock into a smaller number of shares, or (iv) issues by reclassification

of the Common Stock any shares of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator

shall be the number of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator

shall be the number of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this

Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment

made pursuant to this Section 2(a) shall become effective immediately after the record date for the determination of shareholders

entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

F-5

(b)

Subsequent Rights Offerings. In addition to (but without duplication of) any adjustments pursuant to Section 2(a) above,

if at any time the Company grants, issues or sells any share of Common Stock Equivalents or rights to purchase shares, warrants, securities

or other property pro rata to the record holders of the Common Stock (the “Purchase Rights”), then the Holder will be entitled

to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if

the Holder had held the number of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on

exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that

the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock

as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(c)

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise

(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), other

than a dividend or distribution covered by Section 2(a) or 3(b), at any time after the issuance of this Warrant, then, in each such case,

the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if

the Holder had held the number of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on

exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is

taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined

for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate

in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled

to participate in such Distribution to such extent (or in the beneficial ownership of any Common Stock as a result of such Distribution

to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,

as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d)

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding

Common Stock, (iv) the Company, directly or indirectly, in one or more

related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange

pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business

combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Stock or becomes the beneficial

owner of 50% of the voting power represented by our outstanding Common Stock (not including any shares of Common Stock held by the other

Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share

purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise

of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise

immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in

Section 1(e) on the exercise of this Warrant), the number of Common Stock of the successor or acquiring corporation or of the

Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable

as a result of such Fundamental Transaction by a holder of the number of Common Stock for which this Warrant is exercisable immediately

prior to such Fundamental Transaction (without regard to any limitation in Section 1(e) on the exercise of this Warrant). For

purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration

based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and

the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value

of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash

or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration

it receives upon any exercise of this Warrant following such Fundamental Transaction.

F-6

(e)

Calculations. All calculations under this Section 2 shall be made by the Company to the nearest cent or the nearest 1/100th

of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding

as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(f)

Notice to Holder.

(i)

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the

Company shall promptly deliver to the Holder by email or comparable electronic or digital transmission a notice setting forth the Exercise

Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts

requiring such adjustment.

(g)

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any

shareholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger

to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Company,

or any compulsory share exchange whereby the Common Stock are converted into other securities, cash or property, or (E) the Company shall

authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company (each such event described

in clauses (A) through (E), a “Notice Triggering Event”), then, in each case, the Company shall provide notice of such Notice

Triggering Event to the Holder describing the material terms of the Notice Triggering Event, including but not limited to (x) the date

on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not

to be taken, the date as of which the holders of the Common Stock of record to be entitled to such receive any applicable dividend, distributions,

redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer

or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record

shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,

merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof

shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise

this Warrant during the period commencing on the date of such notice to the date of Notice Triggering Event except as may otherwise be

expressly set forth herein, provided that any such exercise of this Warrant remains subject to any shareholder record date established

by the Board of Directors of the Company with respect to such Notice Triggering Event.

(h)

Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during

the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board

of Directors of the Company.

Section

3. Transfer of Warrant.

(a)

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant to the Company, together with a written assignment of this Warrant substantially

in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable

upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant

or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument

of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this

Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically

surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender

this Warrant to the Company within three (3) Business Days of the date on which the Holder delivers an Assignment Form in the form attached

hereto as Exhibit B to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may

be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

F-7

(b)

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such

division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be

divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance

date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c)

Warrant Register. The Company shall register this Warrant upon its records for that purpose (the “Warrant Register”)

in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the

absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

(d)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is an “accredited investor”,

as defined in Regulation D promulgated under the Securities Act acquiring this Warrant and, upon any exercise hereof, will acquire the

Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant

Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered

or exempted under the Securities Act. As provided in the Notice of Exercise, upon any exercise of this Warrant, the Holder will be again

be required to represent that it is an “accredited investor”, as defined in Regulation D promulgated under the Securities

Act.

Section

4. Miscellaneous.

(a)

No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 1(d)(i), except

as expressly set forth in Section 2. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”

pursuant to Section 1(c) or to receive cash payments pursuant to Section 1(d)(i) and Section 1(d)(iv) herein, in

no event shall the Company be required to net cash settle an exercise of this Warrant.

(b)

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation

of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor

and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c)

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

(d)

Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized

and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase

rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers

who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The

Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein

without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be

listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this

Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith,

be duly authorized, validly issued, fully paid and non-assessable and

free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer

occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not

by any action, including, without limitation, amending its certificate of formation or through any reorganization, transfer of assets,

consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance

or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms

and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant

against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant

Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action

as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares

upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents

from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under

this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is

exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as

may be necessary from any public regulatory body or bodies having jurisdiction thereof.

F-8

(e)

Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof.

(f)

Restrictions; Earn Out Shares. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if

not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities

laws. Notwithstanding anything herein to the contrary, the Holder acknowledges and agrees that this Warrant does not, and shall not,

entitle the Holder to any Earn Out Shares (as defined in the Agreement and Plan of Merger, dated as of March 8, 2026, among the Company,

Autonomous Power Corporation, Merger Sub, and the Stockholder Representative named therein.

(g)

Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material

damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,

but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h)

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication

is delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a trading day, (b) the next trading day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a trading day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) trading day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon

actual receipt by the party to whom such notice is required to be given..

(i)

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

(j)

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

(k)

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

(l)

Amendment. This Warrant may be amended by the Holder with the prior written consent of the Company.

(m)

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

(n)

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

(Signature

Page Follows)

F-9

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first

above indicated.

