EXHIBIT 10.1

[*****] = Certain information contained in this document, marked by brackets, has been omitted because the

registrant customarily and actually treats such information as private or confidential and it is not material.

MASTER SUPPLY AGREEMENT

THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is between East West Manufacturing, LLC, a Georgia limited liability company (“Supplier”), and BK Technologies, Inc., a Nevada corporation (“Buyer”), and is effective as of November 6, 2023. Supplier and Buyer are collectively referred to in this Agreement as the “Parties,” and each individually as a “Party.”

RECITALS

A. Supplier has agreed to be engaged for the design, production manufacturing and sale of certain products for the benefit of Buyer (as further described herein, each a “Product”, together the “Products”).

B. Supplier and Buyer desire to enter into this Agreement to provide master terms and conditions under which, to the extent provided in agreed Purchase Orders (as defined below), Supplier may agree to sell, and Buyer may agree to purchase, Products.

For and in consideration of the mutual promises, conditions and agreements contained herein, the sufficiency of which is hereby acknowledged, and the specifications and provisions set forth in any exhibits attached and hereby incorporated, the Parties mutually agree as follows:

1. Nature of the Agreement; Forecasts; Procurement; Cooperation

1.1 Nature of the Agreement. This Agreement will be a “cost-plus” agreement under which the Parties may enter into multiple specific transactions for the purchase and sale of Products by executing a Purchase Order (“Purchase Order”) for Products, which shall include (a) a list of Products to be purchased, (b) the quantity of each of the Products ordered, (c) the requested delivery date, (d) the unit price for each of the Products to be purchased, (e) the billing address, and (f) the delivery location. No Purchase Order will be binding on the Supplier until it has been accepted by the Supplier in writing. No Party may terminate an accepted Purchase Order, except as set forth in Section 7.1; provided, however, that Buyer may change a scheduled delivery date in an accepted Purchase Order by up to sixty (60) days in the future by providing written notification to Supplier at least thirty (30) days in advance of the original delivery date. All additional terms and conditions included within any Purchase Order provided by the Buyer shall not apply and this Agreement shall govern the purchase and sale of Products in all respects. If there is a conflict between the terms of a Purchase Order and the terms of this Agreement, the terms of this Agreement control.

1.2 Specifications. All Products shall be produced and delivered by Supplier in strict conformity with all Specifications. “Specifications” means the guidelines, testing plans or procedures, drawings, requirements, laws and regulations for the design, composition, safety assurance, manufacture, packaging, or quality control of any Products and components as provided by Buyer to Supplier in writing from time to time prior to or during the term of this Agreement, it being acknowledged that, after the date hereof and subject to Section 2.3, certain changes may be made by Buyer to such Specifications. As of the date hereof, the applicable Specifications are attached hereto as Schedule 1.

1.3 Forecasts & Required Purchase Orders. On a monthly basis, Buyer will provide Supplier with a rolling twelve (12) month Purchase Order forecast (“Forecast”) for its Products (“Forecast Period”). Except as otherwise provided in this Section, the Forecast is non-binding on either Party and to be used for planning purposes only. Supplier will procure components per the provided Forecast and Buyer will be financially responsible for all such material in accordance with Exhibit A. In connection with each Forecast, Buyer shall submit Purchase Orders for Product requirements, in weekly increments for the following one (1) month period and in monthly increments for the subsequent two (2) month period.

1.4 Material Procurement and Inventory.

(a) Exhibit A shall apply to the procurement of Materials and is incorporated herein. Supplier will not procure Materials from vendors or suppliers other than those specified in writing in connection with the Specifications provided from time to time by Buyer to Supplier or otherwise approved in writing by Buyer (“Approved Vendors”). Supplier shall not use any vendors (including any Approved Vendor) without such approval being delivered by Buyer for the specific Materials that have been approved. For purposes of clarity and avoidance of doubt, a supplier or vendor shall only be an Approved Vendor with respect to the Materials that Buyer has specified or granted its written approval and that any approval of an Approved Vendor for one instance shall not constitute an approval of any such supplier or vendor for any other Materials. Notwithstanding the foregoing, Supplier shall be permitted to purchase electronics Materials with approved manufacturer part numbers from any Authorized Vendor.

(b) During the Term, Supplier shall perform (i) periodic cycle counts and (b) annual physical counts of Materials (as defined in Exhibit A) and finished goods inventory of the Products.

1.5 Initial Material Purchase. Supplier shall purchase from Buyer all of Buyer’s on hand materials and components related to the production of the Products (“On Hand Materials”) subject to the provisions of this Section 1.5.

(a) For the purposes of this Section 1.5, the On Hand Materials shall be valued at the price for such On Hand Materials used in calculating the applicable Purchase Price for the Products pursuant to Exhibit B and the associated applicable Product quotations provided by Supplier to Buyer.

(b) All On Hand Materials must be new and unused and not damaged or expired.

(c) Supplier shall only be obligated to purchase On Hand Materials which are necessary for a current bill of materials for the Products.

(d) The aggregate amount of On Hand Materials cannot be more than twelve (12) months of Buyer’s demand for the products as reflected in Purchase Orders.

(e) Supplier shall not be obligated to purchase more than Twelve Million Dollars ($12,000,000) in aggregate On Hand Materials.

(f) Supplier shall purchase and pay for the On Hand Materials pursuant to the following process:

(i) Supplier shall purchase the On Hand Materials in the following tranches: (A) no later than the one (1) month anniversary of the execution of this Agreement, (B) the second no later than the four (4) month anniversary of the execution of this Agreement and (C) subsequent purchases on each of the following one (1) month anniversaries of the execution of this Agreement up to the one (1) year anniversary of the execution of this Agreement (each an “OHM Purchase”). For the avoidance of doubt, Supplier shall make ten (10) total OHM Purchases.

(ii) Prior to each OHM Purchase, Buyer shall deliver to Supplier a statement setting forth all On Hand Materials (the “OHM Availability Statement”).

(iii) Prior to each OHM Purchase, Supplier shall identify those On Hand Materials on the OHM Availability Statement that Supplier desires to purchase for such OHM Purchase (the “OHM Selection Statement”). Subject to the requirements of this Section 1.5, (A) in the initial OHM Purchase, Supplier shall purchase not less than the quantity of On Hand Materials necessary to manufacture Products for ninety (90) days pursuant to Purchase Orders received by Supplier and (B) Buyer shall purchase all un-purchased On Hand Materials in the final OHM Purchase. The purchase price for the OHM Purchases shall be set-off against (i) the amount of any outstanding accounts payable by Buyer to Supplier and (ii) the amount of any excess or obsolete inventory of Buyer currently held by Supplier (solely to the extent not otherwise taken into account pursuant to Section 3.1(b)).

(iv) Not later than five (5) business days after receipt of the OHM Selection Statement, Buyer shall deliver, or cause to be delivered, to Supplier’s Juarez, Mexico facility the On Hand Materials on the OHM Selection Statement.

(v) Not later than five (5) business days after receipt of the applicable On Hand Materials pursuant to Section 1.5(f)(iv), Supplier shall count and sort all materials and components received and deliver to Buyer a statement (the “Non-Qualifying Materials Statements”) identifying any materials and components received which do not qualify as On Hand Materials pursuant to Section 1.5 (the “Non-Qualifying Materials”). Buyer shall have five (5) business days to review the Non-Qualifying Materials Statement and object to any material or component which Buyer believes should qualify as On Hand Materials. If Buyer does not object to the Non-Qualifying Materials Statement within such five (5) business day period, then it shall be deemed accepted. If Buyer does object to the Non-Qualifying Materials Statement within such five (5) business day period, then the Parties shall work together in good faith to resolve such disagreement and, if not resolved, the Parties may mutually agree to select an independent third-party to resolve such disagreement or otherwise resolve such dispute pursuant to Section 8.2. Supplier shall make any Non-Qualifying Materials available to Buyer for pick-up or shipment at Buyer’s cost and expense. The value of any Non-Qualifying Materials purchased by Supplier pursuant to an OHM Purchase shall be deducted from the payment for the final OHM Purchase.

(vi) Supplier shall pay for the On Hand Materials delivered to Supplier pursuant to each OHM Purchase within sixty (60) calendar days of receipt of such On Hand Materials.

1.6 Minimum Quantity. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase not less than the quantities of Products identified on Exhibit B, which is incorporated herein, during the first three (3) years of the Term (as defined below).

1.7 Compliance with Law; TAA Compliance; and Cybersecurity.

(a) Supplier shall comply with all applicable governmental laws, ordinances, codes, rules, regulations and orders in the performance of this Agreement.

(b) All Products will be manufactured in a TAA (Trade Agreements Act) compliant manner. Subject to Buyer’s prior written approval, the Products and all Materials and components used in connection therewith may be produced in and procured from a TAA compliant country. As a government contractor, Buyer is required to comply with the U.S. Government’s regulations and guidelines for cybersecurity and supply chain risk management requirements, including but are not limited to, supplier networks, servers, software, external access controls and firewalls. Supplier acknowledges the foregoing requirements and to the extent applicable to provision of Products by the Supplier, Supplier shall use commercially reasonable efforts to ensure Supplier’s operations are in compliance with applicable regulations and guidelines. Supplier and Buyer will promptly identify any cybersecurity risks associated with this Agreement and the relationship, and based upon that risk assessment, Supplier will put a plan together, to be approved by Buyer in its reasonable discretion, to address the approach and timing to mitigate those risks as promptly as possible.

(c) With respect to the handling and assembly of LiIon battery packs, a certified site using industry standard processes, equipment and safety measures will be exclusively used. Controls will be developed and implemented that include, without limitation, the following: (i) receiving inspection and subsequent storage of cells; (ii) cell handling procedures during product assembly; (iii) subassembly handling procedures post assembly; and (iv) packaging for shipment; (v) LiIon safety fire protection measures, like fire gloves, fire proof canisters, fire retardant blankets, and/or fire suppression systems.

(d) Supplier shall allow for periodic audits on reasonable notice and reasonable intervals to ensure TAA and other regulatory compliance and to ensure that adequate controls are effectively implemented and actively being maintained.

