Exhibit 10.2


 


CONSULTING AGREEMENT


 


This Consulting Agreement
(“Agreement”) is made as of the 11th day of May, 2017 by and between James N. Harmon, whose address is XXXXXXXXXXXXX,
Seattle, Washington XXXXX (the “CONSULTANT”), and ClearSign Combustion Corporation, whose address is 12870 Interurban
Avenue South, Seattle, Washington 98168 (the “COMPANY”), in reference to the following:


 


RECITALS


 


A.           The
COMPANY is subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations promulgated thereunder.


 


B.           The
CONSULTANT was the Chief Financial Officer of the COMPANY from June 16, 2011 to May 11, 2017 and has substantial experience and
knowledge regarding the COMPANY’s financial and reporting matters.


 


C.           The
COMPANY wishes to retain the CONSULTANT, and the CONSULTANT wishes to be retained by the COMPANY, to assist the COMPANY with the
transition of the CONSULTANT’s former duties and responsibilities as Chief Financial Officer to the CONSULTANT’s successor.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the COMPANY and the CONSULTANT agree as follows:


 


AGREEMENT


 


1.          Term.
Subject to Section 5 of this Agreement, the COMPANY retains the CONSULTANT and the CONSULTANT accepts this appointment with the
COMPANY for a period of twelve months, beginning on the date of this Agreement and ending on April 30, 2018 (the “Term”).


 


2.          Duties
of CONSULTANT. The CONSULTANT agrees to perform the consulting services (the “Services”) set forth on Exhibit
A to this Agreement and made a part of it. The CONSULTANT will determine the method, details and means of performing the Services.
The CONSULTANT agrees that, if and as requested by the Company, (i) during each month of service he will provide no less than
8 hours of service and may be required to provide as many as 16 hours of service (the “Monthly Required Service”);
(ii) during the review of each fiscal quarter he will provide, in addition to the Monthly Required Service, no less than 8 to
12 hours of service per week for the 4 week period following each fiscal quarter end; and (iii) during the 2017 annual review,
in addition to the Monthly Required Service, he will provide no less than 8 to 12 hours of service per week for a period of 2
weeks in January 2018.


 


3.          Compensation.
The COMPANY shall pay to the CONSULTANT fees as described on Exhibit A as compensation for the Services performed plus expenses
to be reimbursed at cost. All expenses greater than $500 per month must be previously authorized by the COMPANY.


 




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		4.	Nondisclosure.



 


4.1           Property
Belonging to COMPANY. The CONSULTANT acknowledges his prior execution of the Confidentiality and Proprietary Rights Agreement
dated December 21, 2012 attached as Exhibit B to this Agreement, and made a part of it, and agrees that it remains in full
force and effect.


 


4.2           Access
to Confidential Information. The CONSULTANT agrees that during the term of the business relationship between the CONSULTANT
and the COMPANY, the CONSULTANT will have access to and become acquainted with confidential proprietary information (“Confidential
Information”) which is owned by the COMPANY and is regularly used in the operation of the COMPANY’s business. The
CONSULTANT agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted
and includes (i) information that has, or could have, commercial value for the business in which the COMPANY is engaged, or in
which the COMPANY may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental
to the economic interests of the COMPANY. The CONSULTANT agrees that the term “Confidential Information” includes,
without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how,”
negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreements, details
of customer or contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques
or plans, business acquisition plans, science or technical information, ideas, discoveries, designs, computer programs (including
source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements
or other proprietary or intellectual property of the COMPANY, whether or not in written or tangible form, and whether or not registered,
and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The CONSULTANT acknowledges
that all Confidential Information, whether prepared by the CONSULTANT or otherwise acquired by the CONSULTANT in any other way,
shall remain the exclusive property of the COMPANY. The term “Confidential Information” does not include (i) any information
known to the CONSULTANT prior to disclosure by the COMPANY or its representatives, (ii) any information which becomes available
to the CONSULTANT on a non-confidential basis from a source other than the COMPANY who is not bound by a confidentiality agreement
with, or any other contractual, legal or fiduciary obligation of confidentiality to, the COMPANY or any related party with respect
to such information and (iii) any information which is or becomes generally available to the public other than as a result of
a disclosure by the CONSULTANT in breach of this Agreement. In the event that the CONSULTANT receives a request to disclose all
or any part of the Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent
jurisdiction the CONSULTANT agrees to immediately notify the COMPANY of the existence, terms and circumstances surrounding such
a request. The COMPANY agrees to assume, at its sole charge and expense, any costs that are the direct result of actions taken
at the direction or request of the COMPANY (and, if any payments are made by the CONSULTANT, to promptly reimburse the CONSULTANT
for such payments), including any fees and disbursements to legal counsel that the CONSULTANT incurs.


 




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4.3           No
Unfair Use by CONSULTANT. The CONSULTANT promises and agrees that the CONSULTANT (which shall include his employees, advisors,
consultants, contractors and affiliates) shall not misuse, misappropriate, or disclose in any way to any person or entity any of
the COMPANY’s Confidential Information, either directly or indirectly, nor will the CONSULTANT use the Confidential Information
in any way or at any time except as required in the course of the CONSULTANT’s business relationship with the COMPANY. The
CONSULTANT agrees that the sale or unauthorized use or disclosure of any of the COMPANY’s Confidential Information constitutes
unfair competition. The CONSULTANT promises and agrees not to engage in any unfair competition with the COMPANY and will take measures
that are appropriate to prevent his employees, contractors or affiliates from engaging in unfair competition with the COMPANY.