POWERUS CORPORATION

By:

Name:

Title:

F-10

Exhibit

NOTICE

OF EXERCISE

TO:

POWERUS CORPORATION

(1)

The undersigned hereby elects to purchase _______________Warrant Shares of the Company pursuant to the terms of the attached Warrant

(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer

taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the

formula set forth in subsection 1(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant

to the cashless exercise procedure set forth in subsection 1(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:___

The

Warrant Shares shall be delivered to the following DWAC Account Number:

Name

of Broker: ________________________________________________

DTC

Participant ID: _____________________________________________

Account

Number: ______________________________________________

Account

Name: ________________________________________________

[SIGNATURE

OF HOLDER]

Name

of Holder: __________________________________________________________________________

Signature

of Authorized Signatory of Holder: ___________________________________________________

Name

of Authorized Signatory: ____________________________________

Title

of Authorized Signatory: _____________________________________

Date:

____________________

F-11

Exhibit

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to

purchase

shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

_______________________________________________________________________________________________

Address:

________________________________________________________________________________________

________________________________________________________________________________________________

_______

Phone

Number: ___________________

Address: _____________________________________

[SIGNATURE

OF HOLDER]

Name

of Holder: ____________________________________________________________________________

Signature

of Authorized Signatory of Holder: ______________________________________________________

Name

of Authorized Signatory: ______________________________________

Title

of Authorized Signatory: _________________________________________

Date:

________________________

NOTE:

The assignee of the foregoing Warrant agrees to be bound by all the terms and obligations of the foregoing Warrant, including, without

limitation, the representations and warranties of the Holder in Section 3(d) of the Warrant, as if assignee were the original Holder

party thereto.

Any

terms that are capitalized but not defined in this Exhibit B have the meanings ascribed to them in the foregoing Warrant.

Acknowledged

and Agreed: Assignee

Name:

By:

Name:

Title:

Email:

F-12

EX-10.1

Filename: ex10-1.htm · Sequence: 5

Exhibit

10.1

POWERUS

CORPORATION

515

North Flagler Drive, Suite 350

West

Palm Beach, Florida 33401

October

1, 2026

Andrew Fox

[***]

Dear Andrew:

This

letter sets forth our agreement with respect to your continued employment (hereinafter “letter agreement”) with Powerus

Corporation, a Nevada corporation (the “Company”).

Employment. Your employment with the Company will be upon the terms and conditions set forth in this letter agreement beginning

on October 1, 2026 (the “Effective Date”) and ending as provided in Section 4 (the “Employment Period”).

Position and Duties. During the Employment Period, you will serve as Chief Executive Officer of the Company and will have the

usual and customary duties, responsibilities and authorities of a person in such position and such other duties assigned to you by the

Board of Directors of the Company (the “Board”) which are consistent with your position. You will report directly to the

Board. You will devote your full working time, efforts and attention to, and diligently and conscientiously perform the duties of, such

position. In addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s

existing subsidiaries or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time in the

future (collectively, all such subsidiaries and/or affiliates, including subsidiaries formed after the date hereof, shall be referred

to as the “Company Affiliates”). Except for travel for business purposes, you will be employed, and your primary offices

will be located, at your home office (“Primary Office”). You represent to the Company that you are not subject to or a party

to any employment agreement, non-competition covenant, or other agreement that would be breached by, or prohibit you from executing,

this letter agreement and performing fully your duties and responsibilities hereunder.

Compensation.

(a)

Base Salary. During the Employment Period, your base salary will be $350,000 per annum (your “Base Salary”).

Your Base Salary will be payable in regular installments in accordance with the Company’s general payroll practices and subject

to withholding and other payroll taxes. Your Base Salary may be reviewed annually (consistent with the Company’s past practice

and timing) by the Compensation Committee of the Board (the “Compensation Committee”) and may be increased by the

Compensation Committee in its sole discretion (for the avoidance of doubt, such increased amount shall be considered your “Base

Salary” for all purposes of this letter agreement). Unless agreed by you in writing, your Base Salary may not be decreased below

your then-current Base Salary by the Board, Compensation Committee or otherwise.

(b)

Cash Incentive Plan. Effective February 1, 2026, with respect to each fiscal year of the Company ending during the Employment

Period, you shall be eligible to earn an incentive award (an “Annual Incentive Award”) under the Company’s bonus

program or cash incentive plan (once established), or any successor plan (the “Cash Incentive Plan”) pursuant to the

terms and conditions of the Cash Incentive Plan. Your Annual Incentive Award under the Cash Incentive Plan for fiscal year 2026 shall

be $150,000 guaranteed. In the event of your termination of employment, the terms of the Cash Incentive Plan shall control to determine

whether you are entitled to payment of any yet unpaid Annual Incentive Award for the prior fiscal year; provided that if the Cash Incentive

Plan does not set forth the treatment of an Annual Incentive Award upon termination of employment, you must remain employed until regular

date of payment for Annual Incentive Awards for the applicable fiscal year.

(c)

Target Compensation after Fiscal Year 2026. Your target award values under the Cash Incentive Plan and the Company’s Equity

Incentive Plan, as amended from time to time, or any successor equity incentive plan (the “Equity Plan”) shall be

reviewed annually by the Board or the Compensation Committee pursuant to the normal performance review policies for the CEO, with

such targets and objectives established by the Board or Compensation Committee in its sole discretion, provided that the Annual Incentive

Award shall not be less than 100% of Base Salary with a guaranteed cash bonus of at least $150,000.

(d)

Employee Benefits. During the Employment Period, you will be entitled to participate in all employee benefit programs, including

without limitation health/medical insurance, for which senior executive employees of the Company are generally eligible, subject to applicable

plans and policies as may be amended from time to time, in the sole discretion of the Board. During the Employment Period, you will be

entitled to 27 days paid time off (“PTO”) during each calendar year, to be used and managed consistent with applicable

Company policy. PTO shall accrue evenly over the course of each calendar year during the Employment Period.

(e)

Expenses. The Company shall reimburse you for all reasonable out-of-pocket business expenses incurred by you on behalf of the

Company during the Employment Period, in accordance with applicable policies of the Company; provided that you properly account

to the Company for all such expenses in accordance with the policies of the Company and the rules, regulations and interpretations of

the U.S. Internal Revenue Service relating to reimbursement of business expenses (“Expenses”).