1.8 Cost Improvement Initiatives. Supplier will work in good faith to implement cost reduction and efficiency measures during the Term in order to reduce costs and obtain production efficiencies (“Cost Improvements”) and, subject to this Section 1.8, Supplier shall use good faith efforts to cause total Cost Improvements of (a) [*****] by the end of the first year of the Term, (b) [*****] by the end of the second year of the Term and (c) [*****] by the end of the third year of the Term. In the event that any Cost Improvement requires material expenditures by Supplier, then Supplier and Buyer shall mutually agree whether to undertake such Cost Improvement. If the Parties mutually agree to undertake a Cost Improvement, then the cost improvement shall be allocated [*****] percent ([*****]%) to Supplier until Supplier is reimbursed for the expense of such Cost Improvement; and thereafter, the Cost Improvement shall be shared [*****] percent ([*****]%) by Supplier and [*****] ([*****]%) by Buyer; provided, however, Supplier shall not be entitled to any share of Cost Improvements contemplated by the Purchase Prices set forth on Exhibit B (or otherwise included within the quotations provided by Supplier to Buyer prior to the date of this Agreement).

1.9 Safety Stock. During the Term, Supplier shall hold sixty (60) days of raw material safety stock for raw materials with lead times greater than one hundred twenty (120) days as determined in accordance with the Forecasts (“Raw Material Safety Stock”), subject to Exhibit A, at Supplier’s cost and expense. In addition, until the first anniversary of the full production of the Products transferring from Buyer to Supplier, Supplier shall hold sixty (60) days of finished goods inventory of the Products as determined in accordance with the Forecasts (“Finished Good Safety Stock”). Buyer shall issue a Purchase Order for one half of such Finished Good Safety Stock to Supplier. Supplier shall invoice Buyer for one half of such Finished Good Safety Stock upon completion in accordance with Section 3.3 (and for the purposes of Section 3.3 the Point of Destination shall be the Supplier’s facility as mutually agreed by the Parties). Supplier shall hold such one half of such Finished Good Safety Stock. Supplier may utilize all Raw Material Safety Stock and Finished Good Safety Stock, at Supplier’s sole discretion, to deliver Products within agreed upon delivery dates; provided, Supplier shall replenish such Raw Material Safety Stock and Finished Good Safety Stock in accordance with this Section 1.9. Upon the first anniversary of the full production of the Products transferring from Buyer to Supplier, the Parties shall meet in good faith to evaluate the required levels of Raw Material Safety Stock and Finished Good Safety Stock.

1.10 Exclusivity. During the Term, and subject to the terms and conditions of this Agreement, Buyer shall purchase the entirety of its third-party production requirements for the Products from Supplier and Supplier shall not sell (a) products to any third party it knows or in the exercise of reasonable diligence should know produces a product identical or Similar Products and (b) any parts of the Products that have been designed by Buyer or designed by Supplier for Buyer. For the purpose of this Section 1.10, “Similar Products” shall mean products which have the same functionality, customer base and market as the Products. Buyer shall have the right to source Products from an alternative vendor in the event that pricing of the Products materially increases without a reasonable demonstration by Supplier of “justified cause.” In addition, for a period of five (5) years following the Term, Supplier shall not sell any direct replacement part for a Product to any third party.

1.11 New Products. Buyer reserves the right to manufacture Products for its own account during the Term. In the event that Buyer desires to retain a third party to manufacture new products not covered by this Agreement during the Term other than OEM products that are designed and developed by the OEM for Buyer (“New Products”), Buyer shall in good faith provide Supplier with the first option to enter into an agreement to manufacture such New Products on Market Standard Competitive Terms. The term “Market Standard Competitive Terms” shall mean terms such that Buyer cannot obtain that New Product with substantially similar specifications from a third party at a total cost to Buyer (“Total Buyer Cost”) that is less that the Total Buyer Cost of obtaining the New Product in accordance with the terms and conditions of this Agreement. For purposes of determining Total Buyer Cost, Buyer will take into account relevant economic factors, including the price quoted for the New Product, the quality of component parts included in the New Product, the capability and reliability of supplier or suppliers being utilized, the development costs relative to the New Product value, the conformance with specifications desired by Buyer with respect to the New Product, and the average useful life of the New Product.

1.12 Cooperation. Buyer shall reasonably cooperate with Supplier in the performance of the services and in connection with the manufacturing of the Products hereunder. Any delay in such cooperation may result in a delay in the delivery of the Products or additional costs and expenses to Buyer. In the event that any right or obligation of Supplier is conditioned upon the approval of Buyer, Buyer’s delay in providing such approval by more than thirty (30) days after the receipt of written notice thereof shall be deemed a waiver of Buyer’s right to consent or authorize Supplier to exercise such right without Buyer’s consent.

1.13 QBR. Buyer and Supplier shall meet not less than once per calendar quarter to discuss the performance of the parties pursuant to the Agreement (“QBR”). During the QBR, the parties shall discuss, among other things, (a) on time delivery performance, (b) any penalties for delay in accordance with Section 2.5, (c) Forecasts, (d) quality metrics, (e) planned, completed and to be implemented cost improvements and inventory levels.

2. Delivery, Risk of Loss and Inspection; Changes

2.1 Risk of Loss and Title Transfer. The parties agree that the applicable Incoterms shall be FOB West Melbourne, Florida facility (the “Point of Destination”) with shipping paid by Buyer to the Point of Destination. Supplier shall bear risk of loss for each Product until delivery of such Products at the Point of Destination (provided, Buyer pays shipping from the Point of Destination). Notwithstanding anything else to the contrary, title to the Products shall transfer upon delivery of the applicable Products to the Point of Destination.

2.2 Inspection and Acceptance or Rejection. Upon delivery at the Point of Destination, Buyer shall inspect the Products within twenty-one (21) business days after delivery (the “Inspection Period”), and either accept or, only if the Products do not fully conform to the Specifications, reject the Products. Buyer will be deemed to have accepted the Products unless it rejects the Products within the Inspection Period, stating the reasons for the rejection including reasonable evidence of the failure of the Products to meet the Specifications. If Buyer rejects the Products in accordance with this Section 2.2, Supplier shall elect, at its expense, either to promptly (a) repair or replace the Products that fail to meet the Specifications or (b) refund to Buyer the amount paid for those Products rejected by Buyer.

2.3 Change Orders. Buyer may request in writing a change to the manufacturing requirements, Specifications, quantity, packing or delivery details for a Product. Supplier will acknowledge receipt of such request within forty-eight (48) hours of receipt of such request and will reply within five (5) business days with any impact on the Purchase Price, delivery dates or other impacts on the Product associated with such requested change; provided, Supplier will respond as soon as practicable if such response requires a response or input from a third-party. If Buyer accepts such impact within five (5) business days, then the Parties will execute a mutually written agreement memorializing such changes. If Buyer does not accept such change, then the Purchase Order shall not be modified.

2.4 Consigned Equipment. Buyer shall deliver to Supplier certain testing equipment and Buyer assembly fixtures and tooling for use in the production of the Products as identified on Exhibit C (the “Consigned Equipment”). Such Consigned Equipment will be delivered to Buyer with asset tags identifying such Consigned Equipment as the property of Buyer. Buyer shall retain ownership and title to the Consigned Equipment at all times. Buyer may audit the Consigned Equipment in accordance with Section 8.12. Buyer shall be responsible for all maintenance and replacement (including wear and tear and end of life replacement) costs associated with the Consigned Equipment. Supplier will perform routine preventive maintenance of the Consigned Equipment in accordance with written instructions provided by Buyer to Supplier. Supplier has no title to and no power to transfer title to or grant any interest in the Consigned Equipment and shall not pledge, encumber, grant a security interest or lien in any of the Consigned Equipment. Supplier shall ensure that the Consigned Equipment remains free and clear of any and all liens, claims, interests and encumbrances (other than those created by Buyer, if any) and shall defend, indemnify and hold Buyer harmless for any loss, damages, claims or breaches of any covenant contained in this Section 2.4. Buyer shall have the absolute right to obtain the return of the Consigned Equipment at any time on written demand and is hereby authorized to file a financing statement and take other actions to ensure that its right, title and ownership in the Consigned Equipment are adequately protected.

2.5 Delays. In the event that Supplier fails to deliver Products to the Point of Destination by the delivery date set forth in a Purchase Order which has been issued by Buyer in accordance with this Agreement and accepted by Supplier in accordance with Section 1.1, then Supplier shall issue to Buyer a credit equal to (a) if the Product is delayed by [*****] ([*****]) to [*****] ([*****]) business days, [*****] percent ([*****]%) of the Purchase Price of the delayed Products, (b) if the Product is delayed by greater than [*****] ([*****]) business days, [*****] percent ([*****]%) of the Purchase Price of the delayed Products (the “Delay Credit”). The Delay Credit shall be determined and issued on a calendar quarterly basis. The Delay Credit shall be Buyer’s sole and exclusive recourse in the event of a delay. Notwithstanding the foregoing, no Delay Credit shall be due in the event that the delay is caused by or attributable to any Material (as defined in Exhibit A) which has a single source sub-supplier; provided that, (a) Supplier has issued twelve (12) month rolling forecasts to such sub-supplier in accordance with the Forecasts provided by Buyer to Supplier pursuant to Section 1.3, (b) Supplier has taken commercially reasonable efforts to resolve long lead time Material (as defined in Exhibit A) delays, including working with sub-suppliers to expedite Materials and approaching alternative sources to check for Material availability and (c) Supplier has exhausted its Raw Material Safety Stock for such item of delayed Material. In the event of any delays resulting in a Delay Credit, Supplier shall provide to Buyer a corrective and preventive action plan and root cause analysis addressing such delay.

3. Purchase Price, Payment and Taxes

3.1 Securities Purchase. In conjunction with this Agreement, Buyer and Seller shall enter into a Stock Purchase Agreement and a Warrant on the terms and conditions set forth therein.

3.2 Purchase Price. For all Products purchased by Buyer under the Purchase Order, Buyer shall pay to Supplier the total purchase price amount set forth in each accepted Purchase Order (the “Purchase Price”) in accordance with the payment terms set forth in this Section 3. The purchase prices effective as of the date hereof are attached hereto as Exhibit B. The Purchase Price shall not include any amounts payable for idle capacity of Supplier unless Buyer authorizes Seller, in writing, to maintain labor during gaps in production runs of the Products (in which case such idle costs shall be invoiced to Buyer).

