Exhibit
10.3


 


SERVICES
AGREEMENT


 


THIS
AGREEMENT is made effective the 1st day of December, 2020


 


BETWEEN:


 


VOLTH2
B.V., incorporated under the laws of the Netherlands, Europaweg-Zuid 4, 4389 PD Ritthem


 


(hereinafter
called the “Company”)


 


OF
THE FIRST PART,


 


AND:


 


VOLT
ENERGY B.V., incorporated under the laws of the Netherlands, President Kennedylaan 1, 6269 CA Margraten.


 


(hereinafter
called the “Contractor”)


 


OF
THE SECOND PART.


 


WHEREAS
the Company is engaged in the business of developing hydrogen production facilities and related activities;


 


AND
WHEREAS the Contractor is experienced in providing consulting services to companies such as the Company;


 


AND
WHEREAS the Company desires to engage the Contractor to provide to the Company the Services and otherwise perform the duties and
responsibilities set out in Schedule “A” of this Agreement, and the Contractor agrees to accept that engagement;


 


NOW
THEREFORE IT IS HEREBY AGREED AS FOLLOWS:


 


	1.	DEFINITIONS
	 	 
	1.1	Definitions. In this Agreement the following
terms shall have the following meanings:



  


		(a)	“Affiliate”
                                            means a Person that is controls, is controlled by, or is under common control with, another
                                            Person; 



 


		(b)	“Agreement”
                                            means this agreement as it may be amended or supplemented from time to time; and the
                                            expressions “hereof”, “herein”, “hereto”, “hereunder”,
                                            “hereby” and similar expressions refer to this agreement and unless otherwise
                                            indicated, references to “Sections” or “Parts” are references to
                                            sections or parts in this Agreement; 



 






    	 



    	 



    

 


		(c)	“Appointed
                                            Contractor” means André Jurres, whom the Contractor has chosen to perform
                                            the Services on its behalf and which Contractor the Company has approved for that purpose,
                                            or such other personnel as may be approved by the Company in writing from time to time;




 


		(d)	“Board”
                                            means the board of directors of the Company, but excluding the Contractor or any related
                                            parties to the Contractor; 



 


		(e)	“Business
                                            Day” means business days in the Netherlands, exclusive of statutory holidays and
                                            weekends;



 


		(f)	“Business
                                            Plan” means a detailed 24-month written plan for the development and operation
                                            of the Company’s business including (i) a human resources organization chart for the
                                            Company, showing key positions filled/to be filled, (ii) key milestones in the Company’s
                                            road to profitability and the timeline for delivery, (iii) a rolling cash flow model with
                                            accruals and reconciled to historical Company actuals to allow for real-time cash management,
                                            (iv) a projection of short, medium and long-term economics for the Company’s projects,
                                            using industry available data, and (v) such other information as may be required by the Company
                                            from time-to-time; 



 


		(g)	“Cause”
                                            means



 


		(i)	the
                                            failure or refusal of the Contractor or the Appointed Contractor to perform the Duties at
                                            level or standard acceptable to the Company,



 


		(ii)	the
                                            failure or refusal of the Contractor or the Appointed Contractor to comply with the Company’s
                                            policies and procedures as instituted from time to time,



 


		(iii)	any
                                            dishonesty on the part of the Contractor affecting the Company,



 


		(iv)	the
                                            charge with or conviction of the Contractor or the Appointed Contractor for any crime involving
                                            moral turpitude, fraud or misrepresentation,



 


		(v)	excessive
                                            use of alcohol or illegal drugs by the Appointed Contractor interfering with the performance
                                            of the obligations under this Agreement and the failure by the Appointed Contractor to participate
                                            fully in any employee assistance program offered by the Company,



 


		(vi)	any
                                            wilful and intentional act on the part of the Contractor or the Appointed Contractor having
                                            the effect of materially injuring the reputation, business or business relationships of the
                                            Company,



 


		(vii)	any
                                            material breach (not covered by any of the above (i) through (vi) above) of any of the provisions
                                            of this Agreement, and



 


		(viii)	any
                                            other act or omission which at law would entitle the Company to terminate this Agreement;



 






    	 



    	 



    

 


		(h)	“Company”
                                            means VoltH2 BV, a Company governed by the laws of the Netherlands with registration
                                            number 78307570;



 


		(i)	“Compensation
                                            Committee” means the Compensation Committee of the Board, as constituted from time
                                            to time, and, in the event that there is no Compensation Committee, the Board;



 


		(j)	“Confidential
                                            Information” means information of a sensitive nature related to the Company or
                                            its business including, but not limited to information pertaining to the Company’s
                                            costs, sales, income, profit, profitability, pricing, salaries or wages, marketing information,
                                            corporate information and intellectual property. Confidential Information does not include
                                            any information that, through no fault of the receiving party



 


		(i)	is
                                            within the Public Domain at the date of its disclosure to the receiving party, or subsequently
                                            enters the Public Domain (but only after it enters the Public Domain), or



 


		(ii)	is
                                            or becomes (but only after it becomes)




 


		(A)	independently
                                            developed by or on behalf of the receiving party as shown by documentary evidence, or 



 


		(B)	disclosed
                                            to the receiving party by a third party not having an obligation of confidence to the proprietor
                                            of the information as shown by the documentary evidence, or 




 


		(iii)	is
                                            Residual Information.