(f)

Insurance. During the Employment Period, to the extent commercially available, the Company will maintain Directors and Officers

Liability Insurance coverage that includes coverage of you, subject to the terms and conditions of such policy as applicable to other

executive officers of the company, and with limits customary for similarly situated companies.

Termination.

(a)

The initial term of your employment shall be three (3) years from the Effective Date (the “Initial Term”). After the

Initial Term, your employment will be on an at-will basis, for no set period of time. The Employment Period, whether during the Initial

Term or thereafter, (i) will automatically terminate upon your death, (ii) may be terminated by the Company upon Notice of Termination

(as defined in Section 5(f) below) delivered to you as a result of your Disability (as defined in Section 5(h) below), (iii) may be terminated

by the Company upon Notice of Termination at any time for Cause (as defined in Section 5(g) below), (iv) may be terminated by you upon

Notice of Termination for Good Reason (as defined in Section 5(i) below), (v) may be terminated by the Company upon Notice of Termination

without Cause, and (vi) may be terminated by you for any other reason.

(b)

Effective as of the date of any Termination Date (as defined in Section 5(f) below), you shall be deemed, without any further action

on your part, to have automatically resigned from all Company-related positions, including as an officer of the Company and Company Affiliates

and you agree to resign from any positions as a member of the Board of the Company and Company Affiliates (if applicable).

Severance.

(a)

If the Employment Period is terminated by the Company without Cause (other than due to your Disability) or by you for Good Reason, then,

unless Section 5(b) applies, you will be entitled to receive, subject to applicable taxes and withholdings:

(i)

your Base Salary as in effect at the time of such termination to the extent such amount has accrued through the Termination Date (as

defined in Section 5(f) below) and remains unpaid, any accrued and unpaid PTO required to be paid out pursuant to the Company’s

PTO policy and applicable law, all other vested payments, benefits or fringe benefits to which you are entitled to under the Company’s

employee benefit programs, and any unpaid Expenses that have not been reimbursed by the Company as of the Termination Date that were

incurred prior to the Termination Date (the sum of these amounts, the “Accrued Obligations”);

(ii)

an amount equal to the greater of (A) 18 months of your Base Salary and (B) the aggregate amount of Base Salary that would have otherwise

have been paid during the remainder of the Initial Term (if terminated during the Initial Term), which shall be payable in a single lump

sum cash payment within 60 days following the Termination Date;

(iii)

if your Termination Date occurs more than six months after the beginning of the then-current fiscal year (and at least six months after

the Effective Date), a prorated Annual Incentive Award in respect of the fiscal year in which the Termination Date occurs in an amount

equal to the product of (A) the Annual Incentive Award, if any, that you would have received for such fiscal year if you had remained

employed through the date on which the Annual Incentive Award is to be paid, and (B) a fraction, the numerator of which is the number

of calendar days you were employed by the Company during such fiscal year and the denominator of which is 365, which amount shall be

paid in the same manner and at the same time that the Company pays other Company executive incentive awards under the Annual Incentive

Plan for such fiscal year; provided that payment under this subsection (iii) shall not be duplicative of payments that you are entitled

to under the Annual Incentive Plan, and any such amounts payable pursuant to the terms of the Annual Incentive Plan will be deducted

from the payment provided for under this subsection (iii);

(iv)

any time-based vesting equity awards granted to you under the Equity Plan shall immediately become vested upon your Termination Date;

(v)

any performance-based vesting equity awards granted to you under the Equity Plan shall vest according to the terms of the applicable

award agreement, or if not specified in the applicable award agreement, will vest at 100%;

(vi)

the Company will extend the post-termination exercise period with respect to all outstanding stock options granted under the Equity Plan

held by you until the earlier of (A) the date that is two (2) years after the Termination Date, or (B) the original expiration date of

the stock options; and

(vii)

if you timely elect continued coverage pursuant to COBRA, the Company will reimburse you for your individual monthly COBRA premiums until

the earliest to occur of (A) the date that is eighteen (18) months after the Termination Date, or (B) the date on which you are no longer

eligible for COBRA coverage, provided that subsidized COBRA continuation coverage contemplated herein may be subject to taxes and withholdings

to the extent the Company determines necessary to ensure compliance with the non-discrimination requirements of Section 105(h) or other

provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

The

Company’s obligation to make the payments or provide the benefits to you described in clauses (ii)-(vi) of this Section 5(a) is

conditioned upon your executing and delivering, no later than 45 days following the Termination Date (and not revoking), a release relating

to your employment with and service to the Company in favor of the Company, the Company Affiliates and their respective stockholders,

officers, members, managers, directors, employees, subsidiaries and affiliates (the “Release Requirement”) in the

form provided by the Company (a “Release”).

(b)

Change in Control Termination. If the Employment Period is terminated by the Company without Cause (other than due to your Disability)

or by you for Good Reason, in each case, within three months prior, upon or within 12 months following the consummation of a Change in

Control (as defined below), then, subject to your compliance with the Release Requirement (except with respect to payment of Accrued

Obligations, which shall not be subject to such Release Requirement), you will be entitled to receive in lieu of the severance pay and

benefits described in Section 5(a) above:

(i)

the Accrued Obligations;

(ii)

an amount equal to the greater of (A) the aggregate amount of Base Salary that would otherwise have been paid during the remainder of

the Initial Term (if terminated during the Initial Term), and (B) two times (2.0x) the greater of your annual Base Salary immediately

prior to the Termination Date, or your annual Base Salary in effect immediately prior to the Change in Control, which shall be paid in

a single lump-sum cash payment within 60 days following the Termination Date;

(iii)

an amount equal to two times (2.0x) the greater of your target Annual Incentive Award for the year in which the Termination Date occurs

(or if it has not yet been established, the target Annual Incentive Award established for the immediately preceding year), or your target