 


4.4           Obligations
Survive Agreement. The CONSULTANT’s obligations under this Section 4 shall survive the expiration or termination of this
Agreement.


 


		5.	Termination.



 


5.1           Termination
on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, the
non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective
immediately on receipt of said notice. For purposes of this Section 5.1, material breaches of this Agreement shall include, but
not be limited to, (i) the failure by the COMPANY to pay the compensation set forth in Section 3 above; (ii) the willful breach
or habitual neglect by the CONSULTANT of the duties which he is required to perform under the terms of this Agreement; (iii) the
CONSULTANT’s commission of acts of dishonesty, fraud, or misrepresentation; (iv) the failure by the CONSULTANT to conform
to all laws and regulations governing the CONSULTANT’s duties under this Agreement; or (v) the commission by the CONSULTANT
of any act that tends to bring the COMPANY into public scandal or which will reflect unfavorably on the reputation of the COMPANY.


 


5.2           Automatic
Termination. This Agreement terminates automatically on the death or disability of the CONSULTANT, provided that as a result
of the disability the CONSULTANT is no longer able to perform the Services required by this Agreement for a period of at least
30 days.


 


5.3           Return
of COMPANY Property. Upon the termination or expiration of this Agreement, the CONSULTANT (which shall include his employees,
advisors, consultants, contractors and affiliates) shall immediately transfer to the COMPANY all files (including, but not limited
to, electronic files), records, documents, drawings, specifications, equipment and similar items in his/her/its possession or the
possession of contractors relating to the business of the COMPANY or its Confidential Information (including the work product of
the CONSULTANT created pursuant to this Agreement).


 


6.           Status
of CONSULTANT. The CONSULTANT understands and agrees that neither he nor his employees are employees of the COMPANY and
that neither he nor his employees shall be entitled to receive employee benefits from the COMPANY, including, but not limited to,
sick leave, vacation, retirement or death benefits. The CONSULTANT shall be responsible for providing, at the CONSULTANT’s
expense and in the CONSULTANT’s name, disability, worker’s compensation or other insurance as well as licenses and
permits usual or necessary for conducting the Services hereunder. Furthermore, the CONSULTANT shall pay, when and as due, any and
all taxes incurred as a result of the CONSULTANT’s compensation hereunder, including estimated taxes, and shall provide the
COMPANY with proof of said payments, upon demand. The CONSULTANT hereby agrees to indemnify the COMPANY for any claims, losses,
costs, fees, liabilities, damages or injuries suffered by the COMPANY arising out of the CONSULTANT’s breach of this Section
6.


 




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7.          Representations
by CONSULTANT and Indemnification by COMPANY. The CONSULTANT represents that the CONSULTANT has the qualifications and
ability to perform the Services in a professional manner, without the advice, control, or supervision of the COMPANY. The CONSULTANT
also represents that he will promptly provide a state UBI number as well as an executed Form W-9 to the COMPANY.


 


The COMPANY previously
indemnified the CONSULTANT under the Indemnification Agreement dated March 7, 2012 attached
as Exhibit C to this Agreement and made a part of it. Such indemnification shall continue in relation to all Services
performed by the CONSULTANT for the COMPANY pursuant to this Agreement, regardless of the fact that the CONSULTANT is no longer
an officer of the COMPANY, so long as the CONSULTANT is not grossly negligent in the performance of the Services or does not engage
in willful misconduct in the performance of the Services.


 


8.          Notices.
Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called
“Notices”) required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A)
personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight
delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), or
(C) by electronic (including e-mail) or facsimile or telephonic transmission, provided the receiving party has a compatible device
or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt).
Notices shall be addressed to the addresses set forth below, or to such other address as the receiving party shall have specified
most recently by like Notice, with a copy to the other party.


 


If to the COMPANY:


 


ClearSign Combustion Corporation


12870 Interurban Avenue South


Seattle, Washington 98168


Attn.: Chief Executive Officer


Facsimile No.: (206) 299-3553


E-Mail: steve.pirnat@clearsign.com


 


If to the CONSULTANT:


 


James N. Harmon


XXXXXXXXXXXXX


Seattle, Washington XXXXX


E-Mail: XXXXXXXXXXXXXXX


 


9.          Choice
of Law and Venue. This Agreement shall be governed according to the laws of the state of Washington. Venue for any legal
or equitable action between the COMPANY and the CONSULTANT which relates to this Agreement shall be in the county of King in the
State of Washington.


 




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10.         Entire
Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto
with respect to the Services to be rendered by the CONSULTANT to the COMPANY and contains all of the covenants and agreements between
the parties with respect to the Services to be rendered by the CONSULTANT to the COMPANY in any manner whatsoever. Each party to
this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made
by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding on either party.


 


11.         Amendment/Waiver.
Except as expressly provided otherwise herein, neither this Agreement nor any of the terms, provisions, obligations or rights contained
herein, may be amended, modified, supplemented, augmented, rescinded, discharged or terminated (other than by performance), except
by a written instrument or instruments signed by all of the parties to this Agreement. No waiver of any breach of any term, provision
or agreement contained herein, or of the performance of any act or obligation under this Agreement, or of any extension of time
for performance of any such act or obligation, or of any right granted under this Agreement, shall be effective and binding unless
such waiver shall be in a written instrument or instruments signed by each party claimed to have given or consented to such waiver
and each party affected by such waiver.