 


		(k)	No
                                            combination of information shall be deemed to be within any of the above exceptions, whether
                                            or not the component parts of the combination are within one or more of the exceptions in
                                            Sections 1.1(h)(i) and (ii), unless the combination itself and its economic value and principles
                                            of operation are themselves so excepted;



 


		(l)	“Contractor”
                                            means Volt Energy BV, a Company governed by the laws of the Netherlands with registration
                                            number 67334695;



 


		(m)	“Duties”
                                            means the duties and responsibilities set out in Schedule “A” of this Agreement;



 


		(n)	“Person”
                                            means any individual, partnership, limited partnership, joint venture, syndicate, sole
                                            proprietorship, company or Company with or without share capital, unincorporated association,
                                            trust, trustee, executor, administrator or other legal personal representative, regulatory
                                            body or agency, government or governmental agency, authority or entity however designated
                                            or constituted;



 


		(o)	“Public
                                            Domain” means readily accessible to the public in a written publication, and does
                                            not include information that is only available by substantial searching of the published
                                            literature, and information the substance of which must be pieced together from a number
                                            of different publications and/or sources;



 






    	 



    	 



    

 


		(p)	“Residual
                                            Information” means general information not specified as being confidential in nature
                                            by the Company that is in tangible form and is retained in memory by the Contractor or the
                                            Appointed Contractor who has had access to Confidential Information including ideas, concepts,
                                            know-how and techniques or business opportunities that have been considered by the Company
                                            but rejected or unsuccessfully pursued by the Company;



 


		(q)	“Services”
                                            means those services to be provided by the Contractor to the Company during the Term of this
                                            Agreement; and



 


		(r)	“Term”
                                            shall have the meaning set forth in Part 2 below; and



 


	2.	TERMS
                                            OF ENGAGEMENT



 


	2.1	Engagement.
                                            The Company engages the Contractor to provide and the Contractor will provide the Services
                                            by means of the personal performance of the same by the Appointed Contractor with effect
                                            from the date of this Agreement until the termination hereof pursuant to Parts 9 or 10 hereof
                                            (the “Term”).



 


	2.2	Appointed
                                            Contractor. The parties agree that the Services must, unless otherwise agreed in writing,
                                            be performed by the Appointed Contractor in accordance with the provisions of Part 4 hereof.



 


	2.3	Reporting.
                                            In providing the Services, the Appointed Contractor shall report to Arron Smyth or such
                                            other person or persons determined by the Board from time-to-time. The appointed Contractor
                                            shall submit a monthly written status report on the fifth Business Day of each month during
                                            the Term, which report shall include a narrative description of activities during the preceding
                                            month.




 


	3.	INDEPENDENT
                                            CONTRACTOR



 


3.1
Relationship. The parties to this Agreement are independent businesses and it is intended that both parties shall retain their
independence. In the performance of the Duties the Contractor shall be and shall act solely as an independent contractor. Nothing contained
in this Agreement or in the relationship of the Company and the Contractor or, for the avoidance of doubt, in the relationship between
the Company and the Appointed Contractor shall be regarded or construed as creating any relationship (employer/employee, joint venture,
association, or partnership) between the parties other than as expressly set forth herein.


 


3.3
Liability. The Contractor acknowledges and agrees that it is and shall be liable for the full amount of any payment of funds which
may be demanded, in relation to the Contractor or the Appointed Contractor, pursuant to any laws, legislation, rules or regulations promulgated
by any government having jurisdiction over the Company or the Contractor as a result of this Agreement, or any payment which may, in
future, be found to be payable in respect of the Contractor or the Appointed Contractor, and the Contractor hereby covenants and agree
to indemnify and save harmless the Company from any actions, causes of action, claims, demands or other proceedings (including all legal
costs) made against the Company by any regulatory authority under such statutes and grants the Company a right of set-off against any
securities of the Company or its Affiliates held by the Contractor or its Affiliates as far as this relates to events which are under
control of the Contractor or Appointed Contractor.


