Item 5.02(b), (c), and (d)-Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)- Effective April 9. 2021,
Richard Munn and William Green each voluntarily resigned as a Director of QS Energy, Inc. (the “Company”), and all committees
thereof.
Effective April 15, 2021, Jason Lane
and Thomas Bundros each voluntarily resigned as a Director of the Company, and all committees thereof. Concurrently, effective that date,
Mr. Lane also voluntarily resigned as Chairman of the Board of the Company.
Effective April 15, 2021, Michael McMullen
voluntarily resigned as the Chief Financial Officer (“CFO”) of the Company. Notwithstanding, Mr. McMullen has agreed to continue
to serve the Company on a consulting basis for a limited time to assist the Company in its transition to new management. Additionally,
effective April 15, 2021, Don Dickson resigned as the interim Chief Executive Officer (“CEO”) of the Company.
(c) and (d)- Effective April
15, 2021, the remaining Board members, namely, Don Dickson and Eric Bunting, appointed Cecil Bond Kyte to serve as the Company’s
Chief Executive Officer and Chief Financial Officer on such mutually acceptable terms and conditions to be determined at a later date,
based on and subject to the Company’s financial condition and viability. Currently, Mr. Kyte will not receive any cash or stock
consideration for his roles as CEO and CFO of the Company until approved by the Board. Currently, there is no agreement or arrangement
regarding compensation for Mr. Kyte in his roles as CEO and CFO of the Company. Additionally, effective April 15, 2021, the remaining
Board members appointed Mr. Kyte to serve on the Company’s Board of Directors and to serve as the Company’s Chairman of the
Board. The Board also approved a resolution suspending all Board compensation effective January 1, 2021, payable under the Company’s
May 6, 2014, Board compensation policy as amended January 1, 2015.
In December 2007, Mr. Kyte, age 50,
was elected to serve as Chairman of the Board of the Company, then known as Save The World Air, Inc. (“STWA”). In January
2010, he was appointed to serve as CEO of STWA. In November 2013, Mr. Kyte voluntarily resigned as a director, Chairman of the Board,
and CEO of STWA. Since then, Mr. Kyte has held positions with the following public companies: MassRoots, Inc., where he served as a board
member from late 2017, through July 2019. Massroots,Inc. was a technology platform for the cannabis industry during the time Mr. Kyte
served as a director of the company; Rightscorp, Inc., where, since 2015, Mr. Kyte has served and continues to serve as the company’s
CEO, and since 2016, has served and continues to serve as the company’s CFO. Mr. Kyte is also a member of the board of Rightscorp.
Rightscorp’s mission is to support copyright holders’ abilities to litigate and monetize their music and other copyrights
against piracy and peer to peer infringement on the internet. Mr. Kyte has mainly been associated with “start overs” rather
than “start ups,” using his abilities to restructure and develop a company’s management, financial condition, compliance,
and product commercialization. In addition to his current roles as CEO, CFO, and board member of Rightscorp, Mr. Kyte is also currently
supporting the funding and business development for Bye Aerospace’s suite of products including the development and manufacturing
of advanced civilian/military aerospace technologies. Mr. Kyte has been a pilot for 31 years. He received a B.S. Degree in accounting
from Long Beach State University.