 


12.         Counterparts.
This Agreement may be executed manually or by facsimile signature in two or more counterparts, each of which shall be deemed an
original, and all of which together shall constitute but one and the same instrument.


 


13.         Arbitration/Equitable
Relief.  The parties hereby agree that all controversies, claims and matters of difference shall be resolved by binding
arbitration before JAMS located in Seattle, Washington according to the rules and practices of JAMS from time-to-time in force;
provided however that the parties hereto reserve their rights to seek and obtain injunctive or other equitable relief
from a court of competent jurisdiction, without waiving the right to compel such arbitration pursuant to this Section. The arbitrator
shall apply Washington law in rendering a decision. The CONSULTANT acknowledges that irreparable injury will result to the COMPANY
from the CONSULTANT’s violation of any of the terms of Section 4 (Nondisclosure) of this Agreement. The CONSULTANT expressly
agrees that the COMPANY shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other
equitable remedy respecting such violation or continued violation.


 


14.         Severability.
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined
to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in
that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal
or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision,
there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid
and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to
persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby
and shall continue in full force and effect to the fullest extent provided by law.


 


15.         Preparation
of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or
the opportunity to avail itself or himself of same. In light of these facts it is acknowledged that no party shall be construed
to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged
draftsman of this Agreement.


 




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16.         No
Assignment of Rights or Delegation of Duties by CONSULTANT; COMPANY’s Right to Assign. The CONSULTANT’s rights
and benefits under this Agreement are personal to him and therefore no such right or benefit shall be subject to voluntary or involuntary
alienation, assignment or transfer. The COMPANY may assign its rights and delegate its obligations under this Agreement to any
other person or entity.


 


17.         Electronically
Transmitted Documents. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is
thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated
as if manually signed by the party whose facsimile signature appears.


 


[signatures appear on next page]


 




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WHEREFORE, the parties have executed
this Agreement on the date first written above.


 


	 	“CONSULTANT”
	 	 	 
	 	By:	/s/ James N. Harmon 

	 	 	James N. Harmon
	 	 	 
	 	“COMPANY”
	 	 
	 	ClearSign Combustion Corporation
	 	 	 
	 	By:	/s/ Stephen
E. Pirnat 

	 	 	Stephen E. Pirnat
	 	 	Chairman & Chief Executive Officer


 




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EXHIBIT A


 


DUTIES OF CONSULTANT


 


Reporting to the CEO and Interim CFO, CONSULTANT will provide financial
services in accordance with Section 2 of this Agreement, as reasonably required by COMPANY, including but not limited to assistance
with the preparation and review of the COMPANY’s quarterly financial statements and related Exchange Act filings, and any
other service performed by the CONSULTANT during his tenure as the COMPANY’s CFO, including any service that may relate to
the COMPANY’s Exchange Act reporting requirements, as they arise.


 


COMPENSATION OF CONSULTANT


 


CONSULTANT to be paid an hourly rate of $200.00 per hour payable
within thirty (30) days of presentation of an invoice detailing hours worked and expenses, if any.


 


Further, CONSULTANT will have the option to purchase the personal
computer he used while an employee for the fair market value as determined in the sole discretion of the COMPANY.


 




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EXHIBIT B


 


Confidentiality and Proprietary Rights Agreement


executed by James N. Harmon on December 21,
2012


   


Confidentiality
and Proprietary Rights Agreement


 


I, the undersigned employee
or consultant, enter into this Confidentiality and Proprietary Rights Agreement (Agreement) with ClearSign
Combustion Corporation (Company). This Agreement is effective immediately.


 


Company has researched,
compiled and developed certain proprietary data, including, but not limited to customer information, trade secrets, and other information
which is not generally disclosed by Company to the public. In the course of my employment or consulting relationship with Company,
I may acquire knowledge (both orally and in writing) relating to confidential affairs of Company and confidential, proprietary,
and trade secret information. In consideration of my employment or consulting relationship, and Company ‘s time, effort and
resources devoted to my training and briefing, and my access to Confidential Information (defined below) that will assist me in
performing my duties, I agree as follows:


 


1.          Confidential
Information. “Confidential Information” is proprietary data that has been researched, compiled, developed and/or
maintained by Company, and which is not generally known within the industry. Confidential Information includes, but is not limited
to, information, ideas, knowledge, data, or know-how related to products, processes, software, designs, formulae, tests, research,
business and/or marketing plans and strategies, costs, profits, pricing, personnel and financial information, capitalization and
other corporate data and information, and information about or obtained from customers, authors, suppliers, consultants, licensees,
or affiliates. Confidential Information also includes information Company has received from third parties in confidence.


 


(a)          Use
and Disclosure Restrictions. I will not use or disclose Confidential Information, in any form, for any purpose, except in the
course of and for the purposes of my employment or consulting relationship with Company and in compliance with insider trading
and information laws, rules, and regulations.


 


(b)          Ownership
of Information. I will obtain no right, title or interest in the Confidential Information, or any related information or data.
The Confidential Information and related information shall remain the sole property of Company.