Annual Incentive Award for the year immediately preceding the year in which the Change in Control occurs, which shall be paid in addition

to any Annual Incentive Award actually earned and payable under the Cash Incentive Plan for the relevant year, in a single lump sum cash

payment within 60 days following the Termination Date;

(iv)

any time-based vesting equity awards granted to you under the Equity Plan shall immediately become vested upon your Termination Date;

(v)

any performance-based vesting equity awards granted to you under the Equity Plan shall vest according to the terms of the applicable

award agreement, or if not specified in the applicable award agreement, will vest at 100%;

(vi)

the Company will extend the post-termination exercise period with respect to all outstanding stock options granted under the Equity Plan

held by you until the earlier of (A) the date that is two (2) years after the Termination Date, or (B) the original expiration date of

the stock options; and

(vii)

if you timely elect continued coverage pursuant to COBRA, the Company will reimburse you for your monthly individual COBRA premiums until

the earliest to occur of (A) the date that is eighteen (18) months after the Termination Date, or (B) the date on which you are no longer

eligible for COBRA coverage; provided that the subsidized COBRA continuation coverage contemplated herein may be subject to taxes and

withholdings to the extent the Company determines necessary to ensure compliance with the non-discrimination requirements of Section

105(h) or other provisions of the Code.

For

purposes of this letter agreement, a “Change in Control” shall be deemed to occur when and only when any of the following

events first occurs: (A) any person other than a Permitted Investor (as defined below), or a group consisting solely of one or more Permitted

Investors, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 55% or more of the combined

voting power of the Company’s then-outstanding voting securities; (B) a majority of the members of the Board are replaced during

any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board prior to the

date of the appointment or election; or (C) the consummation of any merger (other than a merger where the Company is the survivor and

there is no accompanying Change in Control under clauses (A) or (B), consolidation, liquidation or dissolution of the Company, or the

sale of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed

to occur pursuant to clause (A) solely because 50% or more of the combined voting power of the Company’s outstanding securities

is acquired by (I) one or more employee benefit plans maintained by the Company or by any other employer, the majority interest in which

is held, directly or indirectly, by the Company or (II) any person who is the beneficial owner of securities of the Company representing

30% or more of the combined voting power of the Company’s then-outstanding voting securities. For purposes of this paragraph, the

terms “person” and “beneficial owner” shall have the meanings set forth in Sections 3(a) and 13(d) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and in the regulations promulgated thereunder, and “Permitted

Investor” means any of (i) Andrew Fox, (ii) Brett Velicovich, (iii) Roman Vintfeld, (iv) Michael Sinesky, or any entities controlled

by such individual(s) or any trust for the primary benefit of such individual(s), his or her spouse or his or her lineal descendants.

(c)

Termination For Cause, Resignation without Good Reason, Death or Disability. If the Employment Period is terminated by the Company

for Cause, by you other than for Good Reason, or due to death or Disability, (i) the Company will pay you the Accrued Obligations as

of the Termination Date, and (ii) the post-termination exercise period with respect to all outstanding stock options granted under the

Equity Plan held by you will extend until the earlier of (A) the date that is two (2) years after the Termination Date, or (B) the original

expiration date of the stock options, and the Company will have no further obligation to you under this letter agreement with respect

to your employment with the Company.

(d)

Any termination of the Employment Period by the Company (other than termination upon your death) or by you must be communicated by written

notice (in either case, a “Notice of Termination”) to you, if the Company is the terminating party, or to the Company,

if you are the terminating party. For purposes of this letter agreement, “Termination Date” means (i) if the Employment

Period is terminated due to your death, the date of your death and (ii) if the Employment Period is terminated due to your Disability,

by the Company (for Cause or without Cause) or by you (for Good Reason or without Good Reason), the date specified in the Notice of Termination

(which may not be earlier than the date of such Notice of Termination). Notwithstanding anything contained herein to the contrary, you

must provide at least 30 days’ written notice to the Company prior to any intended termination of your employment by you (except

if your termination is for Good Reason, in which case the time periods set forth in the definition of Good Reason apply)); provided,

however, that the Company’s decision to shorten or eliminate the 30-day notice period shall not constitute a termination

by the Company or entitle you to any severance.

(e)

For purposes of this letter agreement, “Cause” means any one of the following: (i) a material breach by you of this

letter agreement or any other written agreement with the Company, (ii) your conviction of, guilty plea to, or confession of guilt of,

a felony, (iii) materially fraudulent, dishonest or illegal conduct by you in the performance of services for or on behalf of the Company

or any of the Company Affiliates, (iv) any repeated conduct by you in material violation of Company written policy, (v) any conduct by

you that is materially detrimental to the reputation of the Company or any of the Company Affiliates, (vi) your misappropriation of funds

of the Company or any of the Company Affiliates, (vii) your gross negligence or willful misconduct or willful failure to comply with

lawful written directions of the Board which directions are within the scope of your duties hereunder, or (viii) your engaging in discrimination,

sexual or other harassment, retaliation, or any conduct involving an act of moral turpitude. A purported termination of your employment

for Cause shall not be effective unless (A) the Company provides written notice to you of the facts alleged by the Company to constitute

Cause and such notice is delivered to you and (B) you have been given an opportunity of no less than 30 days after receipt of such notice

to cure the circumstances alleged to give rise to Cause and the Company has cooperated in good faith with your efforts to cure such condition

or circumstance, but only to the extent that such circumstances are reasonably curable. For avoidance of doubt, the circumstances set

forth in clauses (ii), (iii), (v), (vi) and (viii) are not curable.

(f)

For purposes of this letter agreement “Disability” means any accident, sickness, incapacity or other physical or mental

impairment that prevents you from performing, with or without reasonable accommodation, the essential functions of your position pursuant

to this letter agreement for either (i) 90 consecutive days or (ii) 180 days during any period of 365 consecutive days, in each case

as determined in good faith by the Board. During the time periods specified above, the Company will continue to provide you with the

compensation stated in Section 3 above unless you are receiving disability benefits under a short- or long-term disability plan sponsored

by the Company.