 






    	 



    	 



    

 


		4.	CONTRACTOR’S
                                            SERVICES



 


4.1
Services. The Contractor shall make available the attendance and services of the Appointed Contractor to provide the Services
as Managing Director or such other position as agreed by the Company and the Contractor. The Contractor agrees that the
Appointed Contractor will devote at least 50% of his working time as well as his best efforts, abilities, knowledge and experience to
the faithful performance of the Duties and other responsibilities and authorities as are required from the Appointed Contractor in the
position of Managing Director. The Company acknowledges that the Contractor and the Appointed Contractor have existing commitments to
other non-conflicting and non-competing projects; however the Contractor and the Appointed Contractor shall not engage in any business
which is in direct competition with the Company. In addition, the Contractor’s or the Appointed Contractor’s other business
activities shall not interfere with, or prevent the Contractor from fulfilling, its obligations to the Company hereunder . The Contractor
and the Appointed Contractor shall at all times well and faithfully serve the Company and use their best efforts to promote the interests
of the Company.


 


4.4
Compliance with Company Policies, Applicable Laws, etc. The Contractor shall, and will ensure that the Appointed Contractor shall,
comply with all of the Company’s internal policies (as adopted and amended from time to time), as well as all policies, practices,
laws and regulations applicable to the Company.


 


4.5
Full Responsibility. The Contractor assumes full responsibility for the actions of the Appointed Contractor while performing this
Agreement, and shall be solely responsible for the supervision, daily direction and control, provision of employment benefits (if any)
and payment of salary (including all required withholding of taxes).


 


4.6
Location of Service. The Contractor acknowledges and agrees that the Appointed Contractor will be required to provide the Services
primarily at the Company’s offices, the Company’s current or prospective project sites or such other place as required to
perform the Duties.


 


		5.	REMUNERATION
                                            AND BENEFITS



 


5.2
Annual Fee. The Company shall pay to the Contractor a fee (the “Annual Fee”) of ONE HUNDRED AND FIFTY THOUSAND
EUROS (€150,000.00) per calendar year, plus applicable value added taxes, payable monthly in arrears. After one year, and at
the request of the Contractor, within a reasonable time (not to exceed 90 days) following the filing of the Company’s annual financial
results the Compensation Committee will review the Annual Fee for upward adjustment.


 






    	 



    	 



    

 


5.2
Discretionary Bonus. In addition to the Annual Fee the Company may also pay the Contractor discretionary an annual bonus compensation
up to 25% of the Annual Fee (the “Annual Bonus Compensation”), in the form of cash or shares of the common stock of
the Company in such amount, if any, determined by the Compensation Committee to be proper and appropriate for each fiscal year of the
Company during the term of this Agreement. Such Annual Bonus Compensation shall be based upon such factors as the Compensation Committee
shall deem appropriate in its sole discretion and which may include (i) the Appointed Contractor’s contributions to the success
of the Company for each fiscal year of the Company during the term hereof; (ii) the Company’s share price performance viewed objectively
as well as against its peer group within the industry; (iii) the success of the Company’s development activities; (iv) the consolidated
revenues, expenses and profits of the Company, its divisions and its subsidiaries for each fiscal year of the Company during the term
hereof, as determined in accordance with generally accepted accounting principles; and (v) the general overall economic performance of
the Company.


 


5.3
Expenses. The Company shall reimburse the Contractor for any reasonable out-of-pocket expenses incurred by the Contractor in accordance
with the Company’s standard expense practices as they exist from time-to-time. Prior to the reimbursement of such expenses, the
Company shall require the Contractor to prepare a summary of the expenses incurred and submit it to the Company together with appropriate
supporting receipts, invoices, or other documentation acceptable to the Company. Any individual expenses over €5,000, or in the
aggregate over €5,000 in any thirty-day period, must be approved in advance in writing by a representative of the Company other
than the Appointed Contractor.


 


5.4
Insurance. The Company will extend any directors liability insurance in place to provide reasonable coverage to the Contractor,
valid for the term of this Agreement, provided that the Company shall not be required to obtain any specific insurance for the Contractor.


 


	6.	CONFIDENTIAL
                                            INFORMATION AND PROPERTY OF THE COMPANY



 


6.1
The Contractor’s Obligations as to Confidential Information and Materials. Confidential Information, whether in written,
oral, magnetic, photographic, optical, or other form and whether now existing or developed or created during the period of the Contractor’s
relationship with or engagement by the Company, excepting information obtained from general or public sources, is proprietary to the
Company and is highly confidential in nature. In this regard, the Contractor acknowledges that damages pursued by an action at law may
not be an adequate remedy for the Contractor’s breach of its obligations under this Part 4, and the Contractor agrees that the
Company shall be entitled to equitable remedies including but not limited to interlocutory or permanent injunctions, which the Contractor
agrees not to oppose.