 


(c)          Return
of Information. I will return all Confidential Information, including all copies in any form, to Company immediately upon termination
of my employment or consulting relationship with Company, or earlier upon request of Company.


 


2.          Return
of Property. In the course of my employment or consulting relationship with Company, I may be provided with equipment, supplies,
keys, credits cards, software, and other property for business use (collectively, “Company Property”). I will return
all Company Property immediately upon termination of my employment or consulting relationship with Company, or otherwise immediately
on Company’s request.


 



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3.          Assignment
of Inventions.


 


(a)          “Inventions”
means ideas, improvements, designs, processes, formulas, techniques, authored works (whether software or other forms), and/or discoveries
related to the use of electric and/or magnetic fields in flames, furnaces, and combustion systems, including the Company’s
Electrodynamic Combustion ControlTM technology, whether or not reduced to writing, and whether or not patentable or copyrightable.


 


(b)          “Covered
Work” means Inventions conceived by me (alone or with others) or that are developed in whole or in part on Company time
as an employee or consultant, or in whole or in part using Company’s equipment, supplies, or facilities, or that depend for
their effectiveness on, or incorporate, Confidential Information. An Invention I conceive or develop on Company time is Covered
Work whether or not my activities occur (i) on or off the premises, (ii) before, during or after normal working hours, or (iii)
within or without the scope of work assigned to me.


 


(c)          Assignment.
I understand that Covered Work is work made for hire and, in any case, owned exclusively by Company. To the extent any such Covered
Work does not qualify as work made for hire, I hereby assign to Company all worldwide right, title and interest to all such Covered
Work, whenever made. I hereby waive any rights and claims I may have in any jurisdiction to any moral rights of “droit moral”
with respect to any Covered Work and confirm that Company has the right to make, have made, and own enhancements, derivative works,
and other modifications to Covered Work.


 


(d)          Reporting.
I agree to inform an officer of Company if I intend to incorporate into Company’s products or technology or otherwise
use for Company’s benefit any Invention I made that I believe is not a Covered Work. If I fail to inform an officer of Company
prior to such use of an Invention I made, I hereby grant to company a non-exclusive, unlimited, perpetual, irrevocable, worldwide,
royalty-free right and license to use such Invention in connection with Company’s business and in its sole discretion.


 


(e)          Exceptions.
Except as provided in section 3(d), this section 3 does not apply to any Invention I made that predates my employment or consulting
relationship with Company and which is identified on Exhibit A to this Agreement. This section 3 also does not apply to any invention
for which no equipment, supplies, facilities, or trade secret information of Company was used and which was developed entirely
on my own time, unless (i) the invention relates directly to the business of Company, or to Company’s actual or demonstrably
anticipated research or development, or (ii) the invention results from any work I performed for Company.


 


(f)          Cooperation.
I will reveal promptly all information relating to Inventions and Covered Work to an appropriate officer of the Company, including
apprising such officer of the status of the items described in Exhibit A. At Company’s expense, and for no additional compensation,
I will cooperate fully and promptly with Company and execute such documents as may be requested if Company desires to seek, document,
enhance, or defend Company’s ownership, copyright, patent, trademark, or other intellectual property protection relating
to any Covered Work, even after I no longer work for Company. I appoint Company (and its authorized agents) as my agent and attorney-in-fact
for the following limited purposes: to take any action to obtain patents, copyrights, or other kinds of legal protection in Covered
Works; to assign those rights to Company; and to protect those rights from infringement. This appointment and power of attorney
are irrevocable. Any action taken by Company under this power of attorney will have the same legal effect as if I did it myself.


 



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4.          No
Violation of Contract. My acceptance of an employment or consulting relationship with Company does not violate any contractual
obligations I owe to any third party. I will not use or disclose to Company confidential information or trade secrets of any third
party without that party’s consent. I acknowledge that Company wishes me to abide strictly by the terms of valid and enforceable
obligations I have to prior employers or clients, and that I am to inform an appropriate officer of the Company whenever I believe
a task I am to perform for the Company would put my ability to abide by those obligations at risk.


 


5.          Employment.
If I am an employee, I will devote my full time and attention to the transaction of Company’s business while I am employed
by Company. Nothing in this Agreement creates an employment contract for a specific term or otherwise alters the at-will nature
of my employment with Company. Either party may terminate the employment relationship at any time, for any reason, with or without
prior notice.


 


6.          Conflict
of Interest. While I am employed by or consulting for Company, I will not work, directly or indirectly, for any company which
competes with Company, nor will I solicit Company customers, potential customers or contacts for the purpose of selling products
or services for any person or entity other than Company.