(g)

For purposes of this letter agreement, “Good Reason” means (i) a material diminution in your authority, title, duties

or responsibilities, (ii) the failure of the Company to make all material payments due to you under this letter agreement or otherwise

or (iii) the relocation of your primary office to a location more than 25 miles from your Primary Office. A purported termination of

your employment for Good Reason shall not be effective unless (A) you provide written notice to the Company of the facts alleged by you

to constitute Good Reason and such notice is delivered to the Board no more than 60 days after the occurrence of such event, (B) the

Company has been given an opportunity of no less than 30 days after receipt of such notice to cure the circumstances alleged to give

rise to Good Reason and you have cooperated in good faith with the Company’s efforts to cure such condition or circumstance (which

cooperation will not require you to waive or diminish any of your rights hereunder), but only to the extent that such circumstances are

reasonably curable, and (C) you elect to terminate the Employment Period within 30 days following the end of the Company’s cure

period due to the Company’s failure to cure.

Section 280G. Notwithstanding any other provision of this letter agreement:

(a)

In the event it is determined by the accounting firm that was the Company’s independent auditor (the “Accountant”)

immediately before the consummation of any transaction constituting a change in ownership or effective control of a corporation, or change

in the ownership of a substantial portion of the assets of a corporation (as determined in accordance with the regulations promulgated

under Section 280G of the Code), that part or all of the consideration, compensation or benefits to be paid to you under this letter

agreement or otherwise constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present

value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits

to be paid to you under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the

“Parachute Payments”) exceeds the maximum amount that would not give rise to any excise taxes payable by you under

Section 4999 of the Code, the amounts constituting Parachute Payments which would otherwise be payable to you or for your benefit shall

be reduced to the maximum amount that would not give rise to any excise taxes payable by you under Section 4999 of the Code (the “Reduced

Amount”); provided that such amounts shall not be so reduced if the Accountant determines that without such reduction

you would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under

Section 4999 of the Code), an amount which is greater than the amount that you would be entitled to retain upon receipt of the Reduced

Amount. In connection with making determinations under this Section 6, the Accountant shall take into account any positions to mitigate

any excise taxes payable under Section 4999 of the Code, such as the value of any reasonable compensation for services to be rendered

by you before or after the transaction. You and the Company shall provide the Accountant with such information and documents as the Accountant

may reasonably request in order to make a determination under this Section 6. The Company shall be responsible for all fees and expenses

of the Accountant.

(b)

If the determination made pursuant to Section 6(a) results in a reduction of the Parachute Payments that would otherwise be paid to you

but for the application of this Section 6, the Company or the Accountant shall promptly give you written notice of such determination,

which shall provide detailed supporting calculations. Such reduction in payments shall be made in accordance with Section 409A of the

Code and the following: (i) the Parachute Payments which do not constitute deferred compensation subject to Section 409A shall be reduced

first, and (ii) Parachute Payments that are cash payments shall be reduced before non-cash payments, and (iii) Parachute Payments to

be made on a later payment date shall be reduced before payments to be made on an earlier payment date, unless, to the extent permitted

by Section 409A of the Code, you elect to have the reduction in payments applied in a different order.

(c)

If the initial application of this Section 6 determined that a Reduced Amount would be paid, and notwithstanding that determination,

the IRS determines that any Parachute Payment that was paid constitutes an “excess parachute payment” (as defined by Section

280G(b) of the Code), this Section 6 will be reapplied based on the IRS’s determination, and you will be required to promptly repay

the portion of the Parachute Payments required to avoid imposition of the excise tax payable by you under Section 4999 of the Code. In

the event that you are paid a Reduced Amount and the Accountant, based on controlling precedent or substantial authority, determines

that additional amounts that were not paid or distributed by the Company to or for your benefit pursuant to this letter agreement could

have been so paid or distributed without causing imposition of the excise tax under Section 4999 of the Code to you (an “Underpayment”)

has occurred, any such Underpayment shall be promptly paid by the Company to or for your benefit.

Confidential Information.

(a)

You will not disclose or use at any time any Confidential Information (as defined below in Section 7(c)), whether or not such information

is developed by you, except to the extent that such disclosure or use is required in the performance or exercise by you in good faith

of (i) duties assigned to you under this letter agreement or otherwise by the Board, (ii) rights as an employee, officer, director or

shareholder of the Company or any of the Company Affiliates or (iii) rights under any agreement with the Company or any of the Company

Affiliates.

(b)

You will deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes,

plans, designs, records, reports, computer files and software and other documents and data (and copies thereof) that are Confidential

Information or Work Product (as defined below) or information relating to the business of the Company or the Company Affiliates which

you may then possess or have under your control. Upon request, you will also make available to the Company any smartphones or other devices

on which you store Company information, so that the Company may remove such information. You acknowledge that, in the course of accessing

any such smartphones or other devices for the purpose of removing Confidential Information or Work Product, the Company or its designated

agents may inadvertently view or otherwise become aware of your personal information, data, files, photographs, communications, or other

content unrelated to the Company (collectively, “Personal Information”). You hereby acknowledge and accept this possibility

and agree that such incidental exposure shall not give rise to any claim, cause of action, or liability against the Company, its officers,

directors, employees, agents, or representatives.

(c)

As used in this letter agreement, the term “Confidential Information” means information belonging to the Company or

any of the Company Affiliates that is not generally known or available to the public and that is used, developed or obtained by the Company

or any of the Company Affiliates in connection with its or their businesses, including without limitation (i) information, observations

and data concerning its and their business and affairs, products or services, and fees, costs and pricing structures, (ii) designs, (iii)

analyses, (iv) drawings, designs, photographs, artwork and reports, (v) computer software, including operating systems, applications

and program listings, (vi) flow charts, manuals and documentation, (vii) databases, (viii) information concerning its accounting and

business methods, (ix) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or

not reduced to practice, (x) other copyrightable works, (xi) all production methods, processes, technology and trade secrets, (xii) product

and product candidate formulae and any trade secrets with respect to such products and product candidates and (xiii) all similar and

related information in whatever form.