 


6.2
Use of Company Communication and Documents Storage Systems. The Contractor shall send and receive all electronic communications
through, and shall store copies of all documents material to the business and affairs of the Company on, the Company’s server in
accordance with the Company’s information technology policies and procedures as established from time to time.


 






    	 



    	 



    

 


6.3
General Skills. The general skills and Residual Information and other experience gained by the Contractor during the Contractor’s
relationship with the Company, and information within the Public Domain or generally known within the industries or trades in which the
Company competes, is not considered Confidential Information.


 


6.4
Preservation of Confidential Information. During the Contractor’s relationship with the Company, the Contractor and the
Appointed Contractor may have access to all or a portion of the Confidential Information and, as such, will occupy a position of trust
and confidence with respect to the Company’s affairs and business. The Contractor will take the following steps to preserve the
confidential and proprietary nature of the Confidential Information:


 


	 	(a)	The
  Contractor will not at any time disclose or otherwise permit any person or entity access to any of the Confidential Information other
  than as required in the performance of the Contractor’s duties to the Company.




 


	 	(b)	The
  Contractor will take all reasonable precautions to prevent disclosure of the Confidential Information and will follow all the Company’s
  reasonable instructions to the Contractor in respect of the same.




 


	 	(c)	The
  Contractor will not use at any time, or otherwise permit any person or entity to use, any of the Confidential Information other than
  as required in the performance of the Duties.




 


	 	(d)	Within
  two business days after the termination of the Contractor’s relationship with the Company, for any reason whatsoever, the Contractor
  will deliver to the Company all keys and access cards as well as all tangible materials embodying the Confidential Information, including,
  without limitation, any documentation, records, listings, notes, data, sketches, drawings, memoranda, models, accounts, reference materials,
  samples, machine-readable media and equipment which in any way relate to the Confidential Information.




 


	6.5	Continuation
                                            of Confidentiality Obligations. The Contractor acknowledges and agrees that the obligations
                                            set out in this Part 4 are to remain in effect for a period of five (5) years following termination
                                            of the Contractor’s relationship with the Company. The Contractor further acknowledges
                                            that the obligations set out in this Part are not in substitution for any obligations which
                                            the Contractor may now or hereafter owe to the Company and which exist apart from this Part
                                            4 and do not replace any rights of the Company with respect to any such obligations.



 


	6.6	Communication
                                            of Confidential Information. The Contractor agrees to communicate to the Company all
                                            Confidential Information obtained in the course of performing the services.



 


	6.7	Confidentiality
                                            and Non-Competition. The Contractor hereby agrees that he will not at any time during
                                            the Term and for a period of one year thereafter:



 


		(a)	knowingly
                                            interfere with or endeavour to entice away from the Company any of the financiers who were
                                            active financiers or participated in private placements of the Company or its securities
                                            during the three-year period immediately prior to the termination of the Contactor’s
                                            relationship with the Company; 



 


		(b)	interfere
                                            with or knowingly entice away any employee of the Company who was an employee of the Company
                                            within 365 calendar days of the termination of the Contractor’s relationship with the
                                            Company.



 






    	 



    	 



    

 


	6.8	Notice.
                                            If the Contractor or any officer, employee or representative thereof is required by law,
                                            rule, regulation, subpoena or regulatory agency or stock exchange rule (“Legal Process”)
                                            to disclose any Confidential Information, the Contractor will provide the Company with prompt
                                            notice of such requirement, if legally practicable, and will use reasonable efforts to obtain
                                            confidential treatment for any Confidential Information that is required to be disclosed
                                            prior to making any such disclosure. If, provided that the Contractor has used reasonable
                                            efforts to obtain assurances that confidential treatment will be afforded such information,
                                            the Contractor or any officer, employee or representative thereof is nonetheless required
                                            by Legal Process to disclose any Confidential Information, the Contractor may only disclose
                                            such Confidential Information that it is required by law to be disclosed.



 


	6.9	Limitation.
                                            The provision of this Part 6 shall not prevent the Contractor, following the termination
                                            of this Agreement, from providing its services to other companies, including companies working
                                            in the same general area of the Company’s development projects.



 


	7.	INTELLECTUAL PROPERTY OF THE COMPANY




 


	7.1	Company’s
                                            Rights. The Contractor agrees that all right, title, and interest in or to any and all
                                            of the work product of the Contractor or any officer, employee or representative thereof
                                            (including the Appointed Contractor) shall be the property of the Company.