 


7.          Non-solicitation.
For one year after my employment or consulting relationship with Company terminates, regardless of the reason for termination,
I will not (a) directly solicit business from any person or entity which then is or was a Company customer, client or prospect
during the twelve (12) months prior to termination, (b) induce any such person or entity to cease or reduce their business relationship
with Company; (c) induce any person to leave the employment of Company; or (d) directly or indirectly hire or use the services
of any Company employee unless I obtain Company’s written consent. I will not aid others in doing anything I am prohibited
from doing myself under this paragraph, whether as an employee, officer, director, shareholder, partner, consultant or otherwise.
For purposes of this paragraph, the term “solicit” includes (i) responding to requests for proposals and invitations
for bids, (ii) initiating contacts with customers, clients, or prospects of Company for the purpose of advising them that I no
longer am employed by or consulting for Company and am available for work which is competitive with the services offered by Company,
and (iii) participating in joint ventures or acting as a consultant or subcontractor or employee of others who directly solicit
business prohibited by this Agreement. The term “Company employee” includes any then current employee of Company or
any person who has left the employ of Company within the then previous six (6) months. The terms “Company client” and
“Company customer” include any parent corporation, subsidiary corporation, affiliate corporation or partner or joint
venture of a client or customer. “Company prospect” means any person or entity to whom Company has submitted a bid
or proposal within the then immediately preceding six (6) months.


 



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8.          Noncompetition.
For one year following termination of my employment for any reason, I will not directly Compete (defined below) with Company anywhere
Company is doing or has plans to do business, nor will I engage in any other activity which would conflict with the Company’s
business, or interfere with my obligations to the Company. “Compete” means directly: (i) have any financial interest
in, (ii) join, operate, control or participate in, or be connected as an officer, employee, agent, independent contractor, partner,
principal or shareholder with (except as holder of not more than five percent (5%) of the outstanding stock of any class of a corporation,
the stock of which is actively publicly traded) or (iii) provide services in any capacity to those participating in the ownership,
management, operation or control of, and/or (iv) act as a consultant or subcontractor to, a Competitive Business (defined below).
“Competitive Business” means any corporation, proprietorship, association or other entity or person engaged in the
sale, production and/or development of products or the rendering of services of a kind similar to or competitive with that sold,
produced, developed or rendered by Company as of the date my employment or consulting relationship terminates. Currently, the Company
believes that it and its Electrodynamic Combustion ControlTM technology have no competitors.


 


9.          Continuation
of Obligations. Except to the extent this Agreement provides otherwise, the restrictions of and my obligations under this Agreement
will continue after my employment or consulting relationship terminates, regardless of the reason for termination. Upon termination
of my employment or consulting relationship, I agree to execute and deliver to Company the Termination Certification in the form
attached as Exhibit B to this Agreement.


 


10.         Consent
to Injunction. I acknowledge that Company would suffer irreparable harm for which monetary damages alone would not adequately
compensate Company if I breached this Agreement. For that reason, I agree Company shall be entitled to injunctive relief to enjoin
any breach or threatened breach of this Agreement, in addition to any other available remedies.


 


11.         Governing
Law and Jurisdiction. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Washington,
without regard to conflict of law principles. The exclusive jurisdiction for any action to interpret or enforce this Agreement
shall be State of Washington.


 


12.         Attorney
Fees. In the event of any suit, action or arbitration to interpret or enforce this Agreement, the prevailing party shall be
entitled to its attorney fees, costs, and out-of-pocket expenses, at trial and on appeal.


 


13.         Waiver.
Company’s failure to demand strict performance of any provision of this Agreement shall not constitute a waiver of any provision,
term, covenant, or condition of this Agreement or the right to demand strict performance in the future.


 


14.         Successors
and Assigns. This Agreement shall be binding upon my heirs, executors, administrators or other legal representatives and may
be assigned and enforced by Company, its successors and assigns. As used in this Agreement, the term “Company” shall
include Company, its subsidiaries, subdivisions, and affiliates.


 


15.         Entire
Agreement. This Agreement and any confidentiality, nonsolicitation, and/or noncompetition agreement I entered into with Company
or any predecessor company acquired by or affiliated with Company, constitute the entire agreement of Company and me with respect
to the subject matter of this Agreement. Each of the rights, obligations and remedies provided for in these agreements shall be
cumulative.


 



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16.         Severability
and Enforcement. The parties agree that any provision of this Agreement or its application that is held invalid shall be modified
as necessary to render it valid and enforceable. If any provision of this Agreement or its application is held invalid and cannot
be modified to render it valid and enforceable, the invalidity shall not affect other obligations, provisions, or applications
of this Agreement which can be given effect without the invalid provisions or applications.


 


17.         Opportunity
for Review. I acknowledge that I have carefully read the foregoing Agreement, understand its contents, and signed it voluntarily.


 


	Print Name:  	James N. Harmon


 


Check one:


þ     Employee


 ̈     Consultant


 


	Signature:  	/s/ James N. Harmon


 


	Date:  	12/21/2012


 




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Exhibit A


 


List of Prior Inventions and Original Works
of Authorship Excluded from Section 3


 


	Title	 	Date	 	Identifying Number or Description
	 	 	 	 	 
	 	 	 	 	 


  


	x	 No inventions or improvements
	 	 
	 	 Additional sheets attached




 





	Print Name:  	James N. Harmon




 


	Signature:  	/s/ James N. Harmon



 


	Date:  	12/21/2012



 




    Exhibit A


     


    

 


Exhibit B


 


Termination
Certification


(to be completed at time of termination)


 


I hereby certify that I
have returned all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, laboratory notebooks, flow charts, materials, equipment, documents, and property, including copies and reproductions
of all of the aforementioned items belonging to Company, its subsidiaries, affiliates, successors and assigns, and deleted all
Confidential Information from all personal computers and servers that are not within Company’s control, excepting only (i)
my personal copies of records relating to my employment; (ii) my personal copies of any materials previously distributed generally
to stockholders of the Company; and (iii) my copy of this Agreement. I further certify that I have complied with all the terms
of the Company’s Confidentiality and Proprietary Rights Agreement signed by me, including the reporting of any inventions
and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that
agreement.