(d)

Notwithstanding the provisions of this letter agreement to the contrary, you will have no liability to the Company for disclosure of

Confidential Information if the Confidential Information:

(i)

is in the public domain or becomes publicly known in the industry in which the Company or any of the Company Affiliates operates or is

disclosed by the Company or any of the Company Affiliates other than as the result of a breach of this letter agreement or any other

agreement by you; or

(ii)

is required to be disclosed by law, court order, or similar compulsion or in connection with any legal proceeding; provided, however,

that such disclosure will be limited to the extent so required and, subject to the requirements of law, you will give the Company notice

of your intent to so disclose such Confidential Information and will cooperate with the Company in seeking confidentiality protections.

(e)

Notwithstanding the foregoing, nothing in or about this letter agreement prohibits you from (i) filing and, as provided for under Section

21F of the Exchange Act, maintaining the confidentiality of a claim with the Securities and Exchange Commission (the “SEC”);

(ii) providing Confidential Information to the SEC, or providing the SEC with information that would otherwise violate this Section 7,

to the extent permitted by Section 21F of the Exchange Act; (iii) cooperating, participating or assisting in an SEC investigation or

proceeding concerning the Company without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F of the

Exchange Act. Furthermore, you are advised that you shall not be held criminally or civilly liable under any federal or state trade secret

law for the disclosure of any Confidential Information that constitutes a trade secret to which the Defend Trade Secrets Act (18 U.S.C.

Section 1833(b)) applies that is made (A) in confidence to a federal, state or local government official, either directly or indirectly,

or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (B) in a complaint

or other document filed in a lawsuit or proceeding, if such filings are made under seal.

Inventions and Patents. You agree that all inventions, innovations, improvements, technical information, trade secrets, systems,

software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks,

trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or

any of the Company Affiliates’ businesses, research and development or existing products (or products under development) or services

and which are conceived, developed or made by you (whether or not during usual business hours and whether or not alone or in conjunction

with any other person) during your employment with the Company, together with all intellectual property rights therein, including without

limitation any patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights

and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as “Work Product”),

is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing,

(x) the Company or any of the Company Affiliates shall be the sole owner of all right, title and interest in such Work Product, including

without limitation all intellectual property rights relating to such Work Product, without you retaining any license or other residual

right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the

Company pursuant to this letter agreement. You hereby waive and renounce all moral rights related, directly or indirectly, to any such

existing or new Work Product. You will take reasonable steps to promptly disclose such Work Product to the Board and perform all actions

reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including

without limitation the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable

assistance to the Company and the Company Affiliates in connection with the prosecution of any applications for patents, trademarks,

trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

Non-Competition; Non-Solicitation.

(a)

You acknowledge that, in the course of your employment with the Company, you will become familiar with the Company’s and the Company

Affiliates’ trade secrets and other Confidential Information as well as the Company’s customer information and goodwill,

and that your services will be of special, unique, and extraordinary value to the Company and the Company Affiliates. Therefore, you

agree that, during the Employment Period and any other period during which you are employed by the Company or any of its Affiliates,

whether pursuant to this letter agreement or otherwise, plus an additional twelve (12) months after your separation (the “Restriction

Period”) (regardless of the reason for your separation from the Company and whether caused by you or the Company), you will

not (x) in the United States or any other country where, as of the time at issue, the Company or any of the Company Affiliates conducts

business or (y) anywhere else that, during the then prior two-year period, the Company or any of the Company Affiliates has spent time

and resources in connection with expanding its business, directly or indirectly, either on your own behalf or on behalf of any other

person, firm or entity: engage in, or own, manage, operate, work as an employee for, consult with, provide services or financing to,

or join, control or participate in the ownership, management, operation or control of, any business (whether in corporate, proprietorship

or partnership form or otherwise) that is engaged in the business of (i) research and development, manufacturing, marketing, and selling

autonomous systems across air, ground and maritime, and software-defined autonomy capabilities and other similar platforms or (ii) such

other business in which the Company or any Company Affiliates with which you worked was engaged at any time during the then immediately

prior two years.

(b)

Nothing in Section 9(a) will prohibit you from being a passive owner of not more than 2% of the outstanding stock of a publicly-traded

corporation, so long as you have no active participation in the business of such corporation.

(c)

During the Restriction Period, you also will not:

(i)

induce or attempt to induce any customer, supplier or other business relation of the Company or any of the Company Affiliates to cease

doing business with the Company or any of the Company Affiliates, or in any way interfere with the relationship between any such customer,

supplier or business relation, on the one hand, and the Company or any of the Company Affiliates, on the other hand;

(ii)

engage, employ, solicit or contact with a view to the engagement or employment of, any employee, officer or manager of, or full-time

consultant to, the Company or any of the Company Affiliates with which you worked or any person who has been an employee, officer or

manager of, or consultant to, the Company or any of the Company Affiliates with which you worked, if he or she has been in such a role

at any time within the then immediately prior three months; or

(iii)

assist any individual or entity to engage in the conduct referenced in clauses (i) and (ii) immediately above.

10.

Enforcement.

(a)

Because the employment relationship between you and the Company is unique and because you have access to Confidential Information, Work

Product and Company goodwill, you agree that money damages would be an inadequate remedy for any breach of Section 7, 8 or 9. Therefore,

in the event of a breach or threatened breach of Section 7, 8 or 9 (or any portion(s) thereof), you agree that the Company is entitled

to enforce this letter agreement, and hereby specifically consent to entry by a court of a temporary, preliminary and/or permanent injunction

(as well as any other appropriate equitable relief) to prevent any actual or threatened breach by you of said Sections 7, 8, or 9. Nothing

contained in this Section 10, however, shall prohibit the Company from pursuing and recovering any remedies at law or in equity in addition

to injunctive relief, specifically including the recovery of damages. Furthermore, you agree that in the event of a breach of Section

9, the time periods set forth in Section 9 shall be extended by the amount of time that you are in breach. Sections 5, 6, 7, 8 and 9

will expressly survive termination of the Employment Period and this letter agreement.