 


	7.2	Disclosure.
                                            The Contractor agrees to promptly disclose to the Company all of the products of the services
                                            hereunder and to provide all assistance reasonably requested by the Company in the preservation
                                            of its interests in the same, such as by executing documents or testifying. Regardless of
                                            whether this Agreement has been terminated, the Contractor agrees to execute, acknowledge,
                                            and deliver any instruments, and to provide whatever other assistance is required to confirm
                                            the ownership by the Company of such rights. Reasonable out-of-pocket expenses incurred for
                                            such assistance shall be paid by the Company. However no additional compensation shall be
                                            paid to the Contractor in respect of any of the matters referred to in this Section 7.2.



 


	7.3	No
                                            Rights. Nothing in this Agreement shall be construed to grant to the Contractor any express
                                            or implied option, license or other rights, title or interest in or to the Confidential Information
                                            or, or obligate The Company to enter into any agreement granting any such right.



 






    	 



    	 



    

 


	8.	TERMINATION




 


8.1
 Term. This Agreement will be for a term of one year (the “Term”) and shall renew by agreement of the Parties
for additional periods by agreement not less than 90 calendar days prior to the end of the Term.


 


8.2
Termination. Notwithstanding section 8.1 this Agreement will terminate in the following circumstances:


 


		(a)	For
                                            Cause. At any time by the Company notifying the Consultant of Cause;



 


		(b)	Death.
                                            Automatically
                                            upon the death of the Appointed Contractor;



 


		(c)	Bankruptcy.
                                            Automatically in the event the Contractor or the Appointed Contractor is subject to any
                                            bankruptcy, insolvency or other similar proceeding;



 


		(d)	Disability.
                                            At any time by notice in writing from the Company to the Contractor if the Appointed Contractor
                                            shall become permanently disabled; for the purposes hereof, the Appointed Contractor shall
                                            be deemed to be permanently disabled immediately following any period of 60
                                            consecutive calendar days during which the Appointed Contractor is prevented from performing
                                            the Duties for more than 45 calendar days in the
                                            aggregate by reason of illness or mental or physical disability despite reasonable accommodation
                                            efforts of the Company;



 


		(e)	Without
                                            Cause. By the Company at any time upon payment by the Company to the Contractor in a
                                            lump sum equal to one quarter of the Annual Fee, in cash one half on termination and one
                                            half on delivery of all Company property and records to the Company ; and



 


		(f)	By
                                            the Contractor. By the Contractor providing no less than thirty (30) calendar days’
                                            notice in writing to the Company. In the event the Contractor provides such notice
                                            to the Company, this Agreement shall terminate on the date the period of such notice expires.
                                            In such circumstance, the Company may request that the Contractor cease the
                                            Duties prior to the expiry of the notice period.



 


	8.2	Effect
                                            of Termination. Upon the termination of this Agreement pursuant to Sections 8.1(a) through
                                            (d), the parties agree that the Company’s liability to the Contractor shall be limited
                                            to all accrued and unpaid portions of the Annual Fee due up to the date of termination as
                                            well as any Expenses properly incurred prior to the date of termination, less any advances
                                            against Expenses not accounted for.



 






    	 



    	 



    

 


	9.	NOTICE




 


Unless
otherwise permitted by this Agreement, all notices, requests, demands and other communications hereunder shall be in writing and shall
be deemed to have been fully given if personally delivered to the appropriate party strictly as follows:


 


Notice
to the Company:


 


VOLTH2
B.V.


Europaweg
Zuid 4, 4389PD, Ritthem


The
Netherlands


Attention:
Board of Directors (with a copy by email to: info@voltH2.com)


 


Copied
to:


 


VOLT
H2 HOLDINGS AG


c/o
Levi Laurenti Anwaltskanzlei · Notariat


Neuhofstrasse
21


CH-6340
Baar, Switzerland


Attention:
Board of Directors (with a copy by email to: law@levilaurenti.com)


 


Notice
to the Contractor:


 


VOLT
ENERGY B.V.


President
Kennedylaan 1


6269
CA Margraten


The
Netherlands


 


Attention:
André Jurres (with a copy by email to: andre.jurres@voltenergy.eu)


 


or
to such other address as each party may from time to time notify the other of in writing. Notices may not be given by regular mail, or
by facsimile.


 


	10.	MISCELLANEOUS




 


	10.1	Entire
                                            Agreement. This Agreement contains the entire understanding and agreement between the
                                            parties and supersedes all prior communications, representations and agreements whether verbal
                                            or written between the parties or their Affiliates with respect to the subject matter hereof.
                                            This Agreement may be amended or modified only by written instrument signed by all parties
                                            hereto.



 


	10.2	Survival.
                                            The rights and obligations of the parties set out under Parts 3, 6 and 7 of this Agreement
                                            survive the termination of this Agreement insofar as is necessary to give full effect to
                                            the terms hereof.