 


I hereby affirm my continuing
obligations under the Company’s Confidentiality and Proprietary Rights Agreement, notwithstanding the termination of my employment
or consulting relationship.


 


Print Name:  ______________________________


 


Signature:   ______________________________


 


Date:  _________________________________



  




    	 		 



     


    

 


EXHIBIT C


Indemnification Agreement


executed by ClearSign Combustion Corporation


and its Indemnitee, James N. Harmon,


on March 7, 2012


 










CLEARSIGN
COMBUSTION CORPORATION


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT is entered
into, effective as of March 7, 2012 by and between ClearSign Combustion Corporation, a Washington corporation (the “Company”),
and James N. Harmon (“Indemnitee”).


 


WHEREAS, it is essential to the Company
to retain and attract as directors and officers the most capable persons available;


 


WHEREAS, Indemnitee is a director and/or
officer of the Company; and


 


WHEREAS, in recognition of Indemnitee’s
need for substantial protection against personal liability in order to enhance Indemnitee’s continued and effective service
to the Company, and in order to induce Indemnitee to provide services to the Company as a director and/or officer, the Company
wishes to provide in this Agreement for the indemnification of and advance of expenses to Indemnitee to the fullest extent (whether
partial or complete) permitted by Washington state law and as set forth in this Agreement, and, to the extent insurance is maintained,
for the coverage of Indemnitee under the Company’s director and officer liability insurance policies.


 


NOW, THEREFORE, in consideration of the
above premises and of Indemnitee’s continued service to the Company, and intending to be legally bound hereby, the parties
agree as follows:


 


1. Certain Definitions.


 


		(a)	“Board” means the board of directors
of the Company.



 


		(b)	“Change in Control” shall be deemed
to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Act”)), other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially
the same proportions as their ownership of stock of the Company (collectively “excluded persons”), is or becomes
the “Beneficial Owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the
Company representing 30% or more of the total voting power represented by the Company’s then outstanding Voting Securities,
or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any
new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board,
or (iii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there
is no substantial change in the shareholders of the Company or their relative stock holdings), or (iv) a merger in which the Company
is the surviving corporation but after which the shareholders of the Company immediately prior to such merger (other than any
shareholder that merges, or which owns or controls another corporation that merges with the Company in such merger) cease to own
their shares or other equity interest in the Company, or (v) in the event of a dissolution or liquidation of the Company, or (vi)
the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets,
or (vii) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar
transaction.



 




     

     


    

 


		(c)	“Company” shall
                                         include, in addition to the Company named in this Agreement, any constituent corporation
                                         (including any constituent of a constituent) absorbed in a consolidation or merger with
                                         the Company, which constituent corporation, if its separate existence had continued,
                                         would have had power and authority to indemnify its directors, officers, employees or
                                         agents.  For purposes of this Agreement, references to “other enterprises”
                                         shall include employee benefit plans; and references to “serving at the request
                                         of the Company” shall include any service as a director, officer, employee or agent
                                         of the Company which imposes duties on, or involves services by, such director, officer,
                                         employee or agent with respect to an employee benefit plan or its participants or beneficiaries;
                                         and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
                                         to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee
                                         shall be deemed to have acted in a manner “not opposed to the best interests”
                                         of the Company as referred to in this Agreement.



 


		(d)	“Expenses” mean any expense, liability,
or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement,
any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed as a result
of the actual or deemed receipt of any payments under this Agreement, paid or incurred in connection with investigating, defending,
being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating
to any Indemnifiable Event.



 


		(e)	“Indemnifiable Event” means any event
or occurrence that takes place either prior to or after the effective date of this Agreement, relating to the fact that Indemnitee
is or was a director or an officer of the Company, or while a director or officer is or was serving at the request of the Company
as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint
venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation,
or related to anything done or not done by Indemnitee in any such capacity.



 


		(f)	“Independent Counsel” means the person
or body appointed in connection with Section 3.



 


		(g)	“Potential Change in Control” shall
be deemed to have occurred if (i) the Company enters into an agreement or arrangement, the consummation of which would result
in the occurrence of a Change in Control, (ii) any person (including the Company) publicly announces an intention to take or to
consider taking actions that, if consummated, would constitute a Change in Control, (iii) any person (other than an Excluded Person)
who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined
voting power of the Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities
by 5% or more over the percentage so owned by such person on the date hereof, or (iv) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control has occurred.



 




     

     


    

 


 


		(h)	“Proceeding” means (i) any threatened,
pending, or complete action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, or (ii) any
inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes
might lead to the institution of any such action, or proceeding.



 


		(i)	“Reviewing Party” means the person or
body appointed in accordance with Section 3.



 


		(j)	“Voting Securities” means any securities
of the Company that vote generally in the election of directors.



 


2. Agreement to Indemnify.


 


(a)         General Agreement. In the
event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or
witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter
be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or
interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto).