(b)

The existence of any claim or cause of action by you against the Company and/or any of the Company Affiliates shall not constitute a

defense to the enforcement by the Company of the covenants contained in Section 6(b), 7, 8 or 9, but such claim or cause of action shall

be litigated separately.

11.

Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand,

claim or other communication hereunder will be deemed duly given (a) upon delivery, if delivered personally to the recipient, against

written receipt therefor, or (b) upon the first Business Day after the date sent, if sent priority next Business Day delivery to the

intended recipient by a reputable express courier service (charges prepaid) and addressed to the intended recipient as set forth below:

to the Company, to:

Attention:

Chief Legal Officer

Powerus

Corporation

515

North Flagler Drive, Suite 350

West

Palm Beach, Florida 33401

to you, to the address appearing in the Company’s records.

Any

party hereto may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set

forth above using any other means, but no such notice, request, demand, claim or other communication will be deemed to have been duly

given unless and until it actually is received and acknowledged by the intended recipient. Any party hereto may change the address (or

add new parties and their addresses) to which notices, requests, demands, claims, and other communications hereunder are to be delivered

by giving the other parties hereto notice in the manner set forth in this Section 11.

12.

Representations and Warranties. You hereby represent and warrant to the Company that (a) the execution, delivery and performance

of this letter agreement by you does not and will not conflict with, breach, violate or cause a default under any agreement, contract

or instrument to which you are a party or any judgment, order or decree to which you are subject, (b) you are not a party to or bound

by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other

person or entity that is inconsistent with the provisions of this letter agreement or that would limit you in your duties hereunder,

(c) upon the execution and delivery of this letter agreement by the Company and you, this letter agreement will be a valid and binding

obligation of you and (d) you are able to perform the services described in this letter agreement. The Company hereby represents and

warrants to you that (i) the execution, delivery and performance of this letter agreement does not and will not conflict with, breach,

violate or cause a default under any agreement, contract or instrument to which it is a party or any judgment, order or decree to which

it is subject and (ii) upon the execution and delivery of this letter agreement by the Company and you, such agreements will be valid

and binding obligations of the Company.

13.

Lock-Up Agreement. In connection with a registration with the United States Securities and Exchange Commission under the Securities

Act of the public sale of shares of Common Stock, you shall not sell, make any short sale of, loan, grant any option for the purchase

of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent

of the Company or such underwriters, as the case may be, for such period of time prior to the effective date of such registration and

continuing through and following the effective date of such registration (not to exceed 180 days) as the Company or the underwriters,

as the case may be, shall specify. You agree that the Company may instruct its transfer agent to place stop-transfer notations in its

records to enforce the provisions of this Section. You shall execute a form of agreement reflecting the foregoing restrictions as requested

by the underwriters managing such offering.

14.

General Provisions.

(a)

Severability. It is the desire and intent of the parties hereto that the provisions of this letter agreement be enforced to the

fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly,

if any particular provision of this letter agreement will be adjudicated by a court of competent jurisdiction to be invalid, prohibited

or unenforceable for any reason, such provision, as to such jurisdiction, will be ineffective, without invalidating the remaining provisions

of this letter agreement or affecting the validity or enforceability of this letter agreement or affecting the validity or enforceability

of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not

to be invalid, prohibited or unenforceable in such jurisdiction, it will, as to such jurisdiction, be so narrowly drawn, without invalidating

the remaining provisions of this letter agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(b)

Complete Agreement. This letter agreement and any schedules or exhibits expressly constitute the entire agreement among the parties

hereto with respect to the subject matter hereof and supersedes and pre-empts any prior understandings, agreements or representations

by or among the parties, written or oral, which may have related to the subject matter hereof in any way, except with regard to outstanding

equity awards granted under the Equity Plan, or as expressly set forth in this letter agreement. For the avoidance of doubt, the compensation

and benefits provided upon a termination of employment under this letter agreement shall not result in duplication of compensation or

benefits provided under any other plan, policy, agreement or arrangement, except as specifically provided herein.

(c)

Successors and Assigns. The Company may freely assign this letter agreement, including to any Affiliate or in connection with

any merger or sale of equity or assets, and upon such assignment the references herein to the Company shall be deemed to include the

assignee. You may not assign your rights and obligations under this letter agreement without the prior written consent of the Company.

Except as otherwise provided herein, this letter agreement will be binding upon and inure to the benefit of you and the Company and our

respective successors, permitted assigns, personal representatives, heirs and estates, as the case may be.

(d)

Governing Law. This letter agreement will be governed by and construed in accordance with the domestic laws of Florida, without

giving effect to the choice of law provisions thereof. The parties agree that any dispute under this letter agreement may be brought

in the federal and state courts sitting in Florida and by this letter agreement the parties expressly consent to such courts’ jurisdiction.

(e)

Amendment and Waiver. The provisions of this letter agreement may be amended and waived only with the prior written consent of

the Company (with the approval of the Board) and you, and no course of conduct or failure or delay in enforcing the provisions of this

letter agreement will affect the validity, binding effect or enforceability of this letter agreement or any provision hereof.

(f)

Headings. The section headings contained in this letter agreement are inserted for convenience only and will not affect in any

way the meaning or interpretation of this letter agreement.

(g)

Counterparts. This letter agreement may be executed in counterparts, each of which will be deemed an original and all of which

together will constitute one and the same instrument. The signatures of any of the persons executing this letter agreement may be transmitted

via facsimile or other electronic means and shall be sufficient evidence of the execution of this letter agreement.