 






    	 



    	 



    

 


	12.3	Governing
                                            Law. The provisions of this Agreement shall be governed by and interpreted exclusively
                                            in accordance with the laws of the Netherlands. The parties irrevocably attorn to the exclusive
                                            jurisdiction of the Court of the Netherlands, sitting in Middelburg, with respect to any
                                            legal proceedings arising here from.



 


	12.4	Independent
                                            Legal Advice. The Company has obtained legal advice concerning this Agreement and has
                                            requested that the Contractor obtain independent legal advice with respect to this Agreement.
                                            The Contractor hereby represents and warrants to the Company that it has been advised to
                                            obtain independent legal advice, and that prior to the execution of this Agreement he has
                                            obtained independent legal advice or has, in its discretion, knowingly and willingly elected
                                            not to do so.



 


	12.5	Severability.
                                            The invalidity or unenforceability of any particular provision of this Agreement shall not
                                            affect any other provision thereof, and this Agreement shall be construed as though such
                                            invalid or unenforceable provision were omitted.



 


	12.6	Assignment.
                                            The Company may assign this Agreement to an Affiliate upon providing written notice thereof
                                            to the Contractor. 



 





IN
WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.


 





	 	VOLTH2
    B.V.
	 	 	 
	 	Per:	/s/
    Arron Smyth
	 	   	Arron
    Smyth, Director
	 	 	 
	 	VOLT
    ENERGY B.V.
	 	 	 
	 	Per:	/s/
    Andre Jurres
	 	 	André
    Jurres, Director


 




    	 



    	 



    

 


Schedule
“A”


 


Duties
of the Contractor


 


1.
Outstanding Duties


 


Between
1st of January and the 30th of June 2021 the Appointed Contractor will:




 


	 	●	secure
  land for one additional hydrogen electrolyzer site;
	 	●	negotiate
  and conclude MOUs for at least two hydrogen electrolyzer sites by 31st of March 2021; and
	 	●	negotiate
  and conclude at least two offtake agreements by June 2021 for the above hydrogen electrolyzer sites;






 


2.
General Duties


 


The
Contractor shall have such duties and responsibilities, and authorities as are designated for the office of Managing Director by the
Deed of Incorporation of the Company as well as such further duties, responsibilities, and authorities as may be reasonably assigned
to the Contractor from time to time by the Board, PROVIDED THAT the Contractor will not have any authority to bind the Company
without the written agreement of at least one other of the Company’s directors.


 


Subject
to the discretion of the Board, the Contractor shall:




 


	 	●	participate
  in the development and maintenance of the Company’s Business Plan;
	 	●	as requested
  by the Board, act in the role of a public relations officer of the Company;
	 	●	identify
  and seek the approval of the Board for the addition, elimination and/or modification of senior management positions within the Company
  and its divisions and subsidiaries;
	 	●	prepare
  for the approval of the Board corporate policies, mandates, and salary and wage structures; and
	 	●	perform
  such other duties as the Contractor shall deem necessary or appropriate for the efficient management and operation of the Company’s
  business and the preservation of its assets.





 






    	 



    	 



    

 


ASSIGNMENT
AGREEMENT


 


THIS
AGREEMENT is made effective the 12th day of February, 2021


 


BETWEEN:


 


VOLTH2
VLISSINGEN B.V., incorporated under the laws of the Netherlands with registration number 78307570, Europaweg-Zuid 4, 4389 PD Ritthem


(hereinafter
called “Vlissingen”)


 


OF
THE FIRST PART,


 


AND:


 


VOLTH2
OPERATING B.V., incorporated under the laws of the Netherlands with registration number 81874766, Europaweg-Zuid 4, 4389 PD Ritthem.





(hereinafter
called “Operating”)


OF
THE SECOND PART.


 


WHEREAS
Vlissingen (fka VoltH2 B.V.) is party to a Services Agreement dated December 1 with Volt Energy B.V. (the “Services Agreement”),


 


AND
WHEREAS Vlissingen wishes to assign the Services Agreement to Operating, pursuant to clause 12.6 of the Services Agreement.


 


NOW
THEREFORE THE PARTIES HERETO AGREE THAT the Services Agreement be and is hereby assigned from Vlissingen to Operating, effective
immediately, with Operating assuming all benefits and obligations under the Services Agreement.


 


IN
WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.


 





	VOLTH2
                                            VLISSINGEN B.V.





	VOLTH2
                                            OPERATING B.V.






	 	 
	Per:	 	 	Per:
	 	Arron
    Smyth, Director	 	Arron
    Smyth, Director


 







    	 



    	 



    

 


ASSIGNMENT
NOTICE


 


 









	FROM:	VOLTH2
  VLISSINGEN B.V. (fka VOLTH2 B.V.)




	TO:	VOLT
  ENERGY B.V.