 


(b)         Limitations on Indemnification.
Indemnification shall be provided to any Indemnitee to the fullest extent permitted by the Revised Code of Washington (“RCW”).
Accordingly, the RCW substantially provides the following limitations, which shall apply to any indemnification provided under
this Agreement:


 


		(1)	A corporation may not indemnify a director unless approved in
                                         the specific case after a determination has been made that indemnification of the director
                                         is permissible in the circumstances because the director has met the applicable Standard
                                         of Conduct (defined below).



 


		(2)	The determination shall be made:

                                         

                                              (a) by the board of directors by majority vote of a quorum consisting
                                         of directors not at the time parties to the Proceeding;

                                         

                                              (b) if a quorum cannot be obtained under (a) above, by majority
                                         vote of a committee duly designated by the Board, in which designation directors who
                                         are parties may participate, consisting solely of two or more directors not at the time
                                         parties to the Proceeding;

                                         

                                              (c) by special legal counsel:



 


		(i)	selected by the Board or its committee in the manner prescribed
                                         in (a) or (b) of this subsection; or



 


		(ii)	if a quorum of the Board cannot be obtained under (a) of this
                                         subsection and a committee cannot be designated under (b) of this subsection, selected
                                         by majority vote of the full Board, in which selection directors who are parties may
                                         participate; or



 




     

     


    

 


(d) by the shareholders, but
shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the
determination.


 


An individual shall be deemed to have met
the “Standard of Conduct”, and the Company may indemnify an individual made a party to a proceeding because
the individual is or was a director and/or officer against liability incurred in the proceeding if:





(a) the individual acted in good
faith; and





(b) the individual reasonably
believed:


 


		(i)	in the case of conduct in the individual’s official
                                         capacity with the Company, that the individual’s conduct was in its best interests;
                                         and



 


		(ii)	in all other cases, that the individual’s conduct
                                         was at least not opposed to its best interests; and



 


(c) in the case of any criminal
proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.


 


Notwithstanding the foregoing, the Company
may not indemnify a director and/or officer:


 


(a) in connection with a proceeding
by or in the right of the Company in which the director was adjudged liable to the Company; or


 


(b) in connection with any other
proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official
capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.


 


Indemnification permitted under this Section
in connection with a proceeding by or in the right of the Company is limited to reasonable expenses incurred in connection with
the proceeding.


 


(c)         Initiation of Proceeding.
Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this
Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company
unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one
to enforce indemnification rights under Section 5, or (iii) the Proceeding is instituted after a Change in Control and Independent
Counsel has approved its initiation.


 


(d)         Expense Advances. If so
requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee
(an “Expense Advance”); provided that such request shall be accompanied by reasonable evidence of the expenses
incurred by Indemnitee and that, if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted
to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any
determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall
not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination
is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).


 




     

     


    

 


(e)         Mandatory Indemnification.
Notwithstanding any other provision of this Agreement (other than Section 2(f) below), to the extent that Indemnitee has been
successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of
any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.


 


(f)         Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


 


(g)        Other
Exceptions to Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of:


 


		(i)	any Proceeding in which judgment is rendered against Indemnitee
                                         for an accounting of profits made from the purchase or sale by Indemnitee of securities
                                         of the Company pursuant to the provisions of Section 16(b) of the Act, as amended, or
                                         any similar statute;



 


		(ii)	any reimbursement of the
                                         Company by Indemnitee of any bonus or other incentive-based or equity-based compensation
                                         or of any profits realized by Indemnitee from the sale of securities of the Company,
                                         as required in each case under the Exchange Act (including any such reimbursements that
                                         arise from an accounting restatement of the Company pursuant to Section 304 of the
                                         Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment
                                         to the Company of profits arising from the purchase and sale by Indemnitee of securities
                                         in violation of Section 306 of the Sarbanes-Oxley Act); or



 


		(iii)	expenses or liabilities
                                         of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise
                                         taxes or penalties, and amounts paid in settlement) which have been paid directly to
                                         Indemnitee by an insurance carrier under the D&O Liability Insurance (defined below)
                                         policy maintained by the Company.



 


(h)        Mutual Acknowledgement.
Both the Company and Indemnitee acknowledge that in certain instances Federal law or applicable
public policy may prohibit the Company from indemnifying its directors, officers and employees under this Agreement or otherwise. 
Indemnitee understands and acknowledges that the Company may be required in the future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s
right under public policy to indemnify Indemnitee.


 




     

     


    

 


3.   Reviewing Party. Prior to any
Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board
or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee
is seeking indemnification; after a Change in Control, the Reviewing Party shall be the Independent Counsel referred to below.
With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors
on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity
payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Amended
and Restated Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events,
the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company and who has
not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within
the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional
conduct then prevailing would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company
and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The
Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses
(including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the
engagement of Independent Counsel pursuant hereto.


 


4.   Indemnification Process and Appeal.


 


(a)        Suit To Enforce Rights.
Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 60 days after making
a request in accordance with Section 2(d), Indemnitee shall have the right to enforce its indemnification rights under this Agreement
by commencing litigation, in any appropriate court having subject matter jurisdiction thereof and in which venue is proper, seeking
an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof, provided,
however, that such 60-day period shall be extended for reasonable time, not to exceed another 60 days, if the reviewing party
in good faith requires additional time for the obtaining or evaluating of documentation and information relating thereto. The
Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not
challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be
in addition to any other remedies available to Indemnitee in law or equity.