(h)

409A Provision.

(i)

The Company and you intend that this letter agreement and the payments and benefits provided hereunder comply in form and operation with

the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder (“Section

409A”), and accordingly, to the maximum extent permitted, all provisions of this letter agreement shall be construed and interpreted

in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(ii)

If a payment under this letter agreement is to be made within a designated period which does not begin and end within one calendar year,

you do not have a right to designate the calendar year of the payment, and the actual date of payment within the specified period shall

be within the sole discretion of the Company. For purposes of Section 409A, each of the payments and benefits that may be made hereunder

is designated as a separate and distinct payment.

(iii)

For purposes of this letter agreement, to the extent required to avoid accelerated income recognition and/or tax penalties under Section

409A, (A) you shall not be considered to have terminated employment with the Company for purposes of any payments under this letter agreement

which are subject to Section 409A until you would be considered to have incurred a “separation from service” from the Company

within the meaning of Section 409A, and (B) if, as of the date of your separation from service, you are a “specified employee”

within the meaning of Section 409A, then to the extent necessary to comply with Section 409A, payment to you of any amount or benefit

that constitutes “nonqualified deferred compensation” under Section 409A and which under the terms of this letter agreement

would otherwise be payable as a result of and within six (6) months following such separation from service shall be delayed until the

date that is six months following your separation from service or, if earlier, the earliest other date as is permitted under Section

409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the

expiration of the six (6) month period or such shorter period, if applicable). The term “specified employee” means an individual

determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

(iv)

Except as otherwise permitted by Section 409A, the benefits and reimbursements provided to you under this letter agreement and any Company

plan or policy during any calendar year shall not affect the benefits and reimbursements to be provided to you under the relevant section

of this letter agreement or any Company plan or policy in any other calendar year, and the right to such benefits and reimbursements

cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv)

or any successor thereto. Further, in the case of reimbursement payments, reimbursement payments shall be made to you as soon as practicable

following the date that the applicable expense is incurred and proper documentation is provided to the Company, but in no event later

than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

(v)

If you incur any tax, interest, or penalty under Section 409A (“409A Taxes”) as a result of the Company’s act

or omission which causes a failure to comply with Section 409A with respect to any Company compensation arrangements with you, the Company

shall indemnify and hold you harmless from and against such 409A Taxes, including by making any additional payments necessary so that

you retain the same after-tax amount that would have been received absent such 409A Taxes. The Company shall have no liability under

this subsection (v) to the extent that the 409A Taxes arise from (i) any action (or failure to act) taken by you, or (ii) a change in

applicable law, published guidance, or interpretation occurring after the effective date of this Agreement, if the Company operated in

good faith and in a manner reasonably consistent with applicable authority existing at the time the relevant action was taken.

(i)

“Business Day” Defined. For purposes of this letter agreement, the capitalized term “Business Day”

shall mean any calendar day other than a Saturday, Sunday or other day on which banks in New York, New York are authorized or required

to be closed.

(j)

Clawback Acknowledgement. This letter agreement and the compensation payable hereunder, as applicable, shall be subject to any

applicable clawback or recoupment policies, stock ownership policies, share trading policies, and other codes of conduct and written

policies that are in place as of the Effective Date and as may be revised or implemented by the Company from time to time as applicable

to officers of the Company. For the avoidance of doubt, notwithstanding any other provision herein, any incentive compensation awarded

to you that is subject to recovery under any law, government regulation, stock exchange listing requirement or recoupment policy adopted

by the Company will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation,

stock exchange listing requirement or recoupment policy adopted by the Company (including a policy adopted by the Company in response

to any such law, government regulation or stock exchange listing requirement).

(k)

Original Employment Letter. This letter agreement replaces and supersedes your letter agreement dated February 1, 2026 with Autonomous

Power Corporation (“APC”), a wholly owned subsidiary of the Company resulting from the transactions under the Merger

Agreement, dated March 8, 2026, by and among the Company (formerly known as Aureus Greenway Holdings, Inc.), APC and the other parties

named therein.

[THE

REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

this letter agreement correctly expresses our mutual understanding, please sign and date a copy of this letter agreement and return it

to the Company.

Very truly yours,

POWERUS CORPORATION

By:

/s/ Jim Biehl

Name:

Jim Biehl

Title:

Chief Legal Officer

The

terms of this letter agreement are accepted

and agreed to as of the date set forth below by:

/s/

Andrew Fox

October

1, 2026

Date

EX-10.2

Filename: ex10-2.htm · Sequence: 6

Exhibit

10.2

POWERUS

CORPORATION

515

North Flagler Drive, Suite 350

West

Palm Beach, Florida 33401

October

1, 2026

Brett

Velicovich

[***]

Dear

Brett:

This

letter sets forth our agreement with respect to your continued employment (hereinafter “letter agreement”) with Powerus

Corporation, a Nevada corporation (the “Company”).

Employment. Your employment with the Company will be upon the terms and conditions set forth in this letter agreement beginning

on October 1, 2026 (the “Effective Date”) and ending as provided in Section 4 (the “Employment Period”).

Position and Duties. During the Employment Period, you will serve as President of the Company and will have the usual and customary

duties, responsibilities and authorities of a person in such position and such other duties assigned to you by the Chief Executive Officer

of the Company (the “CEO”) which are consistent with your position. You will report directly to the CEO. You will

devote your full working time, efforts and attention to, and diligently and conscientiously perform the duties of, such position. In

addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s existing subsidiaries

or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time in the future (collectively,

all such subsidiaries and/or affiliates, including subsidiaries formed after the date hereof, shall be referred to as the “Company

Affiliates”). Except for travel for business purposes, you will be employed, and your primary offices will be located, at your

home office (“Primary Office”). You represent to the Company that you are not subject to or a party to any employment

agreement, non-competition covenant, or other agreement that would be breached by, or prohibit you from executing, this letter agreement

and performing fully your duties and responsibilities hereunder.