	RE:	SERVICES
  AGREEMENT DATED DECEMBER 1, 2020




 





 






 




You
are hereby notified pursuant to s. 12.6 of the above Services Agreement that VoltH2 B.V. has assigned the above Services Agreement, in
full, to VoltH2 Operating B.V., which has assumed all obligations to you under the Agreement. VoltH2 B.V. is released from any further
obligations under the Services Agreement.


 


Dated
effective this 12th day of February 2021 by:


 





	VOLTH2
  VLISSINGEN B.V.	 
	 	 	 
	Per:	/s/
  Arron Smyth	 
	 	Arron
  Smyth, Director	 
	 	 	 
	Acknowledged
  as of this 12th day of February 2021 by:	 
	 	 	 
	VOLT
  ENERGY B.V.	 
	 	 	 
	Per:	/s/
  Andre Jurres	 
	 	André
  Jurres, Director	 



 







    	 



    	 



    

 


AMENDING
AGREEMENT


 


THIS
AMENDING AGREEMENT is made effective the 15th day of May, 2021


 


BETWEEN:


VOLTH2
OPERATING B.V., incorporated under the laws of the Netherlands with registration number 81874766, Europaweg-Zuid 4, 4389 PD Ritthem.


 


(hereinafter
called the “Company”)


 


OF
THE FIRST PART,


 


AND:


 


VOLT
ENERGY B.V., incorporated under the laws of the Netherlands, President Kennedylaan 1, 6269 CA Margraten.


(hereinafter
called the “Contractor”)


 


OF
THE SECOND PART.


 


WHEREAS
the Company and the Contractor are party to a Services Agreement made effective December 1, 2020 (the “Services Agreement”),


 


AND
WHEREAS the Company and the Contractor now wish to amend the Services Agreement as provided for is s. 10.1 of the Services Agreement.


 


NOW
THEREFORE THE PARTIES HERETO AGREE THAT the Services Agreement be and is hereby amended as follows:


 


	1.	Section
                                            2.3 of the Services Agreement is hereby deleted in its entirety and replaced with:



 


Reporting.
In providing the Services, the Appointed Contractor shall report to the Board of Directors of the Company or such other person or
persons determined by the Board from time-to-time, as follows:


 


		(a)	Monthly.
                                            The Contractor shall submit a monthly written status report on the fifth Business Day
                                            of each month during the Term, which report shall include a narrative description of activities
                                            during the preceding month as well as a monthly internal cash flow statement and a reconciliation
                                            of progress against the Business Plan.



 


		(b)	Quarterly.
                                            The Contractor shall submit a quarterly report to the Board within 30 calendar days of
                                            the end of each of the Company’s fiscal quarters which shall include an updated Business
                                            Plan as well as financial statements for the preceding quarter or in such other manner and
                                            at such intervals as is required by the Board. 



 






    	 



    	 



    

 


	2.	Section
                                            4.1 of the Services Agreement is hereby deleted in its entirety and replaced with:



 


Services.
The Contractor shall make available the attendance and services of the Appointed Contractor to provide the Services as President
and Managing Director of the Company (and as requested senior positions with its Affiliates) or such other position as agreed by the
Company and the Contactor. The Contractor agrees that the Contractor and the Appointed Contractor will devote substantially all of their
working time as well as well as their best efforts, abilities, knowledge and experience to the faithful performance of the Duties and
such other responsibilities and authorities as are required from the Appointed Contractor in the position of President and Managing Director.
Neither the Contractor nor the Appointed Contractor shall engage in any business which is in direct competition with the Company or which
interferes with or prevents the Contractor or the Appointed Contractor from fulfilling the obligations to the Company hereunder. Notwithstanding
the preceding, the Contractor and the Appointed Contractor may, without being in violation of their obligations hereunder serve on corporate,
civic or charitable boards, or committees which arc not engaged in business in competition with the Company or any subsidiary provided
the Appointed Contractor shall use his best efforts to pursue such activities in such a manner so that such activities shall not prevent
the Appointed Contractor from fulfilling his obligations to the Company hereunder. The Contractor and the Appointed Contractor shall
at all times well and faithfully serve the Company and use their best efforts to promote the interests of the Company.


 


	3.	A
                                            new section 4.1A is hereby inserted as follows:



 


Board
Seat. The Contractor agrees that the Appointed Contractor will serve as a Director of the Company and/or its Affiliates during the
Term, if and as duly nominated and elected by the shareholders or appointed by the Board.