 


(b)        Defense to Indemnification,
Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce
this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of
its final disposition where the required undertaking has been tendered to the Company) that is not permissible under applicable
law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by
the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such
a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board,
independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action by Indemnitee
that indemnification of the claimant is proper under the circumstances because Indemnitee has met the Standard of Conduct set
forth herein and under applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent
legal counsel, or its shareholders) that the Indemnitee had not met such applicable Standard of Conduct, shall be a defense to
the action or create a presumption that the Indemnitee has not met the applicable Standard of Conduct. For purposes of this Agreement,
the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval),
conviction, or upon a plea of nolo contendere, or its equivalent shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted
by applicable law.


 




     

     


    

 


5.   Indemnification for Expenses Incurred
in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within ten business days of such request), advance such Expenses to Indemnitee, that are incurred by Indemnitee in connection
with any claim asserted against or covered action brought by Indemnitee for (i) indemnification of Expenses or Expense Advances
by the Company under this Agreement or any other agreement or under applicable law or the Company’s Amended and Restated
Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and or
(ii) recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of
whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or


insurance recovery, as the case may be.


 


6.   Notification and Defense of Proceeding.


 


(a)        Notice. Promptly after receipt
by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against
the Company under this Agreement, notify the Company of the commencement thereof, but the omission so to notify the Company will
not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).


 


(b)        Defense. With respect to
any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company shall be entitled to participate
in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume
the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election
to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any
Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of
investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding,
but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s
expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably
determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii)
after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company
shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding
shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf
of the Company or as to which Indemnitee shall have made the determination provided for in (ii) above.


 


(c)        Settlement of Claims. The
Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any
Proceeding effected without the Company’s written consent, provided, however, that if a Change in Control has occurred,
the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved
the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee
without Indemnitee’s written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with
regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate
in the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding
by the Company was barred by this Agreement.


 


7.  Non-Exclusivity. The rights
of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Amended and Restated
Certificate of Incorporation, bylaws, applicable law, or otherwise. To the extent that a change in applicable law (whether by
statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s
Amended and Restated Certificate of Incorporation, bylaws, applicable law, or this Agreement, it is the intent of the parties
that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.


 




     

     


    

 


8.  Directors and Officers Liability
Insurance.


 


(a)  The
Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable
insurance companies providing liability insurance for directors and officers of the Company in their capacities as such (and for
any capacity in which any director or officer of the Company serves any other person or entity at the request of the Company),
in respect of acts or omissions occurring while serving in such capacity, on terms with respect to coverage and amount (including
with respect to the payment of expenses) no less favorable than those of such policy in effect on the date hereof except for any
changes approved by the Board of Directors of the Company.


 


(b)  Indemnitee
shall be covered by the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with
the applicable terms to the maximum extent of the coverage available for any other director or officer under such policies. The
Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness
or otherwise), give notice of such proceeding to the insurers under the Company’s D&O Liability Insurance policies in
accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair
the obligations of the Company under this Agreement.


 


(c)  Upon
request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect
from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.


 


9.   Amendment of this Agreement.
No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof (whether
or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise
or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.


 


10.   Subrogation. In the event of
payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including
the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


 


11.   No Duplication of Payments.
The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee
to the extent Indemnitee has otherwise received payment (under any insurance policy, bylaw, or otherwise) of the amounts otherwise
indemnifiable hereunder.


 


12.   Binding Effect. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including
any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business
and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The indemnification provided under
this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining
to an Indemnifiable Event even though he or she may have ceased to serve in such capacity at the time of any Proceeding.


 




     

     


    

 


13.   Severability. If any provision
(or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable,
the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held
to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held invalid, void, or unenforceable.


 


14.   Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of Washington applicable to contracts
made and to be performed in such state without giving effect to the principles of conflicts of laws.


 


15.   Notices. All notices, demands,
and other communications required or permitted


hereunder shall be made in writing and shall be deemed to have
been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:


 


ClearSign Combustion Corporation


12870 Interurban Avenue South


Seattle, Washington 98168


Fax: (206) 673-4848


Attn: Chief Executive Officer


 


Notice of change of address shall be effective
only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received
on the date of delivery or on the third business day after mailing.


 


16.   Entire Agreement. Subject
to the provisions of Section 2(a), this Agreement sets forth the entire understanding between the parties hereto and supersedes
and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter
hereof between the parties hereto.


 


17.   Retroactivity. This
Agreement shall be deemed to have been in effect during all periods that Indemnitee was a director and/or officer of the Company,
regardless of the date of this Agreement. 


 


18.   Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


[Signature Page Follows]


 




     

     


    

 


IN WITNESS WHEREOF, the parties hereto
have duly executed and delivered this Indemnification Agreement as of the day specified above.


 


	COMPANY:	 	 	 
	 	 	CLEARSIGN COMBUSTION CORPORATION
	 	 	 	 
	 	 	By:	/s/Richard F. Rutkowski
	 	 	 	Richard F. Rutkowski
	 	 	 	Chief Executive Officer
	 	 	 	 
	INDEMNITEE:	 	 	James N. Harmon
	 	 	 	Name of Indemnitee (print name)
	 	 	 	 
	 	 	 	/s/ James N. Harmon
	 	 	 	Signature