March 24, 2014


Jean-Louis Kindler


 


Re: Employment Offer


Dear Jean-Louis,


 


On behalf of OriginOil, Inc. (the “Company”),
I am pleased to offer you a position, under the following terms and conditions.


This offer expires at 5:00 p.m., PDT, on April
1, 2014, unless prior to that time you sign and return one copy of this letter to me in person or via fax or email.


Any equity issuances are subject to final Board approval.


 Title: Chief Commercial Officer Job Summary:


	1.		Develop and execute on the company’s commercialization strategy.



	2.		Work with R&D, COO and the relevant Product Managers to bring products to limited
marketing, always with the ultimate purpose of private-labeling and licensing them; with the long-term highest priority of recruiting
Master Licensees for each application area.



	3.		Ensure the company’s Product Managers are well served for sales and marketing
resources, and help them to achieve high-impact product rollouts.



	4.		Manage the company’s Product Marketing and Marketing Communications including
website and social media, for maximum communications impact.



	5.		Work with COO to develop and monetize a range of service offerings, including consulting,
training and certification and support contracts.



	6.		Ensure that all market facing personnel use a customer relationship management (CRM)
system consistently, without fragmented offline other resources being used, such as spreadsheets. Help make the CRM a true workflow
system.



	7.		Sales Management:



 






    	 



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	a.		Manage the company sales force as its Sales Director.



	b.		Develop a network of channel partners (marketing partners, sales agents) and make
it productive. Manage channel conflicts.



	c.		Develop sufficient sales from the limited marketing of products and services that
the company breaks even or better.



 


	8.		Licensing Management: (you may hire an outside resource to manage this)






	a.		Pursue OEMs and licensees, all non-exclusive.



	b.		Pursue Master Licensees for the company’s various applications.



 


	9.		Ensure that above all, the company does not become an equipment manufacturer but pursues
its licensing plan, with limited marketing of products being essentially a way to pilot products without expense.






	Employment Type:	 	Full time (100%)
	 	 	 
	Location:	 	Los Angeles (on-site at 5645 W Adams Blvd,
Los Angeles 90016), or from home office as approved by your manager.
	 	 	 
	Manager:	 	CEO
	 	 	 
	Base Compensation:	 	$144,000 per annum, payable semi-monthly;
subject to company-wide modifications as they may occur from time to time during your employment (such as automatic raises for
all personnel) or as mutually agreed. A performance review will be conducted within 90 days of acceptance of this offer.
	 	 	 
	Overrides:	 	See Override Plan which follows. The Company
reserves the discretionary right to revise this commission system
with 30 days’ notice.
	 	 	 
	Effective Date:	 	April 1, 2014.
	 	 	 
	Term of Employment:	 	Your employment with the Company is “at-will";
however we agree to provide the following in the event that we terminate your employment unilaterally:
	 	 	 
	 	 	1.Three months’ base salary
	 	 	 
	 	 	2.Actual relocation expenses to Europe, not to
exceed $20,000.
	 	 	 
	 	 	Nothing else in this letter creates a promise or representation
of continued employment for a term or limits the Company's right and power to terminate your employment
at any time.
	 	 	 
	 	 	 



 


 


 


Breakthrough water cleanup technology for oil & gas, algae and other water-intensive industries



    	 



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	Stock Options:	 	The Company intends to make you a participant
in our Restricted Stock Agreement. Additional grants may be
made over time, at the Board’s discretion.
	 	 	 
	Benefits:	 	You will participate in all Benefits that
the Company has implemented or will in the future.
	 	 	 
	 	 	We have implemented a full menu of health insurance and
other benefits under the management of TriNet Human Resources (www.trinet.com). A full package of information is available separately.
	 	 	 
	Time Off:	 	As per Exhibit C, attached. Subject to revision
without notice.
	 	 	 
	Immigration:	 	As a condition of your employment, you will
be required to furnish all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act
of 1986.


	 	 	 
	Arbitration:	 	Any dispute arising with respect to your
employment or the termination of your employment with the Company shall
be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the attached
Employee Confidentiality and Inventions Agreement.
	 	 	 
	Company Policies:	 	From time to time you will be advised
of certain Company policies, including such policies as may from time to time be set forth in an employee handbook or similar document.
As a condition of your employment, you agree to comply with such policies.
	 	 	 



 


Enclosed are an Employee Confidentiality and Inventions
Agreement and a Termination Certificate. Our offer is contingent on your understanding and agreement, as evidenced by your signing
below, that: (i) you will execute the Employee Confidentiality and Inventions Agreement as a prerequisite to your employment; and
(ii) upon your termination, you will execute a Termination Certificate (or document containing similar provisions).


By signing this letter, you
acknowledge that the terms described in this letter, together with the enclosed Employee Confidentiality and Inventions
Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements between us,
whether written or oral. There are no terms, conditions, representations, warranties or covenants relating to your employment
other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or
modified except in writing, signed by you and an authorized officer of the Company, except that the Company may, in its sole
discretion, adjust your salary, incentive compensation, benefits, job title, location, duties, responsibilities, and
reporting relationships.


 


 


 


 


Breakthrough water cleanup technology for oil & gas, algae and other water-intensive industries



    	 



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Welcome to the team; we look forward to working with
you. Please feel free to contact me with any questions or concerns.


 Please sign below and fax this offer and the relevant
exhibits back to my attention at 323-315-2308. These are the only documents we will require you to sign.


 


Sincerely,


/s/ Riggs Eckelberry


 



Riggs Eckelberry, Chief Executive Officer


 


Accepted:


	/s/ Jean-Louis Kindler	 	March 25th, 2014
	Jean-Louis Kindler	 	Date
	 	 	 



 


 


 


 


Breakthrough water cleanup technology for oil & gas, algae and other water-intensive industries


 


 



    	 



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 Exhibit
1


 SALES
OVERRIDE SYSTEM


 


Please see
“Override Plan for Chief Commercial Officer 20131126b.xlsx”





	Stepped Commission Table	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Commission	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	From	 	 	$	1	 	 	 	to	 	 	$	50,000	 	 	 	3.00	%	 	$	0	 	 	 	to	 	 	$	1,500	 
	 	 	 	 	$	50,001	 	 	 	 	 	 	$	250,000	 	 	 	3.00	%	 	$	1,500	 	 	 	to	 	 	$	7,500	 
	 	 	 	 	$	250,000	 	 	 	 	 	 	$	1,000,000	 	 	 	2.00	%	 	$	5,000	 	 	 	to	 	 	$	20,000	 
	 	 	 	 	$	1,000,001	 	 	 	 	 	 	$	10,000,001	 	 	 	2.00	%	 	$	20,000	 	 	 	to	 	 	$	200,000	 








Monthly Sales:


 


Net cash receipts from all sales from all customers
of the company including licensing fees, and all service and support payments, after deduction for payments to external parties
such as distributors, resellers, channel partners, licensees and external commission agents, and exclusive of freight, insurance,
at-cost transactions and expense reimbursements, and after deduction for refunds and credits.


 


 


 


 


Breakthrough water
cleanup technology for oil & gas, algae and other water-intensive industries