 


	4.	A
                                            new section 4.1B is hereby inserted as follows:



 


Days
Off. The Contractor shall be entitled to designate thirty (30) Business Days during each year of the Term as days with respect to
which it will not be required to provide the Services to the Company. These Days Off shall be taken at times to be mutually agreed upon
by the parties and in accordance with the Company’s vacation plans, policies and practices as then in effect and with a view to
the business requirements of the Company. The Contractor shall not be entitled to additional compensation in respect of any days not
so designated.


 


	5.	Section
                                            5.1 of the Services Agreement is hereby deleted in its entirety and replaced with:



 


Annual
Fee. The Company shall pay to the Contractor a fee (the “Annual Fee”) of TWO HUNDRED TWENTY-FIVE THOUSAND EUROS
(€225,000.00) per calendar year, plus applicable value added taxes, payable monthly in arrears. After one year, and at the
request of the Contractor, within a reasonable time (not to exceed 90 days) following the filing of the Company’s annual financial
results the Compensation Committee will review the Annual Fee for upward adjustment.


 


	6.	Section
                                            5.2 of the Services Agreement is hereby deleted in its entirety and replaced with:



 


Discretionary
Bonus. In addition to the Annual Fee the Company may also pay the Contractor discretionary an annual bonus compensation up to 50%
of the Annual Fee (the “Annual Bonus Compensation”), in the form of cash or shares of the common stock of the Company
in such amount, if any, determined by the Compensation Committee to be proper and appropriate for each fiscal year of the Company during
the term of this Agreement. Such Annual Bonus Compensation shall be based upon such factors as the Compensation Committee shall deem
appropriate in its sole discretion and which A. will include whether or not the Outstanding Obligations set forth in Schedule
“A” have been met and B. may also include (i) the Appointed Contractor’s contributions to the success of the
Company for each fiscal year of the Company during the term hereof; (ii) the Company’s share price performance viewed objectively
as well as against its peer group within the industry; (iii) the success of the Company’s development activities; (iv) the consolidated
revenues, expenses and profits of the Company, its divisions and its subsidiaries for each fiscal year of the Company during the term
hereof, as determined in accordance with generally accepted accounting principles; and (v) the general overall economic performance of
the Company.


 


	7.	Schedule
                                            “A” of the Services Agreement, “Duties of the Contractor”, is hereby
                                            deleted in its entirety and replaced with Schedule “A” attached hereto. 



 





IN
WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.


 


	VOLTH2
                                            OPERATING B.V.





	 	VOLT
                                            ENERGY B.V.






	 	 	 
	Per:	/s/
    Arron Smyth	 	Per:	/s/
    Andre Jurres
	 	represented
    by Arron Smyth, Director	 	 	represented
    by André Jurres, Director


 







    	 



    	 



    

 


Schedule
“A”


 


Duties
and Responsibilities of the Contractor


 


1.
Outstanding Responsibilities


 


By
December 31, 2021 the Appointed Contractor will:


 


		●	secure
                                            land under an MOU, option, concession or lease for four additional hydrogen electrolyser
                                            sites suitable to facilitate construction of up to a minimum of 10-25MW capacity per site;



		●	negotiate
                                            and enter into MOUs or JDAs of co-development or in cooperation with a strategic partner
                                            for a minimum of three hydrogen electrolysers on the Company’s sites;



		●	commence
                                            pre-development and permitting process under board-approved development schedules for
                                            at least 1 hydrogen electrolyser sites with a minimum capacity of 20MW per site, in excess
                                            of Vlissingen and Terneuzen; and



		●	continue
                                            the build up & development of the Company’s technical & management team for
                                            the Company’s projects. 



 


2.
General Duties


 


The
Contractor and the Appointed Contractor shall have such duties and responsibilities, and authorities as are designated for the office
of President and Managing Director by the Deed of Incorporation of the Company as well as such further duties, responsibilities, and
authorities as may be reasonably assigned to the Appointed Contractor from time to time by the Board,


 


PROVIDED
THAT the Contractor will not have any authority to bind the Company without the written agreement of at least one other of the Company’s
directors.


 


Subject
to the discretion of the Board, the Contractor and the Appointed Contractor shall:


 




	 	●	formulate,
                                            maintain and as directed by the Board implement the Business Plan;
	 	●	as
                                            requested by the Board, act in the role of a public relations officer of the Company and
                                            its Affiliates;
		●	secure,
                                            negotiate and document key industry relationships including locations, suppliers and buyers
                                            as well as other key inputs and outputs
	 	●	identify
                                            and seek the approval of the Board for the addition, elimination and/or modification of key
                                            human resources assets for the Company and its divisions and subsidiaries;
	 	●	prepare
                                            for the approval of the Board corporate policies, mandates, and salary and wage structures;
                                            and
	 	●	perform
                                            such other duties as the Contractor shall deem necessary or appropriate for the efficient
                                            management and operation of the Company’s business and the preservation of its assets.