3.3 Payment Terms/Invoices. Upon delivery of Products to the Point of Destination conforming to Purchase Order, Supplier may invoice Buyer for the Purchase Price, in accordance with the terms of the Purchase Order. Any amount for which Supplier properly invoices Buyer are payable by Buyer within sixty (60) calendar days after Buyer receives Supplier’s invoice (each a “Due Date”). Buyer shall make all payments in the currency identified in the applicable invoice. Buyer shall make each payment in accordance with the payment instructions set forth in the invoice issued by Supplier, without any set-off, withholding, deduction or reduction for any Transaction Taxes (as defined below). Buyer shall notify Supplier in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within thirty (30) calendar days after Buyer’s receipt of the invoice. Buyer will be deemed to have accepted all invoices for which Supplier does not receive timely notification of dispute and shall pay all undisputed amounts by the applicable Due Date.

3.4 Transaction Taxes. All prices set forth in the Purchase Order are exclusive of any taxes, including present and future state, county, city and district sales and use, transfer, goods and services, excise, gross receipts, business and occupation, withholding or similar taxes (collectively, “Transaction Taxes”), which are the sole responsibility and liability of Buyer. Each invoice that Supplier issues to Buyer may also include, to the extent applicable, the amount of any Transaction Taxes for which Buyer will pay Supplier for collection by Supplier on behalf of any taxing authority.

4. Force Majeure

4.1 Force Majeure. Neither Party shall be in default on account of delays in or prevention of its performance by reason of any act of God, fire, natural disaster, accident, strike or work stoppage, epidemics, quarantines, pandemics, act of terrorism, war, act of government, delays in the delivery of materials, components or supplies or any other cause that is not foreseeable and beyond the reasonable control of such Party and not occasioned by such Party’s fault or negligence (“Force Majeure”), provided that such Party gives the other Party written notice thereof promptly and, in any event, within ten (10) business days of discovery thereof. Notwithstanding the foregoing, each Party shall exert its commercially reasonable efforts to mitigate the impact of a Force Majeure event upon the other Party. Should such Force Majeure event result in either Party’s inability to perform in accordance with this Agreement for more than ninety (90) days, the other Party shall have the option to terminate this Agreement upon written notice. In no event will a Force Majeure event include any inability to make payments as required under a Purchase Order.

5. Warranties

5.1 Product Warranty. Supplier warrants that Products will be (i) manufactured in accordance with this Agreement; (ii) in strict compliance with the manufacturing Specifications; and (iii) free from defects in Supplier’s workmanship under normal use and operation. For the avoidance of doubt, Supplier does not provide any warranty with respect to failure to meet Specifications due to design. The above warranty will remain in effect for a period of twelve (12) months from the date any Product is delivered to Buyer (the “Warranty Period”). Supplier will manage all warranties provided by Material suppliers and all such warranties shall pass through to Buyer but Supplier does not independently warrant Materials.

5.2 Processing of Returns. Buyer shall initially receive all returned Products from third-party purchasers or users. Upon receipt, Buyer shall evaluate the returned Product for defects and, if any, deliver the defective Product to Supplier along with information regarding the defect. Upon receipt of the defective Product from Buyer, Supplier shall evaluate the defective Product. In the event the defect in the defective Product is due to workmanship of Supplier, then Supplier shall reimburse freight costs of Buyer in shipping such defective Product.

5.3 Repair or Replacement of Defective Product. As a sole remedy, Supplier shall, at its election, either repair or replace any Product that contains a defect caused by a breach of the warranty set forth in Section 5.1. If Buyer desires to return a Product based on a breach of the warranty set forth in Section 5.1 (“RMA Product”), Buyer will send a request to Supplier and Supplier will provide Buyer with an RMA number. Buyer will return the allegedly defective Product to the Supplier’s facility, specifying the RMA number and including documentation describing the nature of the defect, how it was discovered and under what conditions it occurred. Supplier will analyze any such RMA Product and, if a breach of warranty is found, then Supplier will promptly repair or replace the RMA Product following receipt by Supplier of the RMA Product and all required associated documentation. In the event a defect is found, Supplier will reimburse Buyer for the reasonable cost of transporting the RMA Product to the Supplier’s facility and Supplier will promptly ship the repaired RMA Product or its replacement to Buyer. All repaired Products will be warranted for a period of one hundred twenty (120) days from the date of shipment to Buyer or the remainder of the original Warranty Period, whichever is greater. If no defect is found, Buyer will reimburse Supplier for all reasonable fees, costs, and expenses incurred by Supplier in handling the non-defective item, and transportation costs to and from the Supplier facility will be borne by Buyer.

5.4 Exclusions from Warranty. Notwithstanding anything in this Agreement to the contrary, the warranty set forth in Section 5.1 shall not apply to any failure of a Product as a result of (a) the Product having been altered or changed after shipment and delivery by Supplier; (b) improper maintenance, installation or service, operation or use contrary to furnished instructions; (c) improper storage of Products; (d) any abuse, misuse, neglect or negligence by Buyer, its affiliates or end users of Products or (e) any specific requirements for the manufacture of the Product, including the Specifications in the Product documentation, which were supplied by Buyer to Supplier.

5.5 LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN SECTION 5.1 IS THE SOLE WARRANTY PROVIDED BY SUPPLIER AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS SPECIFICALLY DISCLAIMED.

6. Indemnity; Limitation of Liability; Remedies

6.1 Indemnity. Subject to the terms and conditions of this Agreement, including those set forth in the remainder of this Section 6, each Party (as “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out or resulting from any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity or otherwise, of a third party or a Party for: (a) any grossly negligent act or omission of Indemnifying Party or its agents, employees, or subcontractors (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; (b) any bodily injury, death of any person or entity or damage to real or tangible personal property caused by the negligent acts or omissions of Indemnifying Party; or (c) any failure by Indemnifying Party to comply with any applicable laws. Without limiting the foregoing and without regard to any remedy or claim contained in elsewhere in this Agreement, Supplier shall indemnify Buyer and other Indemnified Parties for any and all Losses attributable to any bodily, injury, death of any person or entity or damage to real or tangible personal property attributable to the failure of any Product to conform to the Specifications. Notwithstanding anything to the contrary in this Agreement, this Section 6 does not apply to any claim (direct or indirect) for which a sole or exclusive remedy is provided for under another section of this Agreement.

6.2 Indemnification Procedure. When an Indemnifying Party is required to indemnify an Indemnified Party for a third- party claim, the Indemnifying Party shall assume on behalf of such Indemnified Party, and conduct with due diligence and in good faith, the defense of any claim against such Indemnified Party, whether or not the Indemnifying Party is joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party will be in charge of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations in the Purchase Order or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the associated fees and expenses (including attorneys’ fees and legal costs) shall be at the expense of such Indemnified Party. Notwithstanding the foregoing, if (a) the Indemnified Party has reasonably concluded, acting in good faith and on the advice of counsel, that there exists a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (b) the Indemnifying Party fails to contest the claim in good faith by appropriate proceedings within a reasonable time following written demand from the Indemnified Party, then the Indemnified Party may, upon written notice to the Indemnifying Party, assume control of the defense or settlement of the claim and to use its own counsel, the fees and expenses (including reasonable attorneys’ fees and legal costs) of which the Indemnifying Party to the Indemnified Party will pay or reimburse. No Indemnifying Party may settle any such claims or actions in a manner which would require any action or forbearance from action by any Indemnified Party or impose criminal liability on such Indemnified Party without the prior written consent of the Indemnified Party, which consent the Indemnified Party may not unreasonably withhold, condition or delay.

6.3 CONSEQUENTIAL DAMAGES. WITHOUT LIMITING BUYER’S EXPRESS OBLIGATIONS WITH RESPECT TO THE WARRANTIES AND WITHOUT IMPAIRING A PARTIES’ RIGHTS TO ASSERT CLAIMS UNDER OR IN CONNECTION WITH ANY INSURANCE POLICY OR CONTRACT, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, EXEMPLARY, PPRODUCTIVE, OR SPECIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, OPPORTPRODUCTY, REVENUE, GOODWILL, FINANCING, OR USE OF PRODUCTS IN CONNECTION WITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PURCHASE ORDER, WHETHER SUCH LIABILITY ARISES IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE.

6.4 LIMITATION OF LIABILITY. EXCEPT FOR LOSSES THAT MAY ARISE IN SECTION 6.1, IN NO EVENT SHALL EITHER PARTY’S (OR SUCH PARTY’S AFFILIATES) AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES (FOR ANY CAUSE WHATSOEVER, INCLUDING DELAY, BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THE PURCHASE ORDER EXCEED AN AGGREGATE AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE AGGREGATE PURCHASE PRICE UNDER THE APPLICABLE PURCHASE ORDER.

6.5 Additional Remedies. In addition to any other remedy available to Supplier under this Agreement, at law or in equity (which Supplier does not waive by the exercise of any rights under this Agreement), (i) if Buyer fails to fulfill the terms of payment; (ii) if bankruptcy, insolvency or similar proceedings are instituted by or against Buyer in any jurisdiction; (iii) if Buyer makes an assignment for the benefit of creditors or similar actions are taken under any applicable law; or (iv) if, at any time, Supplier determines in its sole discretion that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory, Supplier may, at its option, take any or all of the following actions: (A) suspend or cancel deliveries until all payments are made in full; (B) reclaim delivered Product that has not been paid for by Buyer; (C) change terms of payment for any future deliveries of Products, including placement of Buyer on a cash-in-advance status; (D) exercise rights of recoupment or setoff with respect to any sums due by Supplier or its Affiliates to Buyer or its Affiliates; (E) for any future deliveries, require Buyer to post a letter of credit or other security reasonably satisfactory to Supplier to secure Buyer’s obligations hereunder; (F) initiate legal action to recover sums due and owing from Buyer, including all interest and penalties thereon; and/or (G) (I) solicit Buyer’s customers for sales of Product in Supplier’s inventory and manufactured from materials purchased on or before the date of such termination and (II) sell such Products to such customers directly and without any involvement of Buyer. In addition, Buyer shall pay interest on all late payments (whether during the term or after the expiration or earlier termination of this Agreement), calculated daily and compounded monthly, at the lesser of the rate of two percent per month or the highest rate permissible under applicable law. Buyer shall also reimburse Supplier for all costs incurred by Supplier in collecting any late payments, including attorneys' fees and court costs.

6.6 Default or Failure to Pay of BK. In addition to any other remedy available to Supplier under this Agreement, at law or in equity (which Supplier does not waive by the exercise of any rights under this Agreement), if Buyer fails to timely make any payments required pursuant to this Agreement and in any such case such failure is not cured within ten (10) business days following Buyer’s receipt of written notice of such failure, Supplier may make a written request (an “Issuance Request”) for Buyer to issue (each, an “Issuance”) to Supplier (or any of its affiliates) a number of shares of Buyer’s common stock (“BK Stock”) equal to the quotient obtained by dividing (a) the amount of such required payment, by (b) the product of (i) the average closing price of BK Stock for the one hundred twenty (120)-day period immediately preceding Buyer’s receipt of notice of such failure multiplied by (ii) the Issuance Factor (as defined below). Each Issuance shall be made pursuant to a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Each Issuance shall be effectuated by Buyer within ten (10) business days of receipt of the Issuance Request, provided that at the time of each Issuance, Supplier qualifies as an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and provided further that each Issuance otherwise complies, and Buyer shall take good faith efforts to cause each Issuance to comply, with applicable securities laws and the rules and regulations of the NYSE American (or other exchange on which the BK Stock is then trading). The Parties agree to use their respective commercially reasonable efforts to cooperate to effect each Issuance, to enter into any agreements and to make such representations and warranties as may be necessary to effect each Issuance in compliance with applicable laws. No fractional shares will be issued in connection with any Issuance hereunder. Instead, any fractional balance will be rounded up to the next whole share. As used herein, “Issuance Factor” shall mean (y) for the issuance of BK Stock for the initial Issuance Request, 95%, and (z) for each subsequent issuance of BK Stock for each subsequent Issuance Request, an amount equal to the Issuance Factor for the immediately preceding issuance reduced by 5%, provided in no event shall the Issuance Factor be less than 50%.

By way of example:

■ If Supplier makes an initial Issuance Request, and if Buyer owes but does not timely pay $50,000 as required by the terms of this Agreement, and if the average closing price of BK Stock for the 120-day period immediately preceding Buyer’s receipt of written notice of such failure is equal to $12.50, then the Issuance Factor shall equal 95% and Buyer shall issue 4,211 shares of BK Stock to Supplier, calculated as follows: $50,000 / ($12.50 * 0.95) = 4,211; and

■ If Supplier makes a third Issuance Request, and if Buyer owes but does not timely pay $75,000 as required by the terms of this Agreement, and if the average closing price of BK Stock for the 120-day period immediately preceding Buyer’s receipt of written notice of such failure is equal to $12.55, then the Issuance Factor shall equal 85% and Buyer shall issue 7,031 shares of BK Stock to Supplier, calculated as follows: $75,000 / ($12.55 * 0.85) = 7,031.

7. Term and Termination

7.1 Term. Unless sooner terminated in accordance with Section 7.2 below, this Agreement shall be effective as of the date set forth above and continue for a period of three (3) years (the “Term”).

7.2 Mutual Termination Rights. Each Party may, upon written notice to the other Party, and in addition to any other rights and remedies provided hereunder, terminate this Agreement and any Purchase Order in the event of any of the following:

(a) immediately, if the other Party ceases business in the ordinary course or becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a bankruptcy, receivership, or similar proceedings; or

(b) the other Party is in material breach of its obligations under this Agreement or any Purchase Order and the other Party fails to cure that material breach or, if the material breach is not a breach of the obligation to make payment under this Agreement, commence to cure that breach, in each case within thirty (30) days after receipt of notice thereof.

7.3 Survival. Sections 3, 5, 6, 7 and 8 shall survive termination or expiration of this Agreement. The expiration or termination of this Agreement shall not relieve the Parties from any liability arising from any breach of this Agreement prior to such expiration or termination or any indemnification obligation arising from facts and circumstances prior to such termination or expiration.

8. Miscellaneous

8.1 Governing Law. This Agreement and each Purchase Order shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provisions. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the U.S. Uniform Commercial Code.

8.2 Dispute Resolution. Prior to submitting any dispute for arbitration, the chief executive officer of each Party shall negotiate, in good faith, a resolution of such dispute. In the event the Parties are unable to resolve any dispute by negotiations within thirty (30) days, the Parties shall submit the dispute to binding arbitration before a single arbitrator agreeable to both Parties. If the Parties cannot agree on an arbitrator within thirty (30) Business Days after the commencement of the arbitration, each Party shall select an arbitrator, who is not employed by or a consultant to either Party, and the two selected arbitrators will select a third arbitrator, who is not employed by or a consultant to either Party. Any arbitrator chosen hereunder must have reasonable educational training and reasonable scientific, patent, and/or industry experience relevant to the particular dispute. The arbitrator’s decision will be binding on the Parties and will be final and non-appealable. Any decision by the arbitrator will not be interpreted as an admission against interest of any Party and will not be admissible as evidence in any subsequent court action with a third party. The non-prevailing Party shall pay the costs of the arbitrator in such arbitration.

8.3 Confidentiality. Each Party (the “Receiving Party”) shall hold all Confidential Information it receives from the other Party (the “Disclosing Party”) in strict confidence and use the Confidential Information solely as required to fulfill its obligations under this Agreement and will not use the Confidential Information internally for its own purposes or for any other purpose. The Receiving Party shall not disclose the Confidential Information or any derivative thereof to any third party and shall take all reasonable safeguards to prevent the disclosure or misuse of the Confidential Information, including such measures as such Party takes to safeguard its own confidential information. For purposes of this Agreement, “Confidential Information” means all information, whether in written, oral, magnetic, photographic, optical, or other form which has been, or after the date hereof, will be, furnished or disclosed on behalf of the Disclosing Party or otherwise acquired by the Receiving Party, provided that such information (a) has been designated as being confidential, or (b) is otherwise disclosed in such a manner or is of such a character as would put a reasonable person on notice as to the confidential and proprietary nature of the information, including all information relating to the design, use, cost, and purpose of the Products. For the avoidance of doubt, Confidential Information expressly includes any disclosures made by Buyer and information acquired by Supplier in relation to the Products and the business of Buyer, including any discussions which took place and information exchanged before the execution of this Agreement. Confidential Information excludes all information (a) developed by the Receiving Party independently and without the benefit of information disclosed hereunder by the Disclosing Party; (b) lawfully obtained by the Receiving Party from a third party without restriction; (c) publicly available without breach of this Agreement; (d) disclosed without restriction by the Disclosing Party to a third party including the United States Government or (e) disclosed by the Receiving Party with the prior written approval of the originating party. In furtherance of the foregoing, Supplier shall setup a dedicated production cell within its Juarez Mexico facility to support production of the Products (excluding any accessory such as chargers, low-volume items and cables). In the event of any breach of Supplier’s systems or unauthorized access to Supplier’s systems or facilities, in each case, resulting in unauthorized access of Confidential Information of Buyer, Supplier shall provide Buyer with immediate notice of such event and take all necessary steps to identify, mitigate and prevent the cause and impacts of such event and prevent such event from occurring again.

8.4 Intellectual Property. All Specifications, drawings, know how, patents and patent rights, trademarks and trademark rights, trade names, trade name rights, service marks and service mark rights, service names and service name rights, domain names, inventions, copyrights and copyright rights and all pending applications for and registrations of patents, trademarks, service marks and copyrights, industrial designs and any registrations and applications therefore throughout the world, any other intellectual property right, manufacturing and production processes and techniques, and any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world (collectively, the “Intellectual Property”) relating to the Products are, as between the parties, the sole property of Buyer and shall constitute Buyer’s Confidential Information; provided, however, that Supplier shall retain ownership of all Intellectual Property it owned or developed prior to the date of this Agreement or otherwise develops independently of this Agreement. Subject to the terms and conditions hereof, Supplier hereby grants and delivers to Buyer, an irrevocable, fully paid-up, royalty-free, non-exclusive right and license to use any Intellectual Property it owns or has rights to, with respect to the Products (but only in connection with the Products), for so long as any of Buyer (or its successors and assigns) has any rights to operate or sell the Products (the “License”), in each case solely use in connection with the completion, repair, servicing, updating, sale, maintenance or operation of the Products, but for no other purpose. Supplier agrees that it will not, and will not permit or enable others to reverse engineer, decompile, modify or otherwise use the Products for a purpose other than their intended use. All software provided hereunder shall be subject to the terms and conditions of a separate license agreement to be agreed to between the parties. Supplier grants no licenses or rights to use Intellectual Property other than as expressly set forth herein.

8.5 Subcontractors. Supplier may engage subcontractors and suppliers in respect of the performance of any of its obligations under the Agreement, including its affiliates, provided that any such subcontractors and suppliers have been approved in writing by Buyer in advance and are subject to confidentiality and other obligations similar to those undertaken by Supplier in this Agreement.

8.6 Assignment. No Party may assign its rights under this Agreement or a Purchase Order in whole or in part, without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed.

8.7 Entire Agreement. This Agreement, any accepted Purchase Orders, and any exhibits and attachments hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior written or oral understandings and may only be changed by a written amendment executed by both Parties.

8.8 Notices. All notices, demands, and other communications made hereunder will be in writing and will be given either by personal delivery, by nationally recognized overnight courier (with charges prepaid), or by email and registered post to the respective Parties at the addresses set forth on the signature page.

8.8 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

8.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. The Parties agree that the delivery of this Agreement may be affected by means of an exchange of emailed signatures.

8.10 No Partnership. Nothing contained in this Agreement or otherwise shall be deemed or construed to create the relationship of a partnership, franchise or a joint venture between the Parties, or an employee-employer relationship. Supplier is and shall be an independent contractor for all purposes. Neither Party shall have any right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give, or is intended to give any rights of any kind to any third parties and such party shall be a third-party beneficiary.

8.11 Insurance. Supplier shall procure and maintain a policy or policies of insurance covering the Consigned Equipment at all times while located on its premises ensuring such equipment from loss, theft, damage or destruction. Supplier shall also procure and maintain, while Products manufactured during the Term remain in the stream of commerce, a policy or policies of insurance acceptable to Buyer of at least the kinds and minimum amounts necessary to cover general liability (bodily injury and property damage), including product liability, on an occurrence basis, in an amount not less than $1,000,000 per occurrence. Supplier shall name Buyer as an additional insured under such policy(s) and provide a Certificate of Insurance to Buyer on an annual basis to evidence such coverage that includes prior notice to Buyer of any cancellation.

8.12 Buyer Inspection and Audit Rights. Supplier will, at its expense, store and retain all records relating to the Products, including all cost and charge information and all amounts billable and payments made (in accordance with US generally accepted accounting principles), testing and quality control records, financial records reflecting the accuracy of Supplier’s charges and compliance with the terms of this Agreement and will preserve such documents for at least five (5) years after the date of final payment. Buyer may from time to time during the Term (and for a period of twelve (12) months thereafter) audit quality control and financial records and monitor and audit Supplier’s manufacturing and delivery of the Products, to verify compliance with this Agreement. Such auditing and monitoring will take place on reasonable notice and will include the right to inspect any facility being used by Supplier to manufacture the Products and to inspect all relevant records; provided, such audits shall occur during the normal working hours of Supplier and shall not impair or impede Suppliers regular operations. Supplier will reasonably cooperate with Buyer during audits performed under this Section, including furnishing Buyer with copes of all reasonably requested documents. In the event that any such audit identifies any material deficiencies of Supplier to comply with this Agreement (including any Specifications), (a) Supplier shall reimburse Buyer for the reasonable, out-of-pocket cost of such secondary audit, (b) Supplier and Buyer shall meet in good faith to discuss any changes necessary for Supplier to promptly come into compliance with this Agreement (including the Specifications) and (c) if a secondary audit is required to confirm such compliance, then Supplier shall reimburse Buyer for the reasonable, out-of-pocket cost of such secondary audit.

[Signatures appear on the following page.]

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the latest date set forth below.

Exhibit A

Material Procurement Purchase Terms

1. MATERIAL PROCUREMENT

2. MATERIAL COST INCREASES. Supplier agrees to make reasonable efforts to purchase Materials in a cost-effective manner. The cost of the Materials shall be no greater than the cost of the identical materials for any other customer of Supplier. In the event of an increase in the cost of Materials, Supplier shall communicate in writing such increased costs to Buyer, and Buyer’s written consent to proceed with procurement (which may be provided by email) shall constitute Buyer’s agreement to be liable for all such increased costs and Materials subject to such increased costs, including, without limitation, all reasonable costs and expenses associated therewith.

3. INVENTORY CLASSIFICATION AND INVENTORY ALLOWANCE

EXHIBIT 10.2

[*****] = certain information contained in this document, marked by brackets, has been omitted because the

registrant customarily and actually treats such information as private or confidential and it is not material.

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement, dated as of November 6, 2023 (this “Agreement”), is entered into between East West Manufacturing, LLC, a Georgia limited liability company (“East West”), and BK Technologies, Inc., a Nevada corporation (“BK”). East West and BK are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, BK and East West have entered into that certain Master Supply Agreement, dated as of November 6, 2023 (the “MSA”), pursuant to which BK shall purchase and East West shall sell certain Products (as defined in the MSA) on the terms and conditions described in the MSA;

WHEREAS, in connection with the MSA and pursuant to this TSA, East West and BK will work together to transition the manufacturing of the Products and other related goods from BK and its other suppliers to East West and during the period of such transition, East West will support BK in the production of the Products until such time as production can be fully transitioned from BK’s facility to East West’s facilities (the “Purpose”) as more fully described in the MSA and this Agreement; and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the MSA.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, BK and East West hereby agree as follows:

ARTICLE I
SERVICES

Section 1.01 Provision of Services.

(a) East West agrees to provide, or to cause its Affiliates to provide, the services (the “Services”) set forth on the exhibits attached hereto (as such exhibits may be amended or supplemented pursuant to the terms of this Agreement, collectively, the “Service Exhibits”) to BK for the respective periods and on the other terms and conditions set forth in this Agreement and in the respective Service Exhibits. Without limiting the generality of the foregoing, the Services shall consist of East West’s support of BK in the manufacturing of the Products until such time as the Purpose is achieved, and are anticipated to include, as needed: (i) East West’s VP of Operational Excellence and Integration being onsite at BK’s facility, (ii) provide management and oversite to the BK manufacturing operations, (iii) ramp-up of East West production capabilities for the Products, and (iv) such other activities are required for the effective transition of the manufacturing of the Products to East West facilities without interruption. Services will be performed by East West, its Affiliates, or their employees and will not be provided by contractors, subcontractors, or consultants of East West or its Affiliates without the advanced written consent of BK. With the prior written consent of BK, East West may utilize the services of subcontractors and consultants in the performance of the Services; provided that East West will remain liable for all responsibilities and obligations of East West under this Agreement, even if some responsibilities and obligations are performed by East West’s subcontractors and/or consultants.

(b) Notwithstanding the contents of the Service Exhibits, East West agrees to respond in good faith to any reasonable request by BK for access to any additional services that are necessary for the Purpose and which are not currently contemplated in the Service Exhibits, at a price to be agreed upon after good faith negotiations between the parties. Any such additional services so provided by East West shall constitute Services under this Agreement and be subject in all respect to the provisions of this Agreement as if fully set forth on a Service Exhibit as of the date hereof.

(c) The parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, East West agrees to use commercially reasonable efforts to make a transition of the manufacturing of the Products to its own internal organization and facilities, which the Parties anticipate being completed within six (6) months and not exceeding one (1) year.

(d) Subject to Section 2.03, Section 2.04 and Section 3.05, the obligations of East West under this Agreement to provide Services shall terminate with respect to each Service on the end date specified in the applicable Service Exhibit (the “End Date”). Notwithstanding the foregoing, the parties acknowledge and agree that BK may determine from time to time that it does not require all the Services set out on one or more of the Service Exhibits or that it does not require such Services for the entire period up to the applicable End Date. Accordingly, BK may terminate any Service, in whole or in part, upon notification to East West in writing of any such determination.

Section 1.02 Standard of Service.

(a) East West represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and commercial standards generally observed in BK’s industry, and in a timely and professional manner by individuals of suitable experience, training and skill. Subject to Section 1.03, East West agrees to assign sufficient resources and qualified personnel as are reasonably required to perform the Services in accordance with the standards set forth in the preceding sentence. The Services shall comply with specified documentation (including BOM’s, Assembly Docs, and Process Docs) supplied by BK; provided, however, that if East West intends to use, or determines that there are better, more efficient processes or procedures that do not jeopardize but improve safety, quality, cost, or delivery, then East West is encouraged to recommend those processes or procedures to BK for approval.

(b) Except as expressly set forth in Section 1.02(a) or in any contract entered into hereunder, East West makes no representations and warranties of any kind, implied or expressed, with respect to the Services, including, without limitation, no warranties of merchantability or fitness for a particular purpose, which are specifically disclaimed. BK acknowledges and agrees that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the parties and that all Services are provided by East West as an independent contractor.

Section 1.03 Access to Premises; Products; Equipment.

(a) In order to enable the provision of the Services by East West, BK agrees that it shall provide to East West’s and its Affiliates’ employees, at no cost to East West, reasonable access to the facilities, assets and books and records of BK, in all cases to the extent necessary for East West to fulfill its obligations under this Agreement.

(b) East West agrees that all of its and its Affiliates’ employees, when on the property of BK or when given access to any equipment, computer, software, network or files owned or controlled by BK, shall conform to the policies and procedures of BK concerning health, safety and security as established and implemented by BK from time to time and which are made known to East West in advance in writing.

(c) For the avoidance of doubt, all Products produced at the Melbourne Facility (as defined below) utilizing BK’s employees and materials and components owned by BK (and not otherwise purchased by East West pursuant to the MSA) shall be the property of BK. East West will not invoice BK for such Products or charge BK for such Products (other than the fees payable pursuant to this Agreement).

(d) For the shipment of equipment, fixtures and tools that are being provided to East West, upon the mutual agreement of East West and BK, BK will dis-assemble such equipment, fixtures and tools as required for proper shipping, and pack the equipment for shipment to East West facilities at BK’s cost and expense. East West shall send representatives to BK’s facility to be present for the disassembly and packing of such equipment. Shipment methods and required level of packing will be as set forth in the Service Exhibits or as mutually agreed by East West and BK. Upon arrival, BK will assist East West in the re-commissioning the equipment, fixtures and tools, as reasonably requested. Any such equipment, fixtures, and tools that are not purchased by East West pursuant to the MSA, but used during the term of this Agreement, must be returned to BK within a reasonable time frame following the termination or expiration of this Agreement.

ARTICLE II
COMPENSATION

Section 2.01 Facility and Employees of BK.

(a) During the term of this Agreement, BK will continue to maintain its Melbourne, Florida facility (the “Melbourne Facility”), the equipment utilized in the Melbourne Facility and the employees employed at the Melbourne Facility. BK will be solely responsible for the payment of any amounts in connection with the operation of the Melbourne facility (including, without limitation, all rent and taxes). The Melbourne Facility shall be made available to East West in accordance with Section 1.03 above.

(b) During the term of this Agreement and following its termination or expiration, (i) all employees of BK and its Affiliates will remain employees of BK or its Affiliates (as applicable) and shall not be deemed to be employees of East West for any purpose, and (ii) BK or its applicable Affiliate shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker’s compensation, and the withholding and payment of applicable Taxes relating to such employment.

(c) East West shall not be obligated to hire any employees of BK whether during the terms of this TSA or after its expiration or termination.

Section 2.02 Terms of Payment and Related Matters.

(a) As consideration for provision of the Services, BK shall pay East West Forty Thousand Dollars ($40,000) per month that the Services are required (prorated for any partial month). Notwithstanding the foregoing, the total amount payable by BK to East West pursuant to this Section 2.02(a) shall not exceed Two Hundred Forty Thousand Dollars ($240,000).

(b) After the initial six (6) months of this Agreement, in the event that East West or any of its Affiliates incurs reasonable and documented out-of-pocket expenses in the provision of any Service (“Out-of-Pocket Costs”) BK shall reimburse East West for fifty percent (50%) such Out-of-Pocket Costs in accordance with the invoicing procedures set forth in Section 2.02(c).

(c) As more fully provided in the Service Exhibits and subject to the terms and conditions therein:

(i) East West shall prepare and submit monthly invoices to BK’s accounting department via email; and,

(ii) payments pursuant to this Agreement shall be made within thirty (30) days after the date of receipt of an Invoice by BK from East West.

Section 2.03 Reserved.

Section 2.04 Terminated Services. Upon termination or expiration of any or all Services pursuant to this Agreement, or upon the termination of this Agreement in its entirety, East West shall have no further obligation to provide the applicable terminated Services and BK will have no obligation to pay any future compensation relating to such Services (other than for Services already provided in accordance with the terms of this Agreement and received by BK prior to such termination).

ARTICLE III
TERMINATION

Section 3.01 Termination of Agreement. Subject to Section 3.04, this Agreement shall terminate in its entirety (i) on the date upon which East West shall have no continuing obligation to perform any Services as a result of each of their expiration or termination in accordance with Section 1.01(d) or Section 3.02 or (ii) in accordance with Section 3.03.

Section 3.02 Breach. Either Party (the “Non-Breaching Party”) may terminate this Agreement with respect to any Service, in whole but not in part, at any time upon prior written notice to the other Party (the “Breaching Party”) if the Breaching Party has failed (other than pursuant to Section 3.05) to perform any of its material obligations under this Agreement relating to such Service, and such failure shall have continued without cure for a period of fifteen (15) days after receipt by the Breaching Party of a written notice of such failure from the Non-Breaching Party seeking to terminate such service. For the avoidance of doubt, non-payment by BK for a Service provided by East West in accordance with this Agreement and not the subject of a good-faith dispute shall be deemed a breach for purposes of this Section 3.02.

Section 3.03 Insolvency. In the event that either Party hereto shall (i) file a petition in bankruptcy, (ii) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver, (iii) make an assignment on behalf of all or substantially all of its creditors, or (iv) take any corporate action for its winding up or dissolution, then the other Party shall have the right to terminate this Agreement by providing written notice in accordance with Section 6.01.

Section 3.04 Effect of Termination. Upon termination of this Agreement in its entirety pursuant to Section 3.01, all obligations of the parties hereto shall terminate, except for the provisions of Section 2.04, Article IV, Article V and Article VI, which shall survive any termination or expiration of this Agreement.

Section 3.05 Force Majeure. The obligations of East West under this Agreement with respect to any Service shall be suspended during the period and to the extent that East West is prevented or hindered from providing such Service, or BK is prevented or hindered from receiving such Service, due to any of the following causes beyond such Party’s reasonable control (such causes, “Force Majeure Events”): (i) acts of God, (ii) flood, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) Governmental Order or Law, (v) actions, embargoes or blockades in effect on or after the date of this Agreement, (vi) action by any Governmental Authority, (vii) national or regional emergency, (viii) strikes, labor stoppages or slowdowns or other industrial disturbances, (ix) shortage of adequate power or transportation facilities, or (x) any other event which is beyond the reasonable control of such Party. The Party suffering a Force Majeure Event shall give notice of suspension as soon as reasonably practicable to the other Party stating the date and extent of such suspension and the cause thereof, and East West shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Neither BK nor East West shall be liable for the nonperformance or delay in performance of its respective obligations under this Agreement when such failure is due to a Force Majeure Event. The applicable End Date for any Service so suspended shall be automatically extended for a period of time equal to the time lost by reason of the suspension.

ARTICLE IV
CONFIDENTIALITY

Section 4.01 Confidentiality.

(a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose the other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each Party hereto shall use the same degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any Party receiving any Confidential Information of the other Party (the “Receiving Party”) may use Confidential Information only for the Purpose. Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing Party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order.

(b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; or (iii) was developed by it independently without any reliance on the Confidential Information.

(c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

ARTICLE V
INDEMNIFICATION; LIMITATION ON LIABILITY

Section 5.01 Indemnification. Each Party (the “Indemnifying Party”) will indemnify, defend, and hold the other Party, its respective shareholders, members, officers, directors, administrators, managers, personnel, successors and assigns (each, an “Indemnified Party”) harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys’ fees, that arise out of or relate to (a) the gross negligence, willful misconduct or fraud of the Indemnifying Party; (b) the breach of the Indemnifying Party’s confidentiality or security obligations hereunder; (c) the breach of the Indemnifying Party’s representations or warranties hereunder; (d) the failure by the Indemnifying Party to comply with any applicable laws, rules and regulations; and (e) any payments, compensation, damages, or other amounts, however characterized or determined, to a third party, which the Indemnified Party has reimbursed or may be obligated to pay as a result of any of the foregoing or any other breach of this Agreement by the Indemnifying Party. For purposes of this section, the acts or omissions of a Party’s or its Affiliates’ employees, consultants, subcontractors, agents and representatives shall be deemed the acts or omissions of that Party.

Section 5.02 Limitation on Liability. In no event shall either Party have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and whether or not arising from the other Party’s sole, joint, or concurrent negligence, strict liability, criminal liability or other fault. BK acknowledges that the Services to be provided to it hereunder are subject to, and that its remedies under this Agreement are limited by, the applicable provisions of Section 1.02, including the limitations on representations and warranties with respect to the Services.

ARTICLE VI
MISCELLANEOUS

Section 6.01 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.01):

(a) if to East West:

East West Manufacturing, LLC

4170 Ashford Dunwoody Road, Suite 560

Atlanta, GA 30319

Email: [*****]

Attention: Scott Ellyson, CEO

with a copy (which shall not constitute notice) to:

East West Manufacturing, LLC

4170 Ashford Dunwoody Road, Suite 560

Atlanta, GA 30319

Email: [*****]

Attention: Jonathan Picard, General Counsel

(b) if to BK:

BK Technologies, Inc.

7100 Technology Drive

West Melbourne, Florida 32904

E-mail: [*****]

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Holland & Hart LLP

222 South Main Street, Suite 2200

Salt Lake City, UT 84101

E-mail: [*****]

Attention: S. Chase Dowden

Section 6.02 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 6.03 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 6.04 Entire Agreement. This Agreement, including all Service Exhibits, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event and to the extent that there is a conflict between the provisions of this Agreement and the provisions of the Purchase Agreement as it relates to the Services hereunder, the provisions of this Agreement shall control.

Section 6.05 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 6.06 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

Section 6.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 6.08 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Florida. Any legal suit, action or proceeding arising out of or based upon this agreement or the transactions contemplated hereby shall be instituted in either the United States District Court for the Middle District of Florida, Orlando Division, or the courts of the state of Florida located in the city of Melbourne, Florida and county of Brevard, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 6.09 Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated hereby. Each Party to this agreement certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 6.09.

Section 6.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

EXHIBIT 10.3

THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE COMPANY REASONABLY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) entered into to be effective as of November 6, 2023 (the “Effective Date”), by and between BK Technologies Corporation, a Nevada corporation (the “Company”), and East West Manufacturing, LLC, a Georgia limited liability company (“EW”).

R E C I T A L S

WHEREAS: EW and the Company are parties to a Master Supply Agreement dated as of the date hereof (the “MSA”).

WHEREAS: As part of the consideration to be paid under the MSA, and for other good and valuable consideration, the receipt of which is hereby acknowledged, EW and the Company hereby agree as follows:

A G R E E M E N T

1. Issuance. The Company hereby issues and sells to EW seventy-seven thousand five hundred twenty (77,520) shares (the “Subject Shares”) of the Company’s common stock, par value $0.60 per share (the “Common Stock”), effective as of the Effective Date, subject to the terms and conditions of this Agreement. The Company and EW agree that the value of the Subject Shares is equal to One Million Dollars ($1,000,000) based on a price per share equal to the average of the closing price of the Common Stock on the NYSE American exchange for the thirty (30) most recent Trading Days (defined below) prior to the Effective Date. For purposes of this Agreement, a “Trading Day” means any day on which the NYSE American is open for trading, whether or not any of the Common Stock is actually traded on that day.

2. Consideration; Delivery of Subject Shares. The Subject Shares are issued in consideration of the payment by EW to the Company of $1,000,000 (the “Purchase Price”), as contemplated by the MSA. EW shall wire the Purchase Price to the Company in United States dollars and in immediately available funds in accordance with the instructions provided by the Company. Upon receipt of the Purchase Price, the Company shall irrevocably instruct its transfer agent to deliver to EW one or more stock certificates evidencing the Subject Shares, or other evidence of the issuance of the Subject Shares in book entry form in the name of EW.

3. Securities Representations and Warranties.

(a) In connection with, and in consideration of, the issuance of the Subject Shares to EW, EW represents that EW is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under Securities Act of 1933, as amended (the “Securities Act”), and hereby makes the additional representations set forth on Exhibit A attached hereto to the Company with respect to the Subject Shares, such that the Company may rely on them in issuing the Subject Shares.

(b) EW understands, acknowledges, and agrees that the sale and issuance to EW of the Subject Shares has not been registered under the Securities Act because the Company believes, relying in part on EW’s representations in this document, that an exemption from such registration requirement is available for such sale and issuance. EW acknowledges and agrees that the availability of this exemption depends upon the truthfulness and accuracy of the representations EW is making to the Company in this document.

4. Restrictions

(a) Vesting. All Subject Shares shall be fully vested upon issuance and EW shall have all the rights of a holder of Common Stock (including voting and dividend rights, as applicable) with respect to the Subject Shares.

(b) Transfer. Except for transfers not involving a change in beneficial ownership, EW agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Subject Shares, or any beneficial interest therein, unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) such disposition will not require registration of the Subject Shares under the Securities Act.

(c) Legends. EW understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Subject Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws:

(d) Rule 144. EW understands that the Subject Shares are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances.

5. No Transfer of Subject Shares. EW agrees to comply in all respects with the provisions of Section 4 and 5 and the restrictive legend requirements set forth on the face of this Agreement and further agrees that EW shall not offer, sell or otherwise dispose of the Subject Shares except under circumstances that will not result in a violation of the Securities Act.

6. Tax Issues. The Company has directed EW to seek independent advice regarding the Federal, state and/or local tax laws that may apply to EW in connection with the issuance and receipt of the Subject Shares.

7. Representations and Warranties of Company. The Company hereby represents and warrants to EW that it has the requisite corporate power and authority to execute and deliver and to carry out the terms of this Agreement and any and all related documents or agreements. This Agreement and any related documents or agreements are valid and binding agreements of the Company. The Subject Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor at the Effective Date, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Subject Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Subject Shares. There is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement. The Company has offered the Subject Shares for sale only to EW.

8. Indemnification. EW and the Company each agree to indemnify, defend, and hold harmless the other from and against any and all loss, liability, expenses, including reasonable attorneys’ fees, or damage, of any nature, arising out of or due to a breach of any representation, warranty, or undertaking of such party contained in this Agreement.

9. Legend Removal.

(a) Certificates evidencing the Subject Shares shall not contain the legend set forth in Section 4(c) above: (i) following a sale of such Subject Shares pursuant to a registration statement covering the resale of such Subject Shares, while such registration statement is effective under the Securities Act, (ii) following any sale of such Subject Shares pursuant to Rule 144, (iii) if such Subject Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Subject Shares and without volume or manner-of-sale restrictions under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC).

(b) The Company agrees that at such time as any legend set forth in Section 4(c) hereof is no longer required under this Section 9, the Company will, no later than three business days following the delivery by EW to the Company or notice by EW to the Company of delivery by EW to the Company’s transfer agent of a certificate representing Subject Shares issued with such legend (together with any legal opinion required by such transfer agent), deliver or cause to be delivered to EW a certificate representing such Subject Shares that is free from such legend, or, in the event that such shares are uncertificated, remove any such legend in the Company’s share records. The Company may not make any notation on its records or give instructions to the Company’s transfer agent that enlarge the restrictions on transfer set forth in Section 4(c) above.

10. General Provisions.

(a) Successors and Assigns, Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

(b) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the state of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

(c) Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

(d) Counterparts; Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or other electronic method and upon such delivery the facsimile or electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

(e) Amendments and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

(f) Attorney’s Fees. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by the Court in a final judgment or decree, shall pay the successful party or parties all costs, expenses, and reasonable attorneys’ fees incurred by the successful party or parties (including, without limitation, costs, expenses and fees on any appeals), and if the successful party recovers judgment in any such action or proceeding, such costs, expenses and attorney’s fees shall be included as part of the judgment.

(g) Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

(h) No Strict Construction. This Agreement has been prepared jointly and will not be construed against either party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement is hereby executed as of the date first written above.

EXHIBIT A

SECURITIES REPRESENTATIONS AND WARRANTIES

1. Purchasing for Own Investment; Accredited Investor. EW has not been formed for the purpose of acquiring the Subject Shares and holds assets in addition to the Subject Shares. EW is acquiring the Subject Shares solely for investment purposes, and not for further distribution. EW’s entire legal and beneficial ownership interest in the Subject Shares is being acquired and shall be held solely for EW’s account. EW is not a party to, and does not presently intend to enter into, any contract or other arrangement with any other person or entity involving the resale, transfer, grant of participation with respect to or other distribution of any of the Subject Shares. EW’s investment intent is not limited to EW’s present intention to hold the Subject Shares for the minimum capital gains period specified under any applicable tax law, for a deferred sale, for a specified increase or decrease in the market price of the Subject Shares, or for any other fixed period in the future.

2. Ability to Protect Own Interests. EW and its managers and beneficial owners are knowledgeable investors and can properly evaluate the merits and risks of an investment in the Subject Shares and can protect EW’s own interests in this regard, whether by reason of EW’s own business and financial expertise, the business and financial expertise of its directors, and certain professional advisors unaffiliated with the Company with whom EW has consulted, or EW’s preexisting business or personal relationship with the Company or any of its officers, directors or controlling persons.

3. Informed About the Company. EW is sufficiently aware of the Company’s business affairs and financial condition to reach an informed and knowledgeable decision to acquire the Subject Shares. EW has had opportunity to discuss the plans, operations and financial condition of the Company with its officers, directors or controlling persons, has reviewed the Company’s public filings with the Securities and Exchange Commission, and has received all information EW deems appropriate for assessing the risk of an investment in the Subject Shares.

4. Economic Risk. EW realizes that an investment in the Subject Shares involves a high degree of risk, and that the Company’s future prospects are uncertain. EW is able to hold the Subject Shares indefinitely if required, and is able to bear the loss of EW’s entire investment in the Subject Shares.

5. Restricted Securities. EW understands that the Subject Shares are “restricted securities” in that the Company’s sale of the Subject Shares to EW has not been registered under the Securities Act in reliance upon an exemption for non-public offerings. In this regard, EW also understands and agrees that:

(a) EW must hold the Subject Shares indefinitely, unless any subsequent proposed resale by EW is registered under the Securities Act, or unless an exemption from registration is otherwise available (such as Rule 144);

(b) the Company is under no obligation to register any subsequent proposed resale of the Subject Shares by EW; and

(c) the certificate evidencing the Subject Shares will be imprinted with a legend which prohibits the transfer of the Subject Shares unless such transfer is registered or such registration is not required in the opinion of counsel for the Company.

6. Rule 144. EW is familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the Subject Shares acquired from an issuer in a non-public offering. EW understands that its ability to sell the Subject Shares under Rule 144 in the future is uncertain, and will depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than six months after EW’s purchase and full payment (within the meaning of Rule 144) for the Subject Shares; and (iii) if EW is an affiliate of the Company: (A) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker, as said term is defined under the Securities Exchange Act of 1934, as amended, (B) the amount of Subject Shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

7. Availability of Rule 144. EW understands that the requirements of Rule 144 may never be met, and that the Subject Shares may never be saleable. EW further understands that at the time EW wishes to sell the Subject Shares, there may be no public market for the Company’s stock upon which to make such a sale, or the current public information requirements of Rule 144 may not be satisfied, either of which could preclude EW from selling the Subject Shares under Rule 144 even if the six-month minimum holding period had been satisfied.

8. Restrictions on Resale. EW understands that in the event Rule 144 is not available to EW, any future proposed sale of any of the Subject Shares by EW will not be possible without prior registration under the Securities Act or compliance with some other registration exemption (which may or may not be available). EW understands that neither the Company nor its counsel is obligated to provide EW with any such opinion. EW understands that although Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has stated that persons proposing to sell private placement securities other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

9. No General Solicitation. EW acknowledges that neither the Company nor any other person offered to sell the Subject Shares to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

10. Residence/Principal Place of Business. The address of EW’s principal place of business is 4170 Ashford Dunwoody Road, Suite 560, Atlanta, GA 30319.

EXHIBIT 10.4

WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE COMPANY REASONABLY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Original Issue Date: November 6, 2023

FOR VALUE RECEIVED, BK Technologies Corporation, a Nevada corporation (the “Company”), hereby certifies that East West Manufacturing, LLC, a Georgia limited liability company (the “Holder”), is entitled to purchase from the Company an aggregate of one hundred thirty-five thousand three hundred (135,300) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, all subject to the terms and conditions set forth in this Warrant. Certain capitalized terms used herein are defined in Section 1.

Background. This Warrant is issued in connection with the Master Supply Agreement, dated November 6, 2023, between the Company and the Holder (the “MSA”) and in consideration of a payment equal to (a) One Million Dollars ($1,000,000) minus (b) (i) the amount of any outstanding accounts payable by Company to Holder and (ii) the amount of any excess or obsolete inventory of Company currently held by Holder (solely to the extent not otherwise taken into account pursuant to the MSA or any other agreement between the Company and Holder).

1. Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund, private investment fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person; provided that neither the Holder nor any of its Affiliates shall be considered Affiliates of the Company for purposes of this definition.

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3, multiplied by (b) the applicable Exercise Price.

“Board” means the board of directors of the Company.

“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close.

“Change of Control” means (a) any direct or indirect acquisition (whether by a purchase, sale, transfer, exchange, issuance, merger, consolidation or other business combination) of shares of capital stock or other securities, in a single transaction or series of related transactions, as a result of which a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, any of its wholly-owned subsidiaries, any existing Company Affiliates, or the Holder or any of its Affiliates, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of equity securities of the Company which constitute more than fifty percent (50%) of the total direct or indirect voting power of the equity securities of the Company; provided, that no Change of Control shall be deemed to have occurred pursuant to this clause (a) due to the acquisition of shares of Common Stock by the Holder or its Affiliates upon the exercise of any warrants of the Company; provided, further, that no person or group shall be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person” or “group” until such tendered securities are accepted for purchase or exchange under such offer; (b) the direct or indirect sale, lease, exchange, transfer or other disposition, in a single transaction or series of related transactions, of assets or businesses that constitute or represent all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to a Person other than the Company, any of its wholly-owned subsidiaries, or the Holder or any of its Affiliates; or (c) the liquidation or dissolution of the Company.

“Common Stock” means the Company’s common stock, par value $0.60 per share.

“Company” has the meaning set forth in the preamble.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, this Warrant, and the Aggregate Exercise Price.

“Exercise Notice” has the meaning set forth in Section 3(a)(i).

“Exercise Period” has the meaning set forth in Section 2.

“Exercise Price” means $15.00 per share.

“Fair Market Value” means the average of the daily volume weighted average prices per share of Common Stock for the ten (10) consecutive trading days immediately preceding the day as of which Fair Market Value is being determined, as reported on the NYSE American, or if the Common Stock is not listed on the NYSE American, as reported by the principal U.S. national or regional securities exchange or quotation system on which the Common Stock is then listed or quoted; provided, however, if the Common Stock is not listed or quoted on the NYSE American or any U.S. national or regional securities exchange or quotations system, then the “Fair Market Value” of the Common Stock shall be the fair market value per share of Common Stock as determined in good faith by the Board.

“Holder” has the meaning set forth in the preamble.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“Securities Act” has the meaning set forth in Section 9(a).

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the aggregate number of shares of Common Stock then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

2. Purchase of Common Stock; Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to 5:00 p.m., New York time, on the fifth anniversary of the date hereof or, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the Holder may exercise this Warrant for all or any part of the Warrant Shares (subject to adjustment as provided herein) purchasable hereunder at a price per share equal to the Exercise Price.

3. Exercise of Warrant.

(a) Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, at the applicable Exercise Price, upon: (i) surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction), together with a Notice of Warrant Exercise in the form attached hereto as Exhibit A (each, an “Exercise Notice”), duly completed and executed; and (ii) payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b) Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Notice, by the following methods:

(i) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company in the amount of such Aggregate Exercise Price;

(ii) by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price;

(iii) by surrendering to the Company (A) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (B) other securities of the Company having a value as of the Exercise Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest and in the case of shares of Common Stock shall be the Fair Market Value thereof); or

(iv) any combination of the foregoing.

(c) Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Notice, surrender of this Warrant and payment of the Aggregate Exercise Price in accordance with Sections 3(a) and (b), the Company shall, as promptly as practicable, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(d). The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d) Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to the Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.

(e) Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(c), deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(f) Valid Issuance of Warrant and Warrant Shares. With respect to the exercise of this Warrant, the Company hereby represents:

(i) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. This Warrant constitutes, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon execution, issuance and delivery by the Company, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(ii) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable and issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges.

(iii) The execution, delivery and performance by the Company of the Warrant does not and will not (A) require any consent or approval of any holder of any equity interest of the Company or any consent or approval of any Person under any material agreement of the Company or (B) require any registration with, consent or approval of, notice to or other action with or by any governmental authority, except in each such case for those consents, approval, registrations, notices or other actions that have been obtained, made, given or taken and evidence of which has been provided to the Holder.

(g) Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

(h) Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a Change of Control, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

4. Adjustment upon Subdivision or Combination of Common Stock. The Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant to this Section 4).

(a) Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance of this Warrant (i) pays a dividend or make any other distribution upon the Common Stock or any other capital stock of the Company payable in shares of Common Stock or other securities, or (ii) subdivides (by any stock split, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4 shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b) Adjustment to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event, at any time or from time to time after the date of issuance of this Warrant, of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person that does not constitute a Change of Control or (iv) other similar transaction (other than any such transaction covered by Section 4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, subject to the final sentence of this Section 4(b) each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant, but which shall thereafter be subject to such limitations or restrictions); and, in such case, appropriate adjustment (in form and substance reasonably satisfactory to the Holder and the Company or successor) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. The provisions of this Section 4(b) shall similarly apply to any such successive reorganizations, reclassifications, consolidations, mergers or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the Holder and the Company or such successor, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 4(b), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 4(b) with respect to this Warrant.

(c) Certificate of Adjustment.

(i) As promptly as reasonably practicable following any adjustment of the number of Warrant Shares or the Exercise Price pursuant to this Section 4, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.

(f) Notices. In the event:

(i) that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

(ii) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

(iv) any other event that may cause an adjustment pursuant to this Section 4,

then, and in each such case, the Company shall send or cause to be sent to the Holder at least 10 Business Days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.

5. Restriction on Transfer of Warrant. This Warrant and all rights hereunder may not be transferred or assigned, in whole or in part, without the prior written consent of the Company and compliance with the transfer conditions referred to in the legend endorsed hereon. Any attempted transfer or assignment which is not in accordance with this Section 5 shall be null and void and the transferee or assignee shall not be entitled to exercise any of the rights of the Holder of this Warrant. The Company shall record any transfers or assignments in the books maintained for the registration and transfer of this Warrant in accordance with Section 10.

6. No Stockholder Rights; Limitations on Liability. Prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

7. Treatment of Warrant Upon a Change of Control. Upon the consummation of a Change of Control of the Company, then, to the extent this Warrant has not already been exercised in full or otherwise terminated, expired or canceled, this Warrant shall automatically terminate and be of no further force or effect. The Company shall provide the Holder with written notice of the contemplated Change of Control pursuant to Section 4(f) above.

8. Replacement on Loss; Division and Combination.

(a) Replacement on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, destroyed or mutilated; provided that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b) Division and Combination. Subject to compliance with the applicable provisions of this Warrant, including without limitation Section 5 hereof, this Warrant may be divided or, following any such division of this Warrant, combined with other Warrants upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder. Subject to compliance with the applicable provisions of this Warrant, the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

9. Compliance with the Securities Act.

(a) Agreement to Comply with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 9 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

(b) Representations of the Holder. The Holder represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and the business, properties, prospects and financial condition of the Company.

10. Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of this Warrant and any transfers thereof. The Company may deem and treat the Person in whose name this Warrant is registered on such register as the Holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

11. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be made and delivered in accordance with the terms of Section 8.8 of the MSA.

12. Cumulative Remedies. Except to the extent expressly provided in Section 8 to the contrary, the rights and remedies under this Warrant are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

13. Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

12. Entire Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

13. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

14. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

15. Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

16. Amendment; Waiver. Except as otherwise provided herein, this Warrant may only be amended or modified by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

18. Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the state of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Nevada.

19. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

20. Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

21. No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date set forth above.

Exhibit A

Form of Notice of Warrant Exercise

Reference is hereby made to that certain Warrant issued by BK Technologies Corporation, a Nevada corporation (the “Company”), to East West Manufacturing, LLC, a Georgia limited liability company (the “Holder”), on [●], 2023 (the “Warrant”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.

1. Exercise of Warrant. The Holder irrevocably elects to purchase                        Warrant Shares pursuant to the terms of the Warrant. This notice is accompanied by the original Warrant, which is hereby surrendered to the extent necessary to effect the exercise.

2. Payment of Aggregate Exercise Price. The Holder tenders herewith to the Company payment of the Aggregate Exercise Price in full by means of:

3. Warrant Shares. The Holder represents that all representations of the Holder set forth in Section 9(b) of the Warrant are true and correct as of the date hereof.

EXHIBIT 99.1

BK Technologies Signs Transformational Agreement With

East West Manufacturing

-      Strategic shift to asset-light strategy expected to significantly improve working capital, reduce inventory, and lower production costs 

-      East West to become shareholder of BK Technologies

WEST MELBOURNE, FL November 8, 2023/ BK Technologies Corporation (NYSE American: BKTI) (“BK”, “the Company”) today announced that it has signed a manufacturing and supply agreement (“the Agreement”) with East West Manufacturing, LLC (“East West”) to transition BK’s West Melbourne, Florida manufacturing activities to East West’s facilities. East West will become the exclusive manufacturer of the Company’s radio product line.  With the transition of its manufacturing operation to East West, the Company’s West Melbourne facility will solely focus on new product introductions to support BK’s engineering programs and customer repair services. 

Based in Atlanta, Georgia, East West is an integrated design, engineering, manufacturing, and distribution services partner for original equipment manufacturers and distributors throughout North America and Europe. It is a portfolio company of MSD Partners. Under the terms of the Agreement, East West will make, in aggregate, a $2,000,000 investment in the Company. This includes the purchase of 77,520 shares of BK at a price of $12.90 per share, representing an investment of $1,000,000. East West will also receive Warrants to purchase 135,500 shares of BK at a strike price of $15.00 per share. The Warrants have a term of five years from the issuance date.  

John Suzuki, CEO of BK Technologies, commented, “We are pleased to announce the expansion of our existing manufacturing relationship with East West, a proven, longtime partner who has provided reliable and efficient support to our in-house manufacturing operations for many years.  Moving to an asset-light model is an important strategic step which we are undertaking after careful analysis and evaluation.  Outsourcing the manufacturing of our products will simplify our supply chain management, which has been a challenging part of our operations in recent years, and will enable us to continue to reduce both production and product costs.  By moving supply chain and production management to a partner, we can more intently focus on our core competencies – the development and marketing of LMR communications technology – while lowering costs and ensuring we continue to meet all federal compliance requirements.”   

Manufacturing of BK Technologies products is expected to begin at East West during the first quarter of 2024 with the full operational transition expected to be completed within the ensuing six months.  The move will take place in stages and BK Technologies is taking precautions to prevent any production or delivery delays associated with the factory transition. 

Kyle Cerminara, Chairman of the Board of BK Technologies stated, “The transition of our manufacturing operation to a trusted and reliable partner is an important strategic step that will help ensure efficient fulfillment of demand for our products while also strengthening margins over time.  This is a partnership in every sense of the word. We are particularly pleased that East West has aligned themselves with BK even further by virtue of their purchase of BK common shares. This share purchase and desire to hold BK Warrants demonstrates East West’s recognition of BK’s valuable suite of products and their belief in the long-term market opportunity for our Company.”  

About BK Technologies

BK Technologies Corporation, through its operating subsidiaries, manufactures high-specification, communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies. BK Technologies’ SaaS business focuses on new, innovative public safety smartphone services that will make the first responders safer or more productive.   BK Technologies is honored to serve these heroes when every moment counts. The Company’s common stock trades on the NYSE American market under the symbol “BKTI”. Maintaining its headquarters and primary manufacturing facility in West Melbourne, Florida, BK Technologies can be contacted through its web site at www.bktechnologies.com or directly at 1-800-821-2900.

About East West Manufacturing, LLC Based in Atlanta, Georgia, East West provides a comprehensive and integrated set of product realization capabilities to a leading and high-growth customer base. With U.S. operations in Georgia, North Carolina, Wisconsin, Massachusetts, and Texas, and international operations in Canada, Costa Rica, Vietnam, China, India, and Mexico, the Company utilizes a global design team, transparent supply chain, on-site quality control, and flexible logistics systems to provide its customers with superior products and competitive cost advantages. Founded in 2001, East West offers its customers a differentiated breadth of onshore, nearshore, and offshore design, engineering, manufacturing, and distribution capabilities to serve the full spectrum of customer needs ranging from new product design to full scale production and distribution.

Forward-Looking Statements

This press release contains certain forward-looking statements that are made pursuant to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern the Company's operations, economic performance, and financial condition, including, but not limited to the Company's long-term strategic plan, and are based largely on the Company's beliefs and expectations. These statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the following: changes or advances in technology; the success of our land mobile radio product line and SaaS business segment; disruption in the global supply chain creating delays, unavailability and adverse conditions; successful introduction of new products and technologies, including our ability to successfully develop and sell our new multiband product and other related products in the BKR Series product line and the Company's SaaS solutions; competition in the land mobile radio industry; general economic and business conditions, including higher inflation and its impacts, federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S. Government, the effects of natural disasters, changes in climate, severe weather events, geopolitical events, acts of war or terrorism, global health epidemics or pandemics and catastrophic events, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments; the availability, terms and deployment of capital; reliance on contract manufacturers and suppliers and the Company’s transition to an exclusive third-party manufacturer for the Company’s radio product line; risks associated with fixed-price contracts; heavy reliance on sales to agencies of the U.S. Government and our ability to comply with the requirements of contracts, laws and regulations related to such sales; allocations by government agencies among multiple approved suppliers under existing agreements; our ability to comply with U.S. tax laws and utilize deferred tax assets; our ability to attract and retain executive officers, skilled workers and key personnel; our ability to manage our growth; our ability to identify potential candidates for, and to consummate, acquisition, disposition or investment transactions, and risks incumbent to being a noncontrolling interest stockholder in a corporation; impact of natural disasters, changes in climate, severe weather events, geopolitical events, acts of war or terrorism, global health epidemics or pandemics and catastrophic events on the companies in which the Company holds investments; impact of our capital allocation strategy; risks related to maintaining our brand and reputation; impact of government regulation; impact of rising health care costs; our business with manufacturers located in other countries, including changes in the U.S. Government and foreign governments' trade and tariff policies; our inventory and debt levels; protection of our intellectual property rights; fluctuation in our operating results and stock price; any infringement claims; data security breaches, cyber-attacks and other factors impacting our technology systems; availability of adequate insurance coverage; maintenance of our NYSE American listing; risks related to being a holding company; and the effect on our stock price and ability to raise equity capital of future sales of shares of our common stock. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in the Company's subsequent filings with the SEC. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statement.

Company Contact:

IMS Investor Relations

John Nesbett/Jennifer Belodeau

bktechnologies@imsinvestorrelations.com

(203) 